UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 6, 1998
IKON Office Solutions, Inc.
(Exact name of registrant as specified in its charter)
OHIO File No. 1-5964 23-0334400
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
P.O. Box 834, Valley Forge, Pennsylvania 19482
Registrant's telephone number, including area code: (610) 296-8000
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
Registrant is filing this Form 8-K solely for the purpose of disclosing the
effect of adoption of Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128"), on the Annual Report on Form 10-K for the
fiscal year ended September 30, 1997 and the related restatement of earnings per
share therein, so that such information may be incorporated by reference into
Registration Statements on Forms S-3 and S-8 to be filed after this Form 8-K is
filed. Restatement of selected financial data and related disclosures due to the
adoption of SFAS 128 for the five fiscal years ended September 30, 1997 and the
fiscal quarters in each of the years ended September 30, 1997 and 1996 is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(99.1) Restatement of Selected Financial Data and Related
Disclosures Due to the Adoption of SFAS 128,
"Earnings Per Share"
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IKON OFFICE SOLUTIONS, INC.
By: /s/ Michael J. Dillon
Michael J. Dillon
Vice President and Controller
Dated: March 6, 1998
<PAGE>
Index to Exhibit
(99.1) Restatement of Selected Financial Data and Related Disclosures
Due to the Adoption of SFAS 128, "Earnings Per Share"
EXHIBIT 99.1
Restatement of Selected Financial Data and Related Disclosures
Due to the Adoption of SFAS 128, "Earnings Per Share"
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" (SFAS 128), which was effective for financial
statements issued for periods ending after December 15, 1997. Accordingly, the
tables below serve to replace the presentation of primary earnings per share as
reported in the Company's Annual Report on Form 10-K with a dual presentation of
basic and diluted earnings per share. For each of the five fiscal years in the
period ended September 30, 1997, diluted earnings per share from continuing
operations under SFAS 128 is the same amount as earnings per share from
continuing operations previously reported under prior accounting standards.
FISCAL YEAR INFORMATION
The following table presents earnings (loss) per share and weighted average
outstanding shares and supersedes corresponding amounts reported in the
Corporate Financial Summary on pages 38 and 39 of the Company's September 30,
1997 Annual Report to Shareholders incorporated by reference in Item 6 of the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1997 (shares in thousands):
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
Earnings (loss) per share
<S> <C> <C> <C> <C> <C>
Continuing operations $ 0.77 $ 1.13 $ 0.87 $ (0.09) $ 0.53
Discontinued operations 0.15 0.37 0.78 0.68 (0.60)
Extraordinary loss (0.09)
------- ------- ------- ------- ------
$ 0.83 $ 1.50 $ 1.65 $ 0.59 $ (0.07)
======= ======= ======= ======= ======
Weighted Average Shares 133,261 125,856 114,296 109,336 97,268
======= ======= ======= ======= ======
Earnings (loss) per share, assuming dilution
Continuing operations $ 0.77 $ 1.12 $ 0.86 $ (0.09) $ 0.52
Discontinued operations 0.15 0.35 0.76 0.68 (0.59)
Extraordinary loss (0.09)
------- ------- ------- ------- ------
$ 0.83 $ 1.47 $ 1.62 $ 0.59 $(0.07)
======= ======= ======= ======= ======
Weighted Average Shares, assuming dilution 134,647 130,419 116,474 109,336 98,746
======= ======= ======= ======= ======
</TABLE>
<PAGE>
QUARTERLY INFORMATION
The following table presents quarterly earnings (loss) per share for the fiscal
years ended September 30, 1997 and September 30, 1996 and supersedes
corresponding amounts reported in the Quarterly Financial Summary on page 37 of
the Annual Report to Shareholders incorporated by reference in Item 8 of the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1997.
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
1997
Earnings (loss) per share
<S> <C> <C> <C> <C> <C>
Continuing operations $0.30 $0.07 $0.19 $0.21 $0.77
Discontinued operations 0.15 0.15
Extraordinary loss (0.09) (0.09)
----- ----- ----- ----- -----
$0.36 $0.07 $0.19 $0.21 $0.83
===== ===== ===== ===== =====
Earnings (loss) per share, assuming dilution
Continuing operations $0.30 $0.07 $0.19 $0.21 $0.77
Discontinued operations 0.15 0.15
Extraordinary loss (0.09) (0.09)
----- ----- ----- ----- -----
$0.36 $0.07 $0.19 $0.21 $0.83
===== ===== ===== ===== =====
1996
Earnings (loss) per share
Continuing operations $0.25 $0.28 $0.30 $0.30 $1.13
Discontinued operations 0.23 0.23 (0.16) 0.08 0.37
----- ----- ----- ----- -----
$0.48 $0.51 $0.14 $0.38 $1.50
===== ===== ===== ===== =====
Earnings (loss) per share, assuming dilution
Continuing operations $0.25 $0.28 $0.29 $0.30 $1.12
Discontinued operations 0.21 0.22 (0.15) 0.08 0.35
----- ----- ----- ----- -----
$0.46 $0.50 $0.14 $0.38 $1.47
===== ===== ===== ===== =====
</TABLE>
<PAGE>
SFAS 128 DISCLOSURE
The following table presents the required disclosures under Financial Accounting
Standards Board Statement No. 128 for the years ended September 30, 1997, 1996,
and 1995.
The following table sets forth the computation of basic and diluted
earnings per share from continuing operations (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
9/30/97 9/30/96 9/30/95
Numerator:
<S> <C> <C> <C>
Income from continuing operations $122,362 $164,893 $115,011
Preferred stock dividends 19,540 22,319 15,209
-------- -------- --------
Numerator for continuing operations
basic earnings per share - income
available to common shareholders 102,822 142,574 99,802
Effect of dilutive securities:
Dividends on Series AA preferred stock 2,779
Interest on convertible loan notes 329 307
-------- -------- --------
329 3,086
Numerator for continuing operations
diluted earnings per share - income
available to common shareholders
after assumed conversions $103,151 $145,660 $99,802
======== ======== ========
Denominator:
Denominator for basic earnings per
share - weighted average shares 133,261 125,856 114,296
Effect of dilutive securities:
Series AA convertible preferred stock 2,396
Employee stock options 1,113 1,793 2,178
Convertible loan notes 273 374
-------- -------- --------
Dilutive potential common shares 1,386 4,563 2,178
Denominator for diluted earnings per
share - adjusted weighted average
shares and assumed conversions 134,647 130,419 116,474
======== ======== ========
Basic earnings per share from
continuing operations $0.77 $1.13 $0.87
======== ======== ========
Diluted earnings per share from
continuing operations $0.77 $1.12 $0.86
======== ======== ========
</TABLE>
For additional disclosures regarding the outstanding preferred stock
and employee stock options, see Note 9 to the financial statements in the annual
report to shareholders.
Options to purchase 1,461,594 shares of common stock at $36.66 per
share to $59.99 per share were outstanding during fiscal 1997 but were not
included in the computation of diluted earnings per share because the options'
exercise prices were greater than the average market price of the common shares
and, therefore, the effect would be antidilutive.
The Company's Series BB conversion preferred stock is excluded from the
diluted calculation because the effect of adding 9,682,144 shares and deleting
the preferred dividends to reflect assumed conversion would be antidilutive. In
fiscal 1995, the Company's Series AA convertible preferred stock has been
excluded from the diluted calculation because the effect of adding 9,016,553
shares and deleting the preferred dividends relating to the Series AA
convertible preferred stock to reflect the assumed conversion is antidilutive in
that fiscal year.
