As filed with the Securities and Exchange Commission on January 8, 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/UAC 1995 Stock Option Plan
Iron Mountain/ATSI 1995 Stock Option Plan
(Full titles of the plans)
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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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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>
Iron Mountain/UAC 1995
Stock Option Plan:
Common Stock, par value
$.01 per share 212,000 $12.8178 $2,717,373.60 $801.62
Iron Mountain/ATSI 1995
Stock Option Plan:
Common Stock, par value
$.01 per share 180,666 $8.65 $1,562,760.90 $461.01
Common Stock, par value
$.01 per share 46,242 $11.55 $534,095.10 $157.56
Common Stock, par value
$.01 per share 4,624 $11.63 $53,777.12 $15.86
Common Stock, par value
$.01 per share 4,624 $11.72 $54,193.28 $15.99
Common Stock, par value
$.01 per share 9,433 $11.93 $112,535.69 $33.20
Common Stock, par value
$.01 per share 11,937 $11.07 $132,142.59 $38.98
Common Stock, par value
$.01 per share 24,726 $10.88 $269,018.88 $79.36
Common Stock, par value
$.01 per share 30,967 $11.32 $350,546.44 $103.41
Common Stock, par value
$.01 per share 64,738 $34.88 $2,258,061.40 $666.13
- -------------------------- -------- ------ ------------- ---------
TOTAL 589,957 -- $8,044,505.00 $2,373.12
<FN>
(1) With respect to the 212,000 shares of Common Stock underlying options granted pursuant to the Iron Mountain/UAC 1995 Stock
Option Plan and the 377,957 shares of Common Stock underlying options granted pursuant to the Iron Mountain/ATSI 1995 Stock
Option 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 and the amount of the registration fee has been calculated in
accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended.
</FN>
</TABLE>
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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;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(c) The Company's Current Reports on Form 8-K dated June 25, 1997
(as amended on Form 8-K/A on August 26, 1997), October 1,
1997, October 16, 1997 (as amended on Form 8-K/A on November
10, 1997), October 30, 1997 and November 25, 1997; and
(d) 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
II - 1
<PAGE>
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.
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 Ernst & Young LLP (Arcus Group, Inc. and Arcus
Technology Services, Inc.)*
23.3 Consent of Arthur Andersen LLP (Arcus Group, Inc.)*
23.4 Consent of Ernst & Young LLP (HIMSCORP, Inc. and
Subsidiaries)*
23.5 Consent of Stout, Causey & Horning, P.A. (Allegiance Business
Archives, Ltd.)*
23.6 Consent of Abbott, Stringham & Lynch (Records
Retention/FileSafe, L.P.)*
23.7 Consent of Arthur Andersen LLP (Security Archives of
Minnesota, Wellington Financial Services, Inc. and Data
Securities International, Inc.)*
23.8 Consent of Fisher, Schacht & Oliver, LLP (Concorde Group, Inc.
and Neil Tucker Trust)*
23.9 Consent of Arthur Andersen LLP (Iron Mountain Incorporated)*
24 Power of Attorney (included in signature page of this
Registration Statement).
*Filed herewith.
II - 2
<PAGE>
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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement;
(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
registrant'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 registrant pursuant to the foregoing provisions, or otherwise,
the registrant 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.
