As filed with the Securities and Exchange Commission on May 31, 2000
Registration No. 333-________
UNITED STATES
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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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 RETIREMENT INVESTMENT PLAN
(As Amended)
(Full title of the plan)
John L. Sullivan, Esq.
Imation Corp.
1 Imation Place
Oakdale, Minnesota 55128
(612) 704-3831
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------- --------------------- -------------------- --------------------- --------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered(1) share(2) price(2) registration fee
-------------------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
per share (3) 2,000,000 $ 26.22 $ 52,440,000 $ 13,844.16
-------------------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan named herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h)(1) and (c), based upon the
average of the high and low prices of the registrant's Common Stock on the
New York Stock Exchange as reported in the consolidated transaction
reporting system on May 24, 2000.
(3) Each share of Common Stock includes a Preferred Stock Purchase Right
pursuant to the registrant's Shareholder Rights Plan.
<PAGE>
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 pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999 filed pursuant to Section 13(a) or 15(d) of
the Exchange Act;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(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
Exchange Act, including any amendment filed for the purpose of
updating such description.
All documents filed by the Company or the Imation Retirement
Investment Plan pursuant to Sections 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.
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
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein 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.
John L. Sullivan, who has given an opinion of counsel with respect
to the securities to which the Registration Statement relates, is an employee
and officer (Vice President, General Counsel and Secretary) of the Company. Mr.
Sullivan is eligible to participate in the Imation Retirement Investment Plan.
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 threatened, pending or completed actions, suits or proceedings, whether
civil, criminal, administrative or investigative.
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
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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.
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
------ -----------
4.1 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).
4.2 Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996).
4.3 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).
4.4 Amendment No. 1 to the Rights Agreement dated as of January
12, 1999 between the Company and Norwest Bank Minnesota,
N.A., as Rights Agent (incorporated by reference to Exhibit
4.2 to the Company's Form 8-K Current Report dated February
8, 1999).
4.5 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.
5.2 Determination Letter from the Internal Revenue Service with
respect to qualification of the Imation Retirement
Investment Plan under Section 401 of the Internal Revenue
Code of 1986, as amended.
15.1 Awareness Letter of PricewaterhouseCoopers LLP (regarding
interim financial information).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
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<PAGE>
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 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;
(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 (and each filing of the Imation Retirement
Investment 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.
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.
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<PAGE>
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, May 31, 2000.
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:
Name Title Date
---- ----- ----
/s/ William T. Monahan Chairman, President, Chief May 31, 2000
----------------------------- Executive Officer and Director
William T. Monahan (principal executive officer)
/s/ Robert L. Edwards Senior Vice President, Chief May 31, 2000
----------------------------- Financial Officer and Chief
Robert L. Edwards Administrative Officer
(principal financial officer)
/s/ Paul R. Zeller Vice President, Corporate May 31, 2000
----------------------------- Controller (principal accounting
Paul R. Zeller officer)
* Director May 31, 2000
-----------------------------
Richard E. Belluzzo
* Director May 31, 2000
-----------------------------
Lawrence E. Eaton
* Director May 31, 2000
-----------------------------
Michael S. Fields
* Director May 31, 2000
-----------------------------
Linda W. Hart
* Director May 31, 2000
-----------------------------
William W. George
* Director May 31, 2000
-----------------------------
Ronald T. LeMay
* Director May 31, 2000
-----------------------------
Marvin L. Mann
* Director May 31, 2000
-----------------------------
Daryl J. White
*By /s/ John L. Sullivan
---------------------------
John L. Sullivan
Attorney-in-fact
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 May 31, 2000.
IMATION RETIREMENT
INVESTMENT PLAN
By: Imation Corp.,
the Plan Administrator
By /s/ John L. Sullivan
--------------------------------------
John L. Sullivan
Vice President, General Counsel and
Secretary
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
-------------- ----------- ----
4.1 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).
4.2 Amended and Restated By-Laws of the Registrant
(Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996).
4.3 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).
4.4 Amendment No. 1 to the Rights Agreement dated as
of January 12, 1999 between the Company and
Norwest Bank Minnesota, N.A., as Rights Agent
(incorporated by reference to Exhibit 4.2 to the
Company's Form 8-K Current Report dated February
8, 1999).
4.5 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.
5.2 Determination Letter from the Internal Revenue
Service with respect to qualification of the
Imation Retirement Investment Plan under Section
401 of the Internal Revenue Code of 1986, as
amended.
15.1 Awareness Letter of PricewaterhouseCoopers LLP
(regarding interim financial information).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (contained in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
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