As filed with the Securities and Exchange Commission on June 26, 2000
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.
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
-----------------------------
Don H. Liu
Senior Vice President, General 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>
<CAPTION>
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 123,420 $5.16 $636,847.20 $168.13
without
par value**
---------
*Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(c).
**This Registration Statement relates to Registration Statement No. 33-55096 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 file on this form relating to the same employee benefit
plan is effective.
</TABLE>
<PAGE>
On November 23, 1992, the Registrant filed a Registration Statement on
Form S-8, Registration Statement No. 33-55096 to register 50,000 shares of
common stock, no par value (the "Common Stock") which were issuable under the
Registrant's 1993 Stock Option Plan for Non-Employee Directors (the "Plan"). The
contents of Registration Statement No. 33-55096 are incorporated by reference in
this Registration Statement. The Registrant is now filing this separate
Registration Statement to register an additional 123,420 shares of Common Stock
("Registrant Statement") which may be issued under the Plan.
Item 8. Exhibits
(4.1) Amended and Restated Rights Agreement, dated as of June 18,
1997 between Registrant and National City Bank, filed on June
18, 1997 as Exhibit 1 to Registrant's Report on Form 8-K, is
incorporated herein by reference.
(5) Opinion of Don H. Liu re: legality.
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(24.1) Certification of Board Resolution re: Power of Attorney.
(99.1) IKON Office Solutions, Inc. 1993 Stock Option Plan for
Non-Employee Directors (the "Plan"), filed as Exhibit 4 to
Registration Statement Number 33-55096, is incorporated herein
by reference.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933
("Securities Act"), 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 23rd
day of June 2000.
IKON OFFICE SOLUTIONS, INC.
Date: June 26, 2000 By: /s/WILLIAM S. URKIEL
----------------------------------------------
(William S. Urkiel)
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ JAMES J. FORESE Chairman and Chief Executive June 26, 2000
----------------------- Officer (Principal Executive
(James J. Forese) Officer)
/s/ WILLIAM S. URKIEL Senior Vice President and June 26, 2000
----------------------- Chief Financial Officer
(William S. Urkiel) (Principal Financial Officer)
/s/CARLYLE SINGER Controller June 26, 2000
----------------------- (Principal Accounting Officer)
(Carlyle Singer)
<PAGE>
Signature Title Date
*JUDITH M. BELL Director June 26, 2000
-----------------------------
(Judy Bell)
*JAMES R. BIRLE Director June 26, 2000
-----------------------------
(James R. Birle)
*PHILIP E. CUSHING Director June 26, 2000
-----------------------------
(Philip E. Cushing)
*RICHARD A. JALKUT Director June 26, 2000
-----------------------------
(Richard A. Jalkut)
*ROBERT M. FUREK Director June 26, 2000
-----------------------------
(Robert M. Furek)
*ARTHUR E. JOHNSON Director June 26, 2000
-----------------------------
(Arthur E. Johnson)
*THOMAS R. GIBSON Director June 26, 2000
-----------------------------
(Thomas R. Gibson)
*KURT M. LANDGRAF Director June 26, 2000
-----------------------------
(Kurth M. Landgraf)
*By his signature set forth below, Don H. Liu, 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/ DON H. LIU June 26, 2000
---------------------------
(Don H. Liu)
