-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rf7kMVBrPx8K/agJjWA777mEm88CHuvkw4KFRgJjwu4VKzr0yG173wXwrac8W892 D0Kdb91Om5CNnPaSDonQxA== /in/edgar/work/20000531/0000897101-00-000585/0000897101-00-000585.txt : 20000919 0000897101-00-000585.hdr.sgml : 20000919 ACCESSION NUMBER: 0000897101-00-000585 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000531 EFFECTIVENESS DATE: 20000531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMATION CORP CENTRAL INDEX KEY: 0001014111 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 411838504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38196 FILM NUMBER: 647155 BUSINESS ADDRESS: STREET 1: 1 IMATION PL CITY: OAKDALE STATE: MN ZIP: 55128 BUSINESS PHONE: 6517044000 MAIL ADDRESS: STREET 1: 1 IMATION PLACE CITY: OAKDALE STATE: MN ZIP: 55128 FORMER COMPANY: FORMER CONFORMED NAME: 3M INFORMATION PROCESSING INC DATE OF NAME CHANGE: 19960619 S-8 1 0001.txt As filed with the Securities and Exchange Commission on May 31, 2000 Registration No. 333-________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ----------------- IMATION CORP. (Exact name of registrant as specified in its charter) Delaware 41-1838504 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1 Imation Place Oakdale, Minnesota 55128 (Address of Principal Executive Offices) (Zip Code) IMATION RETIREMENT INVESTMENT PLAN (As Amended) (Full title of the plan) John L. Sullivan, Esq. Imation Corp. 1 Imation Place Oakdale, Minnesota 55128 (612) 704-3831 (Name, address and telephone number, including area code, of agent for service) ----------------- CALCULATION OF REGISTRATION FEE
- -------------------------------- --------------------- -------------------- --------------------- -------------------- Proposed maximum Proposed maximum Title of securities to be Amount to be offering price per aggregate offering Amount of registered registered(1) share(2) price(2) registration fee - -------------------------------- --------------------- -------------------- --------------------- -------------------- Common Stock, $.01 par value per share (3) 2,000,000 $ 26.22 $ 52,440,000 $ 13,844.16 - -------------------------------- --------------------- -------------------- --------------------- --------------------
(1) 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 named herein. (2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(h)(1) and (c), based upon the average of the high and low prices of the registrant's Common Stock on the New York Stock Exchange as reported in the consolidated transaction reporting system on May 24, 2000. (3) Each share of Common Stock includes a Preferred Stock Purchase Right pursuant to the registrant's Shareholder Rights Plan. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents that have been filed by Imation Corp. (the "Company") with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by reference in this Registration Statement, as of their respective dates: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1999 filed pursuant to Section 13(a) or 15(d) of the Exchange Act; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10 and any other registration statement filed by the Company under the Exchange Act, including any amendment filed for the purpose of updating such description. All documents filed by the Company or the Imation Retirement Investment Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or incorporated herein by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. John L. Sullivan, who has given an opinion of counsel with respect to the securities to which the Registration Statement relates, is an employee and officer (Vice President, General Counsel and Secretary) of the Company. Mr. Sullivan is eligible to participate in the Imation Retirement Investment Plan. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with threatened, pending or completed actions, suits or proceedings, whether civil, criminal, administrative or investigative. Article Fourteenth of the Company's Restated Certificate of Incorporation provides that the liability of a director to the Company or its stockholders for monetary damages for a breach of fiduciary duty as a -2- director shall be eliminated to the fullest extent permitted under the Delaware General Corporation Law, as amended from time to time. The Bylaws of the Company provide that the officers and directors of the Company shall be indemnified to the full extent authorized or permitted by the Delaware General Corporation Law, as amended from time to time. Expenses incurred by officers and directors in defending actions, suits, or proceedings may be paid by the Company in advance of any final disposition if such officer or director agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified under Delaware law. The Company has entered into individual Indemnity Agreements with each of its directors pursuant to which the Company has agreed to indemnify each of its directors for expenses and damages in connection with claims against each director in connection with the director's service to the Company to the full extent authorized or permitted by the Delaware General Corporation Law, as amended from time to time. The Company maintains a standard policy of officers' and directors' liability insurance. