As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
IMATION CORP.
(Exact name of registrant as specified in its charter)
Delaware 41-1838504
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 Imation Place
Oakdale, Minnesota 55128
(Address of Principal Executive Offices) (Zip Code)
IMATION CORP.
1996 DIRECTORS STOCK COMPENSATION PROGRAM
(As Amended)
(Full title of the plan)
Carolyn A. Bates, Esq.
Imation Corp.
1 Imation Place
Oakdale, Minnesota 55128
(612) 704-5535
(Telephone number, including area code, of agent for service)
-----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------- --------------------- -------------------- -------------------- ---------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration fee
share(1) price(1)
- ------------------------------- --------------------- -------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
per share 800,000 $22.875 $18,300,000 $5,545.45
- ------------------------------- --------------------- -------------------- -------------------- ---------------------
</TABLE>
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share and the proposed maximum aggregate offering price are based upon
the average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange on October 29, 1996.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that have been filed by Imation Corp.
(the "Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) the Company's Registration Statement on Form 10;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996; and
(c) the description of the Company's Common Stock contained in
the Company's Registration Statement on Form 10 and any other
registration statement filed by the Company under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment filed for the purpose of updating such description subsequent
to the date of this Registration Statement and prior to the termination
of the offering described herein.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such documents.
Item 4. Description of Securities.
The description of the Company's capital stock to be offered
pursuant to this Registration Statement has been incorporated by reference into
this Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law contains
detailed provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Fourteenth of the Company's Restated Certificate of
Incorporation provides that the liability of a director to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director
shall be eliminated to the fullest extent permitted under the Delaware General
Corporation Law, as amended from time to time.
The Bylaws of the Company provide that the officers and
directors of the Company shall be indemnified to the full extent authorized or
permitted by the Delaware General Corporation Law, as amended from time to time.
Expenses incurred by officers and directors in defending actions, suits, or
proceedings may be paid by the Company in advance of any final disposition if
such officer or director agrees to repay such amounts if it is ultimately
determined that he or she is not entitled to be indemnified under Delaware law.
The Company has entered into individual Indemnity Agreements
with each of its directors pursuant to which the Company has agreed to indemnify
each of its directors for expenses and damages in connection with claims against
each director in connection with the director's service to the Company to the
full extent authorized or permitted by the Delaware General Corporation Law, as
amended from time to time.
The Company maintains a standard policy of officers' and
directors' liability insurance.
Item 7. Exemption From Registration Claimed.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits
Exhibit
Number Description
- ------ -----------
3.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to Amendment No.3 to
the Company's Registration Statement on Form 10/A, dated
June 12, 1996, File No. 1-14310).
3.2 Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.2 to Amendment No.3 to
the Company's Registration Statement on Form 10/A, dated
June 12, 1996, File No. 1-14310).
4.1 Rights Agreement, dated as of June 18, 1996 between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agent
(incorporated by reference to Exhibit 4.1 to Amendment No.3 to
the Company's Registration Statement on Form 10/A, dated
June 12, 1996, File No. 1-14310).
4.2 Form of Certificate of Designations, Preferences and Rights
of Series A Junior Participating Preferred Stock of the
Registrant (incorporated by reference to Exhibit 4.2 to
Amendment No.3 to the Company's Registration Statement on
Form 10/A, dated June 12, 1996, File No. 1-14310).
5.1 Opinion of Counsel
15.1 Awareness Letter of Coopers & Lybrand L.L.P. (regarding
interim financial information)
23.1 Consent of Coopers & Lybrand L.L.P. (regarding annual
financial information)
24.1 Powers of Attorney
Item 9. Undertakings.
A. Post-Effective Amendments.
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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
which, individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement;
(c) 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 subparagraphs (a) and (b) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs 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 this
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.
(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. Subsequent Documents Incorporated by Reference.
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 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.
C. Claims for Indemnification.
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 the 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 other
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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oakdale, State of Minnesota, on October 31,
1996.
IMATION CORP.
By: /s/ William T. Monahan
------------------------------------
William T. Monahan
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ William T. Monahan Chairman, President, Chief October 31, 1996
- ------------------------------------ Executive Officer and Director
William T. Monahan (principal executive officer)
/s/ Jill D. Burchill Chief Financial Officer October 31, 1996
- ------------------------------------ (principal financial officer)
Jill D. Burchill
/s/ James R. Stewart Corporate Controller October 31, 1996
- ------------------------------------ (principal accounting officer)
James R. Stewart
* Director October 31, 1996
- ------------------------------------
Lawrence E. Eaton
* Director October 31, 1996
- ------------------------------------
Linda W. Hart
* Director October 31, 1996
- ------------------------------------
William W. George
* Director October 31, 1996
- ------------------------------------
Ronald T. LeMay
* Director October 31, 1996
- ------------------------------------
Mark A. Pulido
* Director October 31, 1996
- ------------------------------------
Daryl J. White
*By /s/ Carolyn A. Bates
- ------------------------------------
Carolyn A. Bates
Attorney-in-fact
</TABLE>
EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ----------- ----
3.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to Amendment No.3
to the Company's Registration Statement on Form 10/A, dated
June 12, 1996, File No. 1-14310).
