<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.
PARTNERS' STOCK PURCHASE 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 Amount to be offering price per aggregate offering Amount of
to be registered registered unit* price registration fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Common Stock 2,500,000 $ 32.41 $ 81,025,000 $ 23,902
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. 33-51183 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 Partners' Stock Purchase Plan to the
IKON Office Solutions, Inc. Partners' Stock Purchase Plan.
<PAGE>
On November 24, 1993, the Registrant filed a Registration Statement on Form
S-8, Registration Statement No. 33-51183, to register 1,000,000 shares of
Common Stock which were issuable under the Registrant's Partners' Stock Purchase
Plan. The contents of Registration Statement No. 33-51183 are incorporated by
reference in the Registration Statement, except that the name of the plan has
been changed from the Alco Standard Corporation Partners' Stock Purchase Plan to
the IKON Office Solutions, Inc. Partners' Stock Purchase Plan (the "Partners'
Stock Purchase Plan"). The Registrant is now filing this separate Registration
Statement to register an additional 2,500,000 shares of common stock which may
be issued under the Partners' Stock Purchase 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. Partners' Stock Purchase Plan, filed
as Exhibit 10.21 to the Registrant's Form 10-K for the fiscal year
ended September 30, 1997, is incorporated herein by reference.
<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. Partners' Stock Purchase Plan, filed as
Exhibit 10.21 to the Registrant's Form 10-K for the fiscal year ended
September 30, 1997, is incorporated herein by reference.
<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 2,500,000 shares of IKON Common Stock (the "Shares") for
offering from time to time to certain employees of IKON in connection with the
IKON Office Solutions, Inc. Partners' Stock Purchase 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 confirmity 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 opinions 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. Partners' Stock Purchase 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/ 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, 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, 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 24.1
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
----------------------------------
