As filed with the Securities and Exchange Commission on August 7, 1998
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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If, as a result of stock splits, stock dividends or similar transactions, the
number of securities purported to be registered on this Registration Statement
changes, the provisions of Rule 416 shall apply to this Registration
Statement.
The prospectus meeting the requirements of Section 10(a) of the Securities Act
of 1933, as amended, which is being provided to participants in the 1995
Stock Incentive Plan in conjunction with this Registration Statement
also relates to the shares registered under the Registration
Statement on Form S-8 dated April 9, 1997 (File No. 333-24803
and the Registration Statement on Form S-8 dated August 8,
1998 (File No. 333-33191) of Iron Mountain Incorporated.
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<TABLE>
<CAPTION>
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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 900,000 $27.875 $25,087,500 $7,400.81
<FN>
(1) With respect to the additional 900,000 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 Common Stock on the Nasdaq National Market ("Nasdaq") on
August 5, 1998. 944,903 shares issuable under the 1995 Stock Incentive
Plan were registered under the Registrant's Registration Statement on
Form S-8 (File No. 333-24803), filed with Securities and Exchange
Commission (the "Commission") on April 9, 1997 and a filing fee of
$4,425.28 was paid on such date with respect to such shares. An
additional 400,000 shares issuable under the 1995 Stock Incentive Plan
were registered under the Registrant's Registration Statement on Form
S-8 (File No. 333-33191), filed with the Commission on August 8, 1997
and a filing fee of $3,803.03 was paid on such date with respect to
such shares.
</FN>
</TABLE>
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Insofar as additional securities are being registered of the same class
as other securities for which a registration statement filed on this form
relating to an employee benefit plan is effective, in accordance with General
Instruction E to the Registration Statement on Form S-8, Iron Mountain
Incorporated (the "Company") hereby incorporates by reference the contents of
the Company's Registration Statement on Form S-8 dated April 9, 1997 (File No.
333-24803) and the Company's Registration Statement on Form S-8 dated August 8,
1998 (File No. 333- 33191) and omits the information required by Part II from
this Registration Statement, other than Item 3 and Item 8, below, which have
been updated.
Item 3. Incorporation of Documents by Reference.
The Company previously registered under the Securities Act an aggregate
of 944,903 shares of Common Stock offered pursuant to the 1995 Stock Incentive
Plan pursuant to a Registration Statement on Form S-8 (File No. 333-24803) filed
with the Commission on April 9, 1997, and 400,000 shares of Common Stock offered
pursuant to the 1995 Stock Incentive Plan pursuant to a Registration Statement
on Form S-8 (File No. 333-33191) filed with the Commission on August 8, 1998,
both of which are incorporated in this Registration Statement by reference.
The following additional documents, which have been filed by 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 Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(c) The Company's Current Report on Form 8-K dated August 7,
1998;
(d) The Company's Current Report on Form 8-K dated July 10, 1998;
(e) The Company's Current Report on Form 8-K dated April 21, 1998;
(f) The Company's Current Report on Form 8-K dated April 7, 1998;
(g) The Company's Current Report on Form 8-K dated March 30, 1998;
(h) The Company's Current Report on Form 8-K dated March 9, 1998;
(i) The Company's Current Report on Form 8-K dated February 18,
1998;
(j) The Company's Current Report on Form 8-K dated January 6,
1998; and
(k) 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.
II - 1
<PAGE>
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.*
23.3 Consent of Carbis Walker & Associates, LLP.*
24 Power of Attorney (included in signature page of this
Registration Statement).
*Filed herewith.
II - 2
<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 7th day
of August, 1998.
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 the Company hereby severally
constitute C. Richard Reese, John F. Kenny, Jr. 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 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 in the capacities indicated on the 7th day of August, 1998.
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/ John F. Kenny, Jr.
John F. Kenny, Jr. Executive Vice President and
Chief Financial Officer
/s/ Eugene B. Doggett
Eugene B. Doggett Director
II - 3
<PAGE>
/s/ Constantin R. Boden
Constantin R. Boden Director
/s/ Arthur D. Little
Arthur D. Little Director
/s/ Vincent J. Ryan
Vincent J. Ryan Director
/s/ B. Thomas Golisano
B. Thomas Golisano Director
/s/ Kent P. Dauten
Kent P. Dauten Director
/s/ Clarke H. Bailey
Clarke H. Bailey Director
/s/ Jean A. Bua
Jean A. Bua Vice President and Corporate
Controller
II - 4
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
EXHIBIT 5
August 7, 1998
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 an additional 900,000 shares of its Common Stock, par value
$.01 per share ("Common Stock"), which are to be 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
August 7, 1998
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 of our
reports on the financial statements of Iron Mountain Incorporated (the Company)
dated February 20, 1998, included in the Company's annual report on Form 10-K,
incorporated by reference in this registration statement on Form S-8.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 3, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report on National Underground Storage, Inc.'s financial
statements dated July 30, 1998, included in Iron Mountain Incorporated's Current
Report on Form 8-K incorporated by reference in this registration statement on
Form S-8.
/s/ Carbis Walker & Associates, LLP
Carbis Walker & Associates, LLP
Butler, Pennsylvania
August 3, 1998
