<PAGE>
As filed with the Securities and Exchange Commission on March 11, 1998
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
IKON OFFICE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
OHIO 23-0334400
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
_______________________
70 Valley Stream Parkway
Malvern, Pennsylvania 19355
(Address of Principal Executive Offices) (Zip Code)
________________________
IKON OFFICE SOLUTIONS, INC.
STOCK AWARD PLAN
_________________________
Karin M. Kinney
Corporate Counsel and Secretary
IKON Office Solutions, Inc.
Box 834
Valley Forge, Pennsylvania 19482
(Name and address of agent for service)
(610) 296-8000
(Telephone number, including area code, of agent for service)
_______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered unit* price registration fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $ 32.41 $ 64,820,000 $19,122
Without
Par Value
- -----------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(c)
This Registration Statement relates to Registration Statement No. 33-54781 and
is being filed pursuant to General Instruction E of Form S-8 in order to
register additional securities of the same class as other securities for which a
Registration Statement filed on this form relating to the same employee benefit
plan is effective except that the name of the employee benefit plan has been
changed from the Alco Standard Corporation Stock Award Plan to the IKON Office
Solutions, Inc. Stock Award Plan.
<PAGE>
On July 27, 1994, the Registrant filed a Registration Statement on Form S-
8, Registration Statement No. 33-54781, to register 200,000 shares of Common
Stock which were issuable under the Registrant's Stock Award Plan. The contents
of Registration Statement No. 33-54781 are incorporated by reference in the
Registration Statement, except that the name of the plan has been changed from
the Alco Standard Corporation Stock Award Plan to the IKON Office Solutions,
Inc. Stock Award Plan (the "Stock Award Plan"). The Registrant is now filing
this separate Registration Statement to register an additional 2,000,000 shares
of common stock which may be issued under the Stock Award Plan.
Item 8. Exhibits
- -----------------
(5) Opinion of Ballard Spahr Andrews & Ingersoll, LLP re: legality.
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(24.1) Certified resolutions regarding Powers of Attorney.
(99) IKON Office Solutions, Inc. Stock Award Plan.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Malvern, Pennsylvania, on the 11th day of March, 1998.
IKON OFFICE SOLUTIONS, INC.
Date: March 11, 1998 By: /s/ Michael J. Dillon
----------------------------------
(Michael J. Dillon)
(Vice President and Controller)
(Principal Accounting 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
dates indicated.
Signature Title Date
- --------- ----- ----
*JOHN E. STUART Chairman, Chief Executive March 11, 1998
- ------------------------
(John E. Stuart) Officer, President and
a Director
(Principal Executive Officer)
*KURT E. DINKELACKER Executive Vice President, March 11, 1998
- ------------------------
(Kurt E. Dinkelacker) Chief Financial Officer
and a Director
(Principal Financial Officer)
/s/ Michael J. Dillon Vice President and Controller March 11, 1998
- ------------------------
(Michael J. Dillon) (Principal Accounting Officer)
*JAMES R. BIRLE Director March 11, 1998
- ------------------------
(James R. Birle)
*PHILIP E. CUSHING Director March 11, 1998
- ------------------------
(Philip E. Cushing)
*WILLIAM F. DRAKE, JR. Vice Chairman, General March 11, 1998
- ------------------------
(William F. Drake, Jr.) Counsel and a Director
*FREDERICK S. HAMMER Director March 11, 1998
- ------------------------
(Frederick S. Hammer)
<PAGE>
Signature Title Date
- --------- ----- ----
*BARBARA BARNES HAUPTFUHRER Director March 11, 1998
- -----------------------------
(Barbara Barnes Hauptfuhrer)
*RICHARD A. JALKUT Director March 11, 1998
- -----------------------------
(Richard A. Jalkut)
*By his signature set forth below, Michael J. Dillon, pursuant to duly executed
Powers of Attorney duly filed with the Securities and Exchange Commission, has
signed this Registration Statement on behalf of the persons whose signatures are
printed above, in the capacities set forth opposite their respective names.
/s/ Michael J. Dillon March 11, 1998
- -----------------------------
(Michael J. Dillon)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibits
- ------- --------
(5) Opinion of Ballard Spahr Andrews & Ingersoll, LLP re: legality.