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits Exhibit Number Description - ------ ----------- 4.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Company's Registration Statement on Form 10/A, dated June 12, 1996, File No. 1-14310). 4.2 Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 4.3 Rights Agreement, dated as of June 18, 1996 between the Registrant and Norwest Bank Minnesota, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company's Registration Statement on Form 10/A, dated June 12, 1996, File No. 1-14310). 4.4 Amendment No. 1 to the Rights Agreement dated as of January 12, 1999 between the Company and Norwest Bank Minnesota, N.A., as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K Current Report dated February 8, 1999). 4.5 Form of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Company's Registration Statement on Form 10/A, dated June 12, 1996, File No. 1-14310). 5.1 Opinion of Counsel. 5.2 Determination Letter from the Internal Revenue Service with respect to qualification of the Imation Retirement Investment Plan under Section 401 of the Internal Revenue Code of 1986, as amended. 15.1 Awareness Letter of PricewaterhouseCoopers LLP (regarding interim financial information). 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Counsel (contained in Exhibit 5.1 to this Registration Statement). 24.1 Power of Attorney. -3- Item 9. Undertakings. A. Post-Effective Amendments. The undersigned 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: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) 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; (c) 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 subparagraphs (a) and (b) above will not apply if the information required to be included in a post-effective amendment by those subparagraphs 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 Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. Subsequent Documents Incorporated by Reference. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each filing of the Imation Retirement Investment Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. Claims for Indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In 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 other 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 Act and will be governed by the final adjudication of such issue. -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of 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 the City of Oakdale, State of Minnesota, May 31, 2000. IMATION CORP. By: /s/ William T. Monahan ------------------------------------- William T. Monahan Chairman of the Board, President and Chief Executive 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 date indicated: Name Title Date ---- ----- ---- /s/ William T. Monahan Chairman, President, Chief May 31, 2000 - ----------------------------- Executive Officer and Director William T. Monahan (principal executive officer) /s/ Robert L. Edwards Senior Vice President, Chief May 31, 2000 - ----------------------------- Financial Officer and Chief Robert L. Edwards Administrative Officer (principal financial officer) /s/ Paul R. Zeller Vice President, Corporate May 31, 2000 - ----------------------------- Controller (principal accounting Paul R. Zeller officer) * Director May 31, 2000 - ----------------------------- Richard E. Belluzzo * Director May 31, 2000 - ----------------------------- Lawrence E. Eaton * Director May 31, 2000 - ----------------------------- Michael S. Fields * Director May 31, 2000 - ----------------------------- Linda W. Hart * Director May 31, 2000 - ----------------------------- William W. George * Director May 31, 2000 - ----------------------------- Ronald T. LeMay * Director May 31, 2000 - ----------------------------- Marvin L. Mann * Director May 31, 2000 - ----------------------------- Daryl J. White *By /s/ John L. Sullivan --------------------------- John L. Sullivan Attorney-in-fact -5- 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 the City of Oakdale, State of Minnesota, on May 31, 2000. IMATION RETIREMENT INVESTMENT PLAN By: Imation Corp., the Plan Administrator By /s/ John L. Sullivan -------------------------------------- John L. Sullivan Vice President, General Counsel and Secretary -6- EXHIBIT INDEX Exhibit Number Description Page - -------------- ----------- ---- 4.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Company's Registration Statement on Form 10/A, dated June 12, 1996, File No. 1-14310). 4.2 Amended and Restated By-Laws of the Registrant (Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 4.3 Rights Agreement, dated as of June 18, 1996 between the Registrant and Norwest Bank Minnesota, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company's Registration Statement on Form 10/A, dated June 12, 1996, File No. 1-14310). 4.4 Amendment No. 1 to the Rights Agreement dated as of January 12, 1999 between the Company and Norwest Bank Minnesota, N.A., as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K Current Report dated February 8, 1999). 4.5 Form of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Company's Registration Statement on Form 10/A, dated June 12, 1996, File No. 1-14310). 5.1 Opinion of Counsel. 5.2 Determination Letter from the Internal Revenue Service with respect to qualification of the Imation Retirement Investment Plan under Section 401 of the Internal Revenue Code of 1986, as amended. 