<PAGE>
As filed with the Securities and Exchange Commission on November 9, 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)
_____________________________
P.O. Box 834
Valley Forge, Pennsylvania 19482
(Address of Principal Executive Offices) (Zip Code)
_____________________________
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS 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)
___________________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED UNIT* PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Common stock 20,000,000 $9.00 $180,000,000 $50,040
without
par value**
- -----------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(c)
**In addition, 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 described herein.
This Registration Statement relates to Registration Statement No. 333-47765 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.
On March 4, 1998, the Registrant filed a Registration Statement on Form S-
8, Registration Statement No. 333-47765, to register 6,000,000 shares of common
stock which were issuable under the Registrant's Retirement Savings Plan. The
contents of Registration Statement No. 333-47765 are incorporated by reference
in the Registration Statement. The Registrant is now filing this separate
Registration Statement to register an additional 20,000,000 shares of common
stock which may be issued under the Retirement Savings Plan.
Item 8. Exhibits
- -----------------
(4.1) Amended and Restated Rights Agreement, dated as of June 18, 1997
between IKON Office Solutions, Inc. and National City Bank, filed on
June 18, 1997 as Exhibit 1 to IKON Office Solutions, Inc.'s Report
on Form 8-K, is incorporated herein by reference.
(5) Opinion of Ballard Spahr Andrews & Ingersoll, LLP re: legality.
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(24.1) Certified resolution regarding Powers of Attorney.
(99) IKON Office Solutions, Inc. Retirement Savings Plan (the "Plan"),
filed as Exhibit 99 to Registration Statement Number 333-47765, is
incorporated herein by reference.
(99.1) Amendment No. 9 to the 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 6th day of November 1998.
IKON OFFICE SOLUTIONS, INC.
Date: November 6, 1998 By: /s/Michael J. Dillon
---------------------------------
(Michael J. Dillon)
Vice President and Controller
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.
<TABLE>
<CAPTION>
Signature TITLE DATE
--------- ----- ----
<S> <C> <C>
*JAMES J. FORESE Chief Executive Officer, November 6, 1998
--------------------------------- President and a Director
(James J. Forese) (Principal Executive Officer)
*KURT E. DINKELACKER Executive Vice President, November 6, 1998
--------------------------------- Chief Financial Officer
(Kurt E. Dinkelacker) and a Director
(Principal Financial Officer)
/s/Michael J. Dillon Vice President and Controller November 6, 1998
-------------------------------- (Principal Accounting Officer)
(Michael J. Dillon)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature TITLE DATE
<S> <C> <C>
*JUDY BELL Director November 6, 1998
--------------------------------
(Judy Bell)
*JAMES R. BIRLE Director November 6, 1998
--------------------------------
(James R. Birle)
*PHILIP E. CUSHING Director November 6, 1998
--------------------------------
(Philip E. Cushing)
*THOMAS P. GERRITY Director November 6, 1998
--------------------------------
(Thomas P. Gerrity)
*FREDERICK S. HAMMER Director November 6, 1998
--------------------------------
(Frederick S. Hammer)
*BARBARA BARNES HAUPTFUHRER Director November 6, 1998
--------------------------------
(Barbara Barnes Hauptfuhrer)
*RICHARD A. JALKUT Director November 6, 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 November 6, 1998
--------------------------------
(Michael J. Dillon)
</TABLE>
<PAGE>
THE PLAN. 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 Malvern, Pennsylvania, on the 6th day
of November, 1998.
RETIREMENT SAVINGS PLAN
By: /s/ Nancy J. Heiden
-------------------------------
(Nancy J. Heiden)
Plan Administrator
<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 resolution regarding Powers of Attorney.
(99.1) Amendment No. 9 to the IKON Office Solutions, Inc. Retirement
Savings Plan.
<PAGE>
Exhibit 5
November 6, 1998
IKON Office Solutions, Inc.
P.O. Box 834
Valley Forge, PA 19482
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, interests (the "Interests") in the IKON Office Solutions, Inc.
Retirement Savings Plan (the "Plan") and an additional 20,000,000 shares of its
Common Stock (the "Shares") for offering pursuant to the Plan from time to time
to certain employees of IKON. The Shares may be presently authorized but
unissued shares or shares held as treasury shares at the time of their delivery.
