As filed with the Securities and Exchange Commission on May 1, 2000
Registration No. 333-43901
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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IRON MOUNTAIN INCORPORATED (1)
(Exact name of registrant as specified in its charter)
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Delaware 04-3107342
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
745 Atlantic Avenue
Boston, Massachusetts 02111
(617) 535-4766
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Iron Mountain/ATSI 1995 Stock Option Plan
Iron Mountain/UAC 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) 535-4766
(Name, address, including zip code, telephone number, including area code,
of agent for service)
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Copy to:
Susan Forest Barrett, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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- -------------------
(1) On February 1, 2000, Iron Mountain Incorporated, a Delaware corporation
("Old Iron Mountain"), merged with and into Pierce Leahy Corp., a Pennsylvania
corporation ("Pierce Leahy"). Pierce Leahy survived the merger and immediately
changed its name to "Iron Mountain Incorporated," a Pennsylvania corporation
("New Iron Mountain"). This Post-Effective Amendment No. 1 is being filed by New
Iron Mountain on behalf of Old Iron Mountain.
<PAGE>
Deregistration of Common Stock
On January 8, 1998, Old Iron Mountain filed a Registration Statement on
Form S-8 (Registration No. 333-43901) for the sale of an aggregate of 884,935
shares (as adjusted for a 3 for 2 stock split in July 1998) of common stock, par
value $.01 per share, of Old Iron Mountain ("Common Stock") under the Iron
Mountain/ATSI 1995 Stock Option Plan (the "ATSI Plan") and the Iron Mountain/UAC
1995 Stock Option Plan (the "UAC Plan"). On February 1, 2000, Old Iron Mountain
merged with and into Pierce Leahy, and New Iron Mountain assumed the obligations
of Old Iron Mountain under the ATSI Plan and the UAC Plan. Prior to the merger
of Old Iron Mountain and Pierce Leahy, all shares of Common Stock registered
pursuant to the Registration Statement relating to the UAC Plan had been sold.
Pursuant to Old Iron Mountain's undertaking in the Registration Statement, this
Post-Effective Amendment No. 1 is being filed by New Iron Mountain on behalf of
Old Iron Mountain to deregister all shares of Common Stock registered pursuant
to the Registration Statement relating to the ATSI Plan but remaining unsold as
of the date this Post-Effective Amendment No. 1 is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on May 1, 2000.
IRON MOUNTAIN INCORPORATED
By: /s/ C. Richard Reese
C. Richard Reese
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ C. Richard Reese Chairman, Chief Executive May 1, 2000
C. Richard Reese Officer and Director
President and Director
J. Peter Pierce
/s/ John F. Kenny, Jr. Executive Vice President, Chief May 1, 2000
John F. Kenny, Jr. Financial Officer and Director
* Vice President and Corporate May 1, 2000
Jean A. Bua Controller (principal accounting
officer)
* Director May 1, 2000
Clarke H. Bailey
* Director May 1, 2000
Constantin R. Boden
<PAGE>
* Director May 1, 2000
Kent P. Dauten
* Director May 1, 2000
Eugene B. Doggett
* Director May 1, 2000
B. Thomas Golisano
* Director May 1, 2000
Arthur D. Little
Director
Howard D. Ross
* Director May 1, 2000
Vincent J. Ryan
*By: /s/ C. Richard Reese
C. Richard Reese
Attorney-in-Fact pursuant to Power
of Attorney previously filed as a
part of this Registration Statement
</TABLE>