3.2 Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.2 to Amendment No.3
to the Company's Registration Statement on Form 10/A, dated
June 12, 1996, File No. 1-14310).
4.1 Rights Agreement, dated as of June 18, 1996 between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agent
(incorporated by reference to Exhibit 4.1 to Amendment No.3
to the Company's Registration Statement on Form 10/A, dated
June 12, 1996, File No. 1-14310).
4.2 Form of Certificate of Designations, Preferences and Rights
of Series A Junior Participating Preferred Stock of the
Registrant (incorporated by reference to Exhibit 4.2 to
Amendment No.3 to the Company's Registration Statement on
Form 10/A, dated June 12, 1996, File No. 1-14310).
5.1 Opinion of Counsel
15.1 Awareness Letter of Coopers & Lybrand L.L.P. (regarding
interim financial information)
23.1 Consent of Coopers & Lybrand L.L.P. (regarding annual
financial information)
24.1 Powers of Attorney
EXHIBIT 5.1
October 31, 1996
Board of Directors
Imation Corp.
1 Imation Place
Oakdale, Minnesota 55128
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
that Imation Corp. intends to file with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the purpose of
registering 800,000 shares (the "Shares") of Common Stock, par value $.01 per
share, of Imation Corp. (the "Company"), which may be issued pursuant to the
Company's 1996 Directors Stock Compensation Program, as amended (the "Plan"). I
have examined such documents and have reviewed such questions of law as I have
considered necessary and appropriate for the purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares,
when issued and paid for in accordance with the Plan, will be duly authorized,
validly issued, fully paid and nonassessable, provided that (i) the purchase
price is at least equal to the par value of the Shares, and (ii) the
Registration Statement shall have become and remains effective under the
Securities Act of 1933, as amended.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Carolyn A. Bates
General Counsel and Secretary
EXHIBIT 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Imation Corp.
Registration on Form S-8
We are aware that our report dated August 2, 1996 on our reviews of interim
financial information of Imation Corp. for the three- and six-month periods
ended June 30, 1996 and 1995, and included in the Company's quarterly report on
Form 10-Q for the quarter ended June 30, 1996, is incorporated by reference in
this Registration Statement on Form S-8 of Imation Corp. pertaining to the
Imation Corp. 1996 Directors Stock Compensation Program, as amended. Pursuant to
Rule 436(c) under the Securities Act of 1933, this report should not be
considered a part of the Registration Statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
October 31, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Imation Corp. pertaining to the Imation Corp. 1996 Directors Stock
Compensation Program, as amended, of our report dated March 29, 1996, with
respect to the financial statements of Imation Corp. as of December 31, 1995 and
1994, and for each of the three years in the period ended December 31, 1995,
which report is included in the Company's Registration Statement on Form 10
filed with the Securities and Exchange Commission on June 21, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
October 31, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints William T. Monahan, Jill
D. Burchill and Carolyn A. Bates, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign a Registration Statement on Form S-8 of Imation
Corp., and any and all amendments thereto, including post-effective amendments,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or the substitutes for such attorneys-in-fact and
agents, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ William T. Monahan Chairman, President, Chief October 31, 1996
- -------------------------------------
William T. Monahan Executive Officer and Director
(principal executive officer)
/s/ Jill D. Burchill Chief Financial Officer October 31, 1996
- ------------------------------------- (principal financial officer)
Jill D. Burchill
/s/ James R. Stewart Corporate Controller October 31, 1996
- ------------------------------------- (principal accounting officer)
James R. Stewart
/s/ Lawrence E. Eaton Director October 31, 1996
- -------------------------------------
Lawrence E. Eaton
/s/ Linda W. Hart Director October 31, 1996
- -------------------------------------
Linda W. Hart
/s/ William W. George Director October 31, 1996
- -------------------------------------
William W. George
/s/ Ronald T. LeMay Director October 31, 1996
- -------------------------------------
Ronald T. LeMay
/s/ Mark A. Pulido Director October 31, 1996
- -------------------------------------
Mark A. Pulido
/s/ Daryl J. White Director October 31, 1996
- -------------------------------------
Daryl J. White
</TABLE>
