As filed with the Securities and Exchange Commission on April 9, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IRON MOUNTAIN INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 04-3107342
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
745 Atlantic Avenue, Boston, Massachusetts 02111
(617) 357-4455
(Address of Principal Executive Offices including zip code)
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Iron Mountain Incorporated 1995 Stock Incentive Plan
(Full titles of the plan)
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C. Richard Reese
Chairman of The Board of
Directors and Chief Executive Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
(617) 357-4455
(Name, address and telephone number of agent for service)
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Copy to:
William J. Curry, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Amount of
to be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
---------------- ---------- ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 231,667 $ 6.48 $ 1,501,202.16 $ 454.91
Common Stock, par
value $.01 per share 77,177 $ 12.58 $ 970,886.66 $ 294.21
Common Stock, par
value $.01 per share 65,152 $ 16.12 $ 1,050,576.00 $ 318.36
Common Stock, par
value $.01 per share 355,152 $ 15.37 $ 5,460,462.00 $ 1,654.69
Common Stock, par
value $.01 per share 30,400 $ 30.37 $ 923,400.00 $ 279.82
Common Stock, par
value $.01 per share 22,900 $ 27.75 $ 635,475.00 $ 192.57
Common Stock, par
value $.01 per share 162,455 $ 25.00 $ 4,061,375.00 $ 1,230.72
------- -------------- ----------
TOTAL 944,903 $14,603,376.82 $ 4,425.28
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<FN>
(1) With respect to 782,448 shares of Common Stock underlying options gtanted pursuant to the Iron
Mountain Incorporated 1995 Stock Incentive Plan, the proposed maximum offering price per share and
the proposed maximum aggregate offering price have been based upon the per share and aggregate
exercise prices. With respect to the remaining 162,455 shares issuable under the 1995 Stock Incentive
Plan, the proposed maximum offering price per share and the proposed maximum aggregate offering
price have been estimated solely for purpose of calculating the amount of the registration fee in
accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of
the average of the high and low prices of the Commons Stock on the Nasdaq National Market on April
4, 1997.
</FN>
</TABLE>
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Iron Mountain
Incorporated (the "Company") with the Commission, are incorporated by reference
in and made a part of this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996; and
(b) The description of the Common Stock contained in the Company's
registration statement on Form 8-A dated January 18, 1996
(File No. 0-27584), including any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
herein, or in any subsequently filed document which also is or is deemed to be
incorporated by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. Jas. Murray Howe,
Secretary of the Company, is of counsel to Sullivan & Worcester LLP and is the
owner of 3,855 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases, must be indemnified by the Company against, in the case
of a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorney's fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to the Company, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.
II - 1
<PAGE>
Article Sixth of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify each person who is or
was an officer or director of the Company to the fullest extent permitted by
Section 145 of the DGCL.
Article Seventh of the Company's Amended and Restated Certificate of
Incorporation states that no director of the Company shall be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except to the extent that exculpation from liability is not
permitted under the DGCL as in effect when such breach occurred.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Sullivan & Worcester LLP.*
23.1 Consent of Sullivan & Worcester LLP (contained in the opinion
of Sullivan & Worcester LLP filed herewith as Exhibit 5).
23.2 Consent of Arthur Andersen LLP.*
24 Power of Attorney (included in signature page of this
Registration Statement).
*Filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement:
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement;
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<PAGE>
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering;
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on the 9th day
of April, 1997.
IRON MOUNTAIN INCORPORATED
By: /s/ C. Richard Reese
C. Richard Reese
Chairman of the Board,
Chief Executive Officer and Director
The undersigned Officers and Directors of Iron Mountain Incorporated
(the "Company") hereby severally constitute C. Richard Reese, Eugene B. Doggett
and David S. Wendell, and each of them acting singly, our true and lawful
attorneys to sign for us and in our names in the capacities indicated below any
amendments to this Registration Statement on Form S-8 (including any
post-effective amendments hereto) and to file the same, with Exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys, acting singly, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming our signatures to
said amendments to this Registration Statement signed by our said attorneys and
all else that said attorneys may lawfully do and cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the 9th day of April, 1997.
Signatures Title
/s/ C. Richard Reese
C. Richard Reese Chairman, Chief
Executive Officer and Director
/s/David S. Wendell
David S. Wendell President, Chief Operating Officer and
Director
/s/Eugene B. Doggett
Eugene B. Doggett Executive Vice President, Chief
Financial Officer and Director
/s/ Constantin R. Boden
Constantin R. Boden Director
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/s/ Arthur D. Little
Arthur D. Little Director
/s/ Vincent J. Ryan
Vincent J. Ryan Director
/s/ Jean A. Bua
Jean A. Bua Vice President and Corporate
Controller
II - 5
EXHIBIT 5
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
April 9, 1997
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by Iron Mountain Incorporated, a Delaware corporation
(the "Company"), of 944,903 shares of its Common Stock, par value $.01 per share
("Common Stock"), which are offered by the Company pursuant to the provisions of
the Company's 1995 Stock Incentive Plan (the "1995 Plan") (all such shares being
referred to herein as the "Registered Shares"), the following opinion is
furnished to you to be filed with the Securities and Exchange Commission (the
"Commission") as Exhibit 5 to the Company's registration statement on Form S-8
(the "Registration Statement") under the Act.
We have acted as counsel to the Company in connection with the
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Amended and Restated Certificate of Incorporation of the Company as presently in
effect, corporate records of the Company, and such other documents as we have
considered necessary in order to furnish the opinion hereinafter set forth.
This opinion is limited to the Delaware General Corporation Law and the
federal laws of the United States of America, and we express no opinion with
respect to the law of any other jurisdiction.
Based on and subject to the foregoing, we are of the opinion that, when
issued in accordance with the terms of the 1995 Plan and the options or other
rights granted thereunder, the Registered Shares will be duly authorized,
validly issued, fully paid and nonassessable by the Company.
<PAGE>
Iron Mountain Incorporated
April 9, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 4, 1997
included in Iron Mountain Incorporated's Form 10-K for the year ended December
31, 1996 and to all references to our Firm included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 2, 1997