In rendering our opinion, we have reviewed such certificates, documents,
corporate records and other instruments as in our judgment 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 (i) the Interests
created pursuant to the Plan will be legal and binding obligations of IKON and
(ii) 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) of IKON Office Solutions, Inc. pertaining to the IKON Office Solutions,
Inc. Retirement Savings 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 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
--------------------------------
Philadelphia, Pennsylvania
November 6, 1998
<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 Kurt E. Dinkelacker, 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, and any and all amendments thereto, for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all such
other documents which said attorney may deem necessary or desirable.
Dated this 6th day of November, 1998.
/s/Judy Bell
--------------------------
Judy Bell
<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, Jr., 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, and any and all amendments thereto, for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all such
other documents which said attorney may deem necessary or desirable.
Dated this 6th day of November, 1998.
/s/James R. Birle
------------------------
James R. Birle
<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, Jr., 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, and any and all amendments thereto, for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all such
other documents which said attorney may deem necessary or desirable.
Dated this 6th day of November, 1998.
/s/Philip E. Cushing
--------------------
Philip E. Cushing
<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, Jr., 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, and any and all amendments thereto, for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all such
other documents which said attorney may deem necessary or desirable.
Dated this 6th day of November, 1998.
/s/Kurt E. Dinkelacker
----------------------
Kurt E. Dinkelacker
<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 Kurt E. Dinkelacker, 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, and any and all amendments thereto, for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all such
other documents which said attorney may deem necessary or desirable.
Dated this 6th day of November, 1998.
/s/James J. Forese
------------------------
James J. Forese
<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, Jr., 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, and any and all amendments thereto, for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all such
other documents which said attorney may deem necessary or desirable.
Dated this 6th day of November, 1998.
/s/Thomas P. Gerrity
---------------------------
Thomas P. Gerrity
<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, Jr., 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, and any and all amendments thereto, for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all such
other documents which said attorney may deem necessary or desirable.
Dated this 6th day of November, 1998.
/s/Frederick S. Hammer
---------------------------
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, Jr., 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, and any and all amendments thereto, for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all such
other documents which said attorney may deem necessary or desirable.
Dated this 6th day of November, 1998.
/s/Barbara Barnes Hauptfuhrer
------------------------------
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, Jr., 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, and any and all amendments thereto, for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all such
other documents which said attorney may deem necessary or desirable.
Dated this 6th day of November, 1998.
/s/Richard A. Jalkut
-------------------------------
Richard A. Jalkut
<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 3, 1998, 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 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 6th day of
November, 1998.
/s/ KARIN M. KINNEY
---------------------------------
<PAGE>
Exhibit 99.1
AMENDMENT NO. 9
TO THE
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN
WHEREAS, IKON Office Solutions, Inc. ("IKON") sponsors and maintains the IKON
Office Solutions, Inc. Retirement Savings Plan (the "Plan") for the benefit of
certain of its employees; and
WHEREAS, IKON now wishes to amend the Plan to provide for the allocation of
qualified nonelective contributions to before-tax accounts; to reflect changes
in the provisions of the plan approved by the IKON Retirement Plans Committee at
a recent meeting; and to comply with certain requirements of the Internal
Revenue Code of 1986, as amended;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective December 1, 1997, Section 2.1(g) is amended to provide as
follows:
(g) Reserved.
II. Effective December 1, 1997, Section 2.44 is amended in its entirety to
provide as follows:
2.44 "Qualified Nonelective Contributions" shall mean amounts which
-----------------------------------
are contributed to the Fund by the Employer on behalf of
non-highly compensated Eligible Employees; which are allocated on the
basis of Compensation; which Eligible Employees may not elect to
receive in cash; and which, when made, are subject to the distribution
and nonforfeitability requirements of section 401(k) of the Code. As
provided in Section 13.8(b), Qualified Nonelective Contributions may
not be withdrawn from the Plan on account of hardship.