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(24.1) Certified resolutions regarding Powers of Attorney.
(99) IKON Office Solutions, Inc. Stock Award Plan.
<PAGE>
Exhibit 5
March 11, 1998
IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
Ladies and Gentlemen:
We have acted as counsel to IKON Office Solutions, Inc. ("IKON") In
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") to register under the Securities Act of 1933, as
amended, an additional 2,000,000 shares of IKON Common Stock (the "Shares") for
offering from time to time to certain employees of IKON in connection with IKON
Office Solutions, Inc. Stock Award Plan (the "Plan").
In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments as in our
judgement are necessary or appropriate to enable us to render the opinions
expressed below. In giving this opinion, we are assuming the authenticity of all
instruments presented to us as originals, the conformity with the originals of
all instruments presented to us as copies and the genuineness of all signatures.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours.
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<PAGE>
Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the IKON Office Solutions, Inc. Stock Award Plan of our
report dated October 15, 1997 (except for Note 8, as to which the date is
October 27, 1997), with respect to the consolidated financial statements of IKON
Office Solutions, Inc. incorporated by reference in its Annual Report (Form 10-
K) for the year ended September 30, 1997, and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------------
ERNST & YOUNG
Philadelphia, Pennsylvania
March 11, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is a Director of IKON Office Solutions, Inc.
("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ PHILIP E. CUSHING
-------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is Executive Vice President, Chief Financial
Officer and a Director of IKON Office Solutions, Inc. ("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ KURT E. DINKELACKER
------------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is Vice Chairman, General Counsel and a
Director of IKON Office Solutions, Inc. ("IKON").
The undersigned hereby appoints each of Karin M. Kinney and Michael J. Dillon,
as his attorneys-in-fact, each with the power of substitution, to execute on his
behalf the foregoing Registration Statement on Form S-8, for filing with the
Securities and Exchange Commission ("SEC"), and to execute any and all
amendments to said Registration Statement, and to do all such other acts and
execute all such other documents which said attorney may deem necessary or
desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ WILLIAM F. DRAKE, JR.
-----------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is a Director of IKON Office Solutions, Inc.
("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ FREDERICK S. HAMMER
---------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that she is a Director of IKON Office Solutions, Inc.
("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as her attorneys-in-fact, each with the power of
substitution, to execute on her behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ BARBARA BARNES HAUPTFUHRER
---------------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is a Director of IKON Office Solutions, Inc.
("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ RICHARD A. JALKUT
-------------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is Chairman, Chief Executive Officer,
President and a Director of IKON Office Solutions, Inc. ("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ JOHN E. STUART
---------------------------
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned certifies that he is a Director of IKON Office Solutions, Inc.
("IKON").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney and
Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing Registration Statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said Registration Statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 11th day of March, 1998.
SIGNED: /s/ JAMES R. BIRLE
--------------------------------
<PAGE>
Exhibit 24.1
CERTIFICATION
I, Karin M. Kinney, Secretary of IKON Office Solutions, Inc. (the "Corporation")
do hereby certify that the following resolutions were duly passed by the Board
of Directors of the Corporation on November 6, 1997, and that such resolutions
are, as of the date hereof, in full force and effect:
FURTHER RESOLVED, that each of the officers and directors of the
Corporation is hereby authorized to appoint William F. Drake, Karin M.
Kinney and Michael J. Dillon as his or her attorneys-in-fact on behalf of
each of them, each attorney-in-fact with the power of substitution, to
execute on such officer's or director's behalf, one or more registration
statements and annual reports of the Corporation for filing with the
Securities and Exchange Commission ("SEC"), and any and all amendments to
said documents which said attorney may deem necessary or desirable to
enable the Corporation to register the offering of (i) serial preferred
stock; (ii) common stock; (iii) debt securities; and/or (iv) participation
interests in employee benefit plans under the federal securities law, and
to further enable the Corporation to file such reports as are necessary
under Section 13 or 15(d) of the Securities Exchange Act of 1934 and such
other documents as are necessary to comply with all rules, regulations or
requirements of the SEC in respect thereto; and
FURTHER RESOLVED, that any officer of the Corporation is hereby authorized
to do and perform, or cause to be done or performed, any and all things and
to execute and deliver any and all agreements, certificates, undertakings,
documents or instruments necessary or appropriate in order to carry out the
purpose and intent of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned has set her hand this 11th day of March,
1998.