II - 3
<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 8th day
of January, 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 Iron Mountain Incorporated
(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 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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ C. Richard Reese Chairman of the Board of Directors January 8, 1998
C. Richard Reese and Chief Executive Officer
/s/ David S. Wendell President, Chief Operating Officer January 8, 1998
David S. Wendell and Director
/s/ John F. Kenny, Jr. Executive Vice President and Chief January 8, 1998
John F. Kenny, Jr. Financial Officer
/s/ Eugene B. Doggett Executive Vice President January 8, 1998
Eugene B. Doggett and Director
II - 4
<PAGE>
/s/ Constantin R. Boden Director January 8, 1998
Constantin R. Boden
/s/ Arthur D. Little Director January 8, 1998
Arthur D. Little
/s/ Vincent J. Ryan Director January 8, 1998
Vincent J. Ryan
/s/ B. Thomas Golisan Director January 8, 1998
B. Thomas Golisano
/s/ Kent P. Dauten Director January 8, 1998
Kent P. Dauten
/s/ Clarke H. Bailey Director January 8, 1998
Clarke H. Bailey
/s/ Jean A. Bua Vice President and Corporate January 8, 1998
Jean A. Bua Controller
</TABLE>
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
January 8, 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 589,957 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 Iron Mountain/UAC 1995 Stock Option Plan and the Iron
Mountain/ATSI 1995 Stock Option Plan (the "Option Plans") (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 Option Plans and the options or other
rights granted
<PAGE>
Iron Mountain Incorporated
January 8, 1998
Page 2
thereunder, the Registered Shares will be duly authorized, validly issued, fully
paid and nonassessable by the Company.
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
We consent to the incorporation by reference of our reports dated February 28,
1997 (except for Note 12, as to which the date is September 26, 1997), and April
30, 1997 (except for Note 15, as to which the date is September 26, 1997) with
respect to the financial statements of Arcus Technology Services, Inc. and Arcus
Group, Inc., respectively, included in Iron Mountain Incorporated's Current
Reports on Form 8-K dated October 30, 1997 and November 25, 1997, into Iron
Mountain Incorporated's Registration Statement and related Prospectus filed on
or about January 6, 1998 on Form S-8 with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Dallas, Texas
January 6, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated April
4, 1995, for Arcus Group, Inc. included in Iron Mountain Incorporated's Form 8-K
filed with the Securities and Exchange Commission on November 25, 1997, and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Houston, Texas
January 5, 1998
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement Form
S-8 pertaining to the Iron Mountain/UAC 1995 Stock Option Plan and Iron
Mountain/ATSI 1995 Stock Option Plan of our report dated February 21, 1997, with
respect to the consolidated statements of HIMSCORP, Inc. included in Iron
Mountain Incorporated's Current Report on Form 8-K dated November 25, 1997 filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Chicago, Illinois
January 5, 1998
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated March
4, 1997, (except for Note 11, as to which the date is October 1, 1997) for
Allegiance Business Archives, Ltd. included in Iron Mountain Incorporated's Form
8-K filed with the Securities and Exchange Commission on November 25, 1997, and
to all references to our Firm included in this registration statement.
/s/ Stout, Causey & Horning, P.A.
Stout, Causey & Horning, P.A.
Cockeysville, Maryland
January 5, 1998
Exhibit 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated August
7, 1997, for Records Retention/FileSafe included in Iron Mountain Incorporated's
Form 8-K filed with the Securities and Exchange Commission on November 25, 1997,
and to all references to our Firm included in this registration statement.
/s/ Abbott, Stringham & Lynch
Abbott, Stringham & Lynch
Campbell, California
January 5, 1998
Exhibit 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated August
15, 1997, April 25, 1997 and September 12, 1997, for Security Archives of
Minnesota, Wellington Financial Services, Inc. and Data Securities
International, Inc., respectively, included in Iron Mountain Incorporated's Form
8-K filed with the Securities and Exchange Commission on October 30, 1997, and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Minneapolis, Minnesota
Detroit, Michigan
San Jose, California
January 5, 1998
Exhibit 23.8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated August
8, 1997, for Concorde Group, Inc. and Neil Tucker Trust included in Iron
Mountain Incorporated's Form 8-K filed with the Securities and Exchange
Commission on October 30, 1997, and to all references to our Firm included in
this registration statement.
/s/ Fisher, Schacht & Oliver, LLP
Fisher, Schacht & Oliver, LLP
Rochester, New York
January 5, 1998
Exhibit 23.9
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated March
4, 1997, (except for Note 11.a. and e. for which the date is March 19, 1997) for
Iron Mountain Incorporated included in Iron Mountain Incorporated's Form 10-K
filed with the Securities and Exchange Commission on March 28, 1997, and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
January 5, 1998