<PAGE>
III. Effective January 1, 1997, Article III is amended by the addition of the
following new Section 3.6:
3.6 Employees with Transferred Accounts. An Employee eligible to
-----------------------------------
participate in the Plan may have Accounts which have been
transferred from the Unisource RSP pursuant to Section 6.9. Such an
Employee shall be a Participant as of the date on which his Unisource
RSP accounts are transferred to this Plan, but shall be an active
Participant only if and when he elects to contribute (or is deemed to
have elected to contribute) Basic Contributions in accordance with
Section 4.1.
IV. Effective January 1, 1998, Section 4.1(d) is amended to provide as
follows:
(d) A Participant shall cease to be an active Participant (that
is, his Basic and Supplemental Contributions shall stop) as soon as he
ceases to be actively employed by the Employer, even if he is
receiving severance pay. Basic and Supplemental Contributions may be
deducted only from Compensation and, as provided in Section 2.17,
severance pay is not Compensation.
V. Effective January 1, 1998, Article IV is amended by the addition of the
following new Section 4.1A:
4.1A Dollar Limit on Basic and Supplemental Contributions. In any
-----------------------------------------------------
one taxable year, the amount of Basic and Supplemental Contributions
plus any other elective deferrals (as defined in section 402(g)(3) of
the Code) allocated to a Participant's accounts under this Plan and
all other plans, contracts, and arrangements maintained by the
Employer and all Affiliated Companies shall in no event exceed the
dollar limit in effect under section 402(g) of the Code at the
beginning of that taxable year ($10,000 for 1998).
VI. Effective January 1, 1998, Sections 6.8 and 6.9 are amended in their
entirety to provide as follows:
<PAGE>
6.8 Transfers to Unisource RSP.
--------------------------
(a) A Participant's Accounts shall be transferred from this
Plan to the Unisource RSP if the Participant is hired or rehired by
Unisource and becomes eligible to participate in the Unisource RSP
during the period beginning on January 2, 1997 and ending on February
28, 1998.
(b) The Accounts of a Participant described in Subsection (a)
shall be transferred to the Unisource RSP as soon as administratively
practicable after the Recordkeeper learns that the Participant has
been hired or rehired by Unisource. The balance in each transferred
Account or Sub-Account shall be credited to the Participant's
corresponding account or sub-account under the Unisource RSP.
(c) After a Participant's Accounts have been transferred to the
Unisource RSP as described above, the Participant shall have no
Accounts under this Plan and shall cease to be a Participant.
6.9 Transfers from Unisource RSP.
----------------------------
(a) An Employee eligible to participate in this Plan may have
accounts under the Unisource RSP. The Employee's Unisource RSP
accounts shall be transferred to this Plan if the Employee is hired or
rehired by the Employer during the period beginning on January 2, 1997
and ending on February 28, 1998.
(b) The Unisource RSP accounts of an Employee described in
Subsection (a) shall be transferred to this Plan as soon as
administratively practicable after the recordkeeper for the Unisource
RSP is notified that the Employee has Unisource RSP accounts. The
balance in each transferred account (or sub-account) shall be credited
to the Employee's corresponding Account (or Sub-Account) under this
Plan and the Employee shall then be a Participant in this Plan, as
provided in Section 3.6.
VII. Effective January 1, 1998, Sections 7.2(b), 7.4(a), and 7.6(a) are
amended by replacing the figure "$3,500" with the figure "$5,000."
VIII. Effective January 1, 1997, Section 8.1(a) is amended to provide as
follows:
(a) Except as provided in Subsection (b), a Participant's normal
form of benefit shall be a single sum distribution.
<PAGE>
IX. Effective January 1, 1998, Section 8.8 is amended in its entirety to
provide as follows:
8.8 Cash-Outs of Small Accounts. If a Participant's vested
---------------------------
interest in his Accounts, valued in accordance with Section
11.8 as of the date on which he terminates employment, is $3,500 or
less ($5,000 or less, beginning on January 1, 1998), the vested
portion of the Participant's Accounts shall be distributed in a
single-sum payment, as provided in Section 9.3(a).
X. Effective December 1, 1997, Section 9.1(e) is amended to provide as
follows:
(e) A Participant shall at all times be one hundred percent
(100%) vested in his After-Tax, Before-Tax, Money Purchase, Rollover,
and QMAC Accounts and in all accounts transferred from a Prior Plan.