/s/ KARIN M. KINNEY
------------------------------------
<PAGE>
IKON OFFICE SOLUTIONS, INC.
STOCK AWARD PLAN
1. PURPOSE. The IKON Office Solutions, Inc. Stock Award Plan enables
-------
employees and directors of IKON Office Solutions, Inc. ("IKON") to receive
shares of IKON common stock in recognition of services rendered or to be
rendered. Thus, the Plan is intended to reward individuals who have contributed
or will contribute to the success of IKON.
2. EFFECTIVE DATE. The Plan was effective as of October 1, 1992.
--------------
3. ELIGIBILITY. All full-time or part-time employees of IKON and its
-----------
subsidiaries and all directors of IKON shall be eligible for selection to
receive awards of IKON common stock as provided by the Plan.
4. SELECTION. The Committee described in Paragraph 8, by action of at
---------
least two members, shall: a) select individuals to receive stock awards from
time to time; b) determine the number of shares subject to each award; c)
determine the amount of compensation, if any, which selected employees or
directors shall be required to forgo as a condition to receiving such awards; d)
determine any employment restrictions or performance criteria to be placed upon
such awards; and e) determine any other terms or conditions to be placed upon
the awards. Such selections and determinations shall be entirely within the
discretion of the Committee, but the Committee may consider recommendations
received from IKON management. Notwithstanding the foregoing, the Committee
must obtain the prior approval of the Human Resources Committee for any award
proposed to be granted to an executive officer of the Company. "Executive
Officer" shall mean an IKON employee who files reports regarding ownership of
IKON stock pursuant to Section 16 of the Securities Exchange Act of 1934. In
addition, the Committee must obtain the prior approval of the Board of Directors
for any award proposed to be granted to a non-employee member of the Board of
Directors.
5. a) NUMBER OF SHARES. An award to be granted hereunder shall state
----------------
the number of shares of IKON common stock subject to the award.
b) EMPLOYMENT OR PERFORMANCE RESTRICTIONS. The award may (but need
--------------------------------------
not) specify that the employee or director must remain employed or must serve as
a director for a specified period from date of the grant of the award (the
"Employment Period") as a condition to receiving all or a portion of the IKON
stock subject to the award, or the stock award may (but need not) specify that
individual or company performance
<PAGE>
criteria must be met over a period of time (the "Performance Period") as a
condition to receiving such shares. If such an Employment Period or Performance
Period is specified, the stock subject to the Employment Period or Performance
Period restriction shall generally not be delivered unless and until the
Employment Period or Performance Period has been completed and any applicable
Performance Period or Employment Period criteria have been met. In no event
shall the Employment Period or Performance Period exceed ten years.
c) PAYMENT REQUIREMENT. The award may (but need not) specify that the
--------------------
employee or director has elected to forgo a specified portion of his or her
compensation as a condition to receiving the award.
6. RIGHTS AS SHAREHOLDER. Unless an Employment Period or Performance
---------------------
Period is specified, an individual who has received a stock award hereunder
shall generally have all the rights of a shareholder with respect to the IKON
stock subject to the award upon delivery of the shares subject to such award.
Unless otherwise determined by the Committee, or by the Human Resources
Committee (for executive officers), or by the Board of Directors (for non-
employee directors), or unless specified in a particular stock award (or in
other documentation), if an Employment Period or Performance Period is
specified, the employee or director generally shall not have any rights as a
shareholder with respect to the IKON stock subject to the Employment Period or
Performance Period restriction until the Employment Period or Performance Period
has been successfully completed and shares have been delivered pursuant to the
award.
7. CHANGES IN CAPITALIZATION. In the event of any stock dividend, stock
-------------------------
split, combination of shares, merger, consolidation, reorganization, spin-off or
recapitalization affecting the outstanding shares of IKON common stock (an
"Event"), the maximum number and kind of shares that may be issued under the
Plan, and the number and kind of shares subject to then outstanding awards shall
be appropriately and equitably adjusted as necessary to maintain the same
proportionate number of shares as existed immediately prior to the Event.
8. ADMINISTRATION. The Plan shall be administered by IKON's Retirement
--------------
Plans Committee (the "Committee"), and any decision made by at least two members
of the Committee in carrying out, administering or construing the Plan shall be
final and binding. Notwithstanding the foregoing, the terms of any award
proposed to be granted to an executive officer must be approved in advance by
the Human Resources Committee, and the terms of any award proposed to be granted
to a non-employee director must be approved in
-2-
<PAGE>
advance by the Board of Directors. The Committee may, in its discretion, appoint
a Plan Administrator who shall handle the day-to-day operations of the Plan and
who shall perform such other duties and take such other actions as may be
delegated to the Plan Administrator by the Committee.
9. AMENDMENT OR TERMINATION. The Plan may be amended at any time by
------------------------
action of the Committee, Human Resources Committee or Board of Directors, except
only the Human Resources Committee or the Board of Directors shall have the
authority to: i) amend the Plan to materially change the amount or nature of the
benefits to be received thereunder, or ii) amend the provisions of the Plan
regarding awards to executive officers. In addition, only the Board of
Directors shall have the authority to amend the provisions of the Plan regarding
awards to non-employee directors. The Plan may be suspended or terminated at
any time by action of the Human Resources Committee or the Board of Directors.
No amendment, suspension or termination shall have a material adverse effect on
the rights of those individuals who have received stock awards under the Plan.
10. TERMINATION OF EMPLOYMENT OR DIRECTORSHIP. Unless otherwise provided
-----------------------------------------
in a particular stock award (or in other documentation), or by the Committee, or
by the Human Resources Committee (for executive officers), or by the Board of
Directors (for non-employee directors), if the employment or directorship (with
IKON or a subsidiary) of an individual who has received a stock award subject to
an Employment Period terminates due to death or total disability (as defined in
IKON's Long Term Disability Plan), the individual (or legal representative or
heir) shall generally be entitled to receive all shares of IKON common stock
subject to such stock award regardless of whether the Employment Period has been
completed. Unless otherwise provided in a particular stock award (or in other
documentation), if the employment or directorship (with IKON or a subsidiary) of
an individual who has received a stock award subject to a Performance Period
terminates due to death or total disability (as defined in IKON's Long Term
Disability Plan), the Committee, or the Human Resources Committee (for executive
officers), or the Board of Directors (for non-employee directors) shall
determine, in its sole discretion, whether the individual (or the individual's
legal representative or heir) shall be entitled to receive all or any portion of
the shares of IKON common stock subject to such stock award regardless of
whether the Performance Period has been successfully completed. Unless otherwise
provided in a particular stock award (or in other documentation), or by the
Committee, or by the Human Resources Committee (for executive officers), or by
the Board of Directors (for non-employee directors), if the employment or
directorship (with IKON or a subsidiary)
-3-
<PAGE>
of an individual who has received a stock award subject to an Employment Period
or Performance Period terminates for any reason other than those set forth
above, or if the Performance Period criteria are not met, the individual will
generally forfeit all shares of IKON common stock which were awarded subject to
the Employment Period or Performance Period restriction.
11. NO AGREEMENT TO RETAIN. Nothing in the Plan shall be construed
----------------------
to constitute or be evidence of an agreement or understanding, express or
implied, on the part of IKON or its subsidiaries, to retain or employ an
employee, or to retain or recommend the nomination of any director who has
received a stock award, unless otherwise specified in the individual award.
12. WITHHOLDING. IKON and its subsidiaries will have the right to require
-----------
payment, as a condition to receiving the award, of an amount necessary to
satisfy withholding requirements for all federal, state and local taxes. In
connection with such withholding, IKON and its subsidiaries may make such
arrangements, consistent with the Plan, as they may deem appropriate.
-4-
<PAGE>
IN WITNESS WHEREOF, the IKON Office Solutions, Inc. Stock Award Plan is
hereby adopted by the Corporation, by duly authorized signature set forth below.
IKON OFFICE SOLUTIONS, INC.
By: /s/ Karin M. Kinney
-------------------
Title: Secretary
------------------
-5-