15.1 Awareness Letter of PricewaterhouseCoopers LLP (regarding interim financial information). 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Counsel (contained in Exhibit 5.1 to this Registration Statement). 24.1 Power of Attorney. -7- EX-5.1 2 0002.txt OPINION RE: LEGALITY EXHIBIT 5.1 May 31, 2000 Board of Directors Imation Corp. 1 Imation Place Oakdale, Minnesota 55128 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 that Imation Corp. intends to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the purpose of registering 2,000,000 shares (the "Shares") of Common Stock, par value $.01 per share, of Imation Corp. (the "Company"), to be offered pursuant to the Imation Retirement Investment Plan (the "Plan"). I have examined such documents and have reviewed such questions of law as I have considered necessary and appropriate for the purposes of this opinion. Based on the foregoing, I am of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable. My opinion expressed above is limited to the laws of the State of Delaware. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ John L. Sullivan Vice President, General Counsel and Secretary EX-5.2 3 0003.txt DETERMINATION LETTER EXHIBIT 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P. O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: JUNE 30 1997 41-1838504 DLN: IMATION CORP 17007006036007 C/O STEPHEN E GOTTSCHALK Person to Contact: DORSEY & WHITNEY CINDY PERRY 220 S SIXTH ST Contact Telephone Number: MINNEAPOLIS, MN 55402 (513) 241-5199 Plan Name: RETIREMENT INVESTMENT PLAN Plan Number: 002 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some events that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the plan adopted on June 18, 1996. This plan satisfies the requirements of Code section 4975(e)(7). This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefitting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. Letter 835 (DO/CG) -2- IMATION CORP Except as otherwise specified this letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465 and by the Small Business Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements of Code section 401(a)(26). We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ C. Ashley Bullard District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Letter 835 (DO/CG) EX-15.1 4 0004.txt LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION EXHIBIT 15.1 (PricewaterhouseCoopers LLP Letterhead) (Minneapolis, MN) May 31, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated April 25, 2000 on our reviews of the interim consolidated financial statements of Imation Corp. (the Company) for the three months ended March 31, 2000 and 1999, and included in the Company's quarterly report on Form 10-Q for the three months ended March 31, 2000, is incorporated by reference in the Company's Registration Statement on Form S-8 relating to the Imation Retirement Investment Plan. Yours very truly, /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP EX-23.1 5 0005.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 IMATION CORP. CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of Imation Corp. on Form S-8 relating to the Imation Retirement Investment Plan of our report dated January 27, 2000, on our audits of the consolidated financial statements of Imation Corp. and subsidiaries as of December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999, which report is included in the Annual Report on Form 10-K of Imation Corp. for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Minneapolis, Minnesota May 30, 2000 EX-24.1 6 0006.txt POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William T. Monahan, Robert L. Edwards and John L. Sullivan, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any and all amendments thereto, including post-effective amendments relating to the issuance of an aggregate of 2,000,000 shares of Common Stock of Imation Corp. pursuant to the Imation Retirement Investment Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof. Name Title Date ---- ----- ---- /s/ William T. Monahan Chairman, President, Chief May 16, 2000 - ------------------------ Executive Officer and Director William T. Monahan /s/ Robert L. Edwards Senior Vice President, Chief May 16, 2000 - ----------------------------- Financial Officer and Chief Robert L. Edwards Administrative Officer /s/ Paul R. Zeller Vice President, Corporate May 16, 2000 - ----------------------------- Controller Paul R. Zeller /s/ Richard E. Belluzzo Director May 16, 2000 - ----------------------------- Richard E. Belluzzo /s/ Lawrence E. Eaton Director May 16, 2000 - ----------------------------- Lawrence E. Eaton /s/ Michael S. Fields Director May 16, 2000 - ----------------------------- Michael S. Fields /s/ William W. George Director May 16, 2000 - ----------------------------- William W. George /s/ Linda W. Hart Director May 16, 2000 - ----------------------------- Linda W. Hart /s/ Ronald T. LeMay Director May 16, 2000 - ----------------------------- Ronald T. LeMay /s/ Marvin L. Mann Director May 16, 2000 - ----------------------------- Marvin L. Mann /s/ Daryl J. White Director May 16, 2000 - ----------------------------- Daryl J. White -----END PRIVACY-ENHANCED MESSAGE-----