XI. Effective January 1, 1998, Section 9.3 is amended in its entirety to
provide as follows:
9.3 Terminated Vested Participant.
-----------------------------
(a) If a terminated vested Participant's vested interest in his
Accounts is valued at $3,500 or less ($5,000 or less, beginning on
January 1, 1998), the vested portion of his Accounts shall be
distributed in a single sum payment, as follows:
(1) The Participant shall have the right to elect a direct
rollover in accordance with Section 8.9 if his distribution is an
"eligible rollover distribution" (as defined in Section 8.9(c)). The
Recordkeeper shall provide the Participant with a notice of his right
to elect a direct rollover, and the Participant shall then have 90
days in which to elect a direct rollover.
(2) If the Participant does not elect a direct rollover within
his 90-day election period (or if his distribution is not an eligible
rollover distribution), the vested portion of his Accounts shall
immediately be distributed to him in a single sum payment.
(b) If a terminated vested Participant's vested interest in his
Accounts is valued at more than $3,500 (more than $5,000, beginning on
January 1, 1998), the vested portion of the Accounts shall be
distributed pursuant to Article VIII
<PAGE>
as if the Participant had continued employment until age 62. However,
the vested portion of the Participant's Accounts shall be distributed
to him earlier than his 62nd birthday if he requests earlier
distribution.
(c) A distribution under Subsection (a) shall in no event be
made after (1) the first day of the first period for which an amount
is paid as an annuity or (2) in the case of a benefit not payable in
annuity form, the first day on which all events have occurred which
entitle the Participant to receive his benefit in a form other than an
immediate single sum payment, unless the Participant and his Spouse
(if any) consent in writing to receive an immediate single sum
payment. Such consent shall be made in a form and manner similar to
that described in Section 8.3A(a).
XII. Effective January 1, 1998, Section 11.8(c) is amended to provide as
follows:
(c) If the value of a Participant's vested interest in his
Accounts at the time of a distribution is more than $3,500 (more than
$5,000, beginning on January 1, 1998), the value of his vested
interest in those Accounts at any later time shall be deemed to be
more than $3,500 (more than $5,000, beginning on January 1, 1998) for
purposes of determining whether the Participant's benefit may be
cashed out.
XIII. Effective December 1, 1997, Section 13.6 is amended in its entirety to
provide as follows:
13.6 Withdrawals After Age 59 1/2. The provisions of
----------------------------
Section 13.7 notwithstanding, after a Participant has attained age 59
1/2 he may withdraw up to the total value of his Before-Tax and QMAC
Accounts; provided, however, that any such withdrawal may be subject
to the consent of the Participant's Spouse (as described in Section
13.11).
XIV. Effective December 1, 1997, Section 13.8(b) is amended to provide as
follows:
(b) In the event of unusual hardship as presented in writing
to, demonstrated to the satisfaction of, and specifically approved by
the Administrator, a Participant may:
<PAGE>
(1) withdraw any amount from his After-Tax Account (other than
Sub-Account C),
(2) withdraw any amount from his Rollover Account,
(3) withdraw all or any portion of his vested interest in his
Employer Account, and
(4) withdraw from his Before-Tax Account an amount not greater
than his Basic and Supplemental Contributions not previously withdrawn
plus earnings thereon credited as of December 31, 1988. Qualified
Nonelective Contributions held in the Before-Tax Account may not be
withdrawn on account of hardship.
XV. Effective December 1, 1997, Section 14.8(b) is amended to provide as
follows:
(b) The amount which is borrowed for the loan shall be
allocated first from the Borrower's Before-Tax Account, then from the
Borrower's After-Tax Sub-Account C, then from his Money Purchase Plan
Account, then from the vested portion of his Employer Account, then
from his Rollover Account, then from his remaining After-Tax Account,
and finally from his QMAC Account.
XVI. Effective December 1, 1997, Section 14.13(b)(1) is amended to provide as
follows:
(b) (1) Subsection (a) notwithstanding, in the case of a
Borrower who is a Participant, the Recordkeeper shall in no event use
that Borrower's Before-Tax or QMAC Account to reduce his indebtedness
unless, as of the date of foreclosure, the Borrower has reached age 59
1/2, retired, terminated his employment with the Employer, or suffered
a Total Disability, or is eligible to withdraw his Accounts because
one of the events described in Section 13.9 has occurred. This
restriction shall not apply in the case of foreclosure upon the
security of a Borrower who is the beneficiary of a deceased
Participant.
XVII. Effective January 1, 1995, Section B.4(a) of Appendix B is amended to
provide as follows:
<PAGE>
(a) A Participant's Annual Additions shall in no event exceed
the lesser of:
(1) $30,000, or
(2) twenty-five percent (25%) of such Participant's
Limitation Compensation for the Limitation Year.
XVIII. Effective December 1, 1997, Appendix E is amended in its entirety by
replacing it with the restated Appendix E attached hereto.
IN WITNESS WHEREOF, IKON has authorized its duly appointed officers to execute
this Amendment No. 9 this 14th day of April, 1998.
IKON OFFICE SOLUTIONS, INC.
By:____________________________
Attest:____________________________
<PAGE>
APPENDIX E
QUALIFIED NONELECTIVE CONTRIBUTIONS
AND
QUALIFIED MATCHING CONTRIBUTIONS
------------------------------------
E.1 QNECs and QMACs. If the Administrator determines that the Plan does not
---------------
satisfy the ADP Test and/or the ACP Test, it may recommend that the Employer
make Qualified Nonelective Contributions and/or Qualified Matching Contributions
on behalf of all or a selected group of non-highly compensated Eligible
Employees. Any such contributions that the Employer makes shall be allocated in
accordance with Section E.2.
E.2 Allocation to Accounts.
----------------------
(a) (1) Qualified Nonelective Contributions shall be allocated to the
Before-Tax Accounts of "eligible individuals" (as defined in paragraph (2)).
Qualified Nonelective Contributions shall be allocated in the proportion that a
given eligible individual's Compensation for the Plan Year for which the
Qualified Nonelective Contributions are made bears to the sum of the
Compensation of all eligible individuals for such Plan Year. (2) For the purpose
of this Subsection, an individual shall be an "eligible individual" if, with
respect to the Plan Year for which the Qualified Nonelective Contributions are
made, he (A) is an Eligible Employee, (B) is not a Highly Compensated Employee,
and (C) is designated by the Administrator to receive an allocation of Qualified
Nonelective Contributions.
(b) (1) Qualified Matching Contributions shall be allocated to the QMAC
Accounts of the individuals who are "eligible Participants" (as defined in
paragraph (2)). Qualified Matching Contributions shall be allocated in the
proportion that a given eligible
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Participant's Salary Reduction Savings for the Plan Year for which the Qualified
Matching Contributions are made bears to the sum of the Salary Reduction Savings
of all eligible Participants for such Plan Year.
(2) For the purpose of this Subsection, a Participant shall be an
"eligible Participant" if, with respect to the Plan Year for which the
Qualified Matching Contributions are made, he (A) is a Participant, (B) is
not a Highly Compensated Employee, and (C) is designated by the
Administrator to receive an allocation of Qualified Matching Contributions.
E.3 Use of QNECs and QMACs.
----------------------
(a) Qualified Nonelective Contributions and/or Qualified Matching
Contributions shall be used to help the Plan satisfy the ADP Test by
increasing the Individual Deferral Percentages (and, thus, the Actual
Deferral Percentage) of the non-highly compensated Eligible Employees. As
provided in Section A.3(b)(2), Qualified Nonelective Contributions and
Qualified Matching Contributions included in the numerator of an Eligible
Employee's Individual Deferral Percentage shall in no event be included in
the numerator of his Individual Contribution Percentage.
(b) Qualified Matching Contributions and/or Qualified Nonelective
Contributions shall be used to help the Plan satisfy the ACP Test by
increasing the Individual Contribution Percentages (and, thus, the Actual
Contribution Percentage) of the non-highly compensated Eligible Employees.
As provided in Section A.6(b)(2), Qualified Matching Contributions and
Qualified Nonelective Contributions included in the numerator of an
Eligible Employee's Individual Contribution Percentage shall in no event be
included in the numerator of his Individual Deferral Percentage.
