-----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, Q4zy2kq2O5cWzKjFO2BAjhcwWIsSn+6iRUhzgVXhWuGCZgfO0cGF0XM5BxMqwXMx Fihy8rU52yfTfWbx7mfJLA== 0000897101-97-000998.txt : 19970918 0000897101-97-000998.hdr.sgml : 19970918 ACCESSION NUMBER: 0000897101-97-000998 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970915 EFFECTIVENESS DATE: 19970915 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMATION CORP CENTRAL INDEX KEY: 0001014111 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 411838504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-35591 FILM NUMBER: 97680125 BUSINESS ADDRESS: STREET 1: 1 IMATION PL CITY: OAKDALE STATE: MN ZIP: 55128 BUSINESS PHONE: 6127331250 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 As filed with the Securities and Exchange Commission on September 12, 1997 Registration No. 333-________ 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 CORP. STOCK OPTION PLAN FOR EMPLOYEES OF CEMAX-ICON, INC. (As Amended) (Full title of the plan) Carolyn A. Bates, Esq. Imation Corp. 1 Imation Place Oakdale, Minnesota 55128 (612) 704-5535 (Telephone number, including area code, of agent for service) ----------------- CALCULATION OF REGISTRATION FEE
- ------------------------------- --------------------- -------------------- -------------------- --------------------- Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered offering price per aggregate offering registration fee share(1) price(1) - ------------------------------- --------------------- -------------------- -------------------- --------------------- