As filed with the Securities and Exchange Commission on June 26, 2000
Registration No.
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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)
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2000 IKON OFFICE SOLUTIONS, INC.
NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
2000 IKON OFFICE SOLUTIONS, INC.
EXECUTIVE INCENTIVE PLAN
2000 IKON OFFICE SOLUTIONS, INC.
EMPLOYEE STOCK OPTION PLAN
-----------------------------
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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
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<S> <C> <C> <C> <C>
Common stock 7,000,000** $5.16 $36,120,000.00 $9,535.68
without par value***
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</TABLE>
*Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(c).
**Includes 1,000,000 shares registered under the 2000 Ikon Office Solutions,
Inc. Non-Employee Directors Compensation Plan, 1,000,000 shares registered under
the 2000 Ikon Office Solutions, Inc. Executive Incentive Plan and 5,000,000
shares registered under the 2000 Ikon Office Solutions, Inc. Employee Stock
Option Plan.
***In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of shares that may
become issuable pursuant to the anti-dilution provisions of the plans described
herein.
<PAGE>
Item 1. Plan Information
A prospectus setting forth the information required by Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1).
Item 2. Registrant Information and Employee Plan Annual Information
The documents incorporated by reference in Item 3 of Part II of this
Form S-8 are incorporated by reference in the Section 10(a) prospectus relating
to this registration statement. The foregoing documents and all other documents
required to be delivered to employees pursuant to Rule 428(b) are available
without charge, upon written or oral request, to IKON Office Solutions, Inc.
(the "Registrant" or the "Company") P.O. Box 834, Valley Forge, PA 19482, Attn:
Law Department (telephone number: (215) 296-8000).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
registration statement (the "Registration Statement"):
(a) The Registrant's annual report on Form 10-K/A for the year ended
September 30, 1999;
(b) The Registrant's quarterly reports on Form 10-Q for the quarters ending
on December 31, 1999 and March 31, 2000;
(c) The Registrant's registration statement on Form 8-A, relating to the
Registrant's preferred share purchase rights; and
(d) Description of the Registrant's common stock contained in a
registration statement filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (the "Exchange Act"), prior to
the filing of a post-effective amendment indicating that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock offered hereby has been
passed upon for the Registrant by Don H. Liu, Senior Vice President, General
Counsel and Secretary of the Registrant. On May 31, 2000, Mr. Liu beneficially
owned 62,990 shares of Common Stock of the Registrant and, under stock option
plans of the Company, holds options to purchase 75,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
The Ohio General Corporation Law (the "Ohio Law"), under which the
Registrant is organized, provides that the Registrant may indemnify persons who
incur certain liabilities or expenses by reason of such persons being or having
been directors, officers or employees of the Registrant or serving or having
served in such
<PAGE>
capacities or similar capacities at the Registrant's request for other
corporations or entities. Pursuant to the Ohio Law, the Registrant has adopted,
as part of its Code of Regulations, provisions whereby the Registrant shall
indemnify such persons against such liabilities and expenses resulting from
suits or other proceedings brought by third persons and against expenses
resulting from suits or other proceedings brought in the right of the
Registrant. No indemnification against expenses is to be made, however, in
respect of claims brought in the right of the Registrant where: i) such person
is finally adjudged to be liable for negligence or misconduct in the performance
of a duty to the Registrant, unless specific court approval for such
indemnification is obtained; or ii) the only liability asserted against a
director is pursuant to Section 1701.95 of the Ohio Law (relating to unlawful
loans, dividends or distributions of assets).
As permitted by law, the Registrant has purchased liability insurance
policies covering its directors and officers to provide protection where the law
does not allow the Registrant to indemnify a director or officer. The policies
also provide coverage for indemnifiable expenses, including expenses related to
claims arising under the Employment Retirement Income Security Act against a
director or officer based upon an alleged breach of fiduciary duty or other
wrongful act with respect to an employee benefit plan.
Item 7. Exemption from Registration Claimed
Not Applicable.
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) 2000 IKON Office Solutions, Inc. Non-Employee Directors'
Compensation Plan.
(99.2) 2000 IKON Office Solutions, Inc. Executive Incentive Plan.
(99.3) 2000 IKON Office Solutions, Inc. Employee Stock Option Plan.
<PAGE>
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In
<PAGE>
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<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 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 of 1933, 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
(James J. Forese) Officer (Principal Executive
Officer)
/s/ WILLIAM S. URKIEL
------------------------ Senior Vice President and June 26, 2000
(William S. Urkiel) Chief Financial Officer
(Principal Financial Officer)
/s/ CARLYLE SINGER
------------------------ Controller June 26, 2000
(Carlyle Singer) (Principal Accounting Officer)
<PAGE>
Signature Title Date
*JUDITH M. BELL Director June 26, 2000
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(Judy Bell)
*JAMES R. BIRLE Director June 26, 2000
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(James R. Birle)
*PHILIP E. CUSHING Director June 26, 2000
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(Philip E. Cushing)
*RICHARD A. JALKUT Director June 26, 2000
-----------------------------
(Richard A. Jalkut)
*ROBERT M. FUREK Director June 26, 2000
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(Robert M. Furek)
*ARTHUR E. JOHNSON Director June 26, 2000
-----------------------------
(Arthur E. Johnson)
*THOMAS R. GIBSON Director June 26, 2000
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(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)
<PAGE>
INDEX TO EXHIBITS
(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) 2000 IKON Office Solutions, Inc. Non-Employee Directors'
Compensation Plan.
(99.2) 2000 IKON Office Solutions, Inc. Executive Incentive Plan.
(99.3) 2000 IKON Office Solutions, Inc. Employee Stock Option Plan.
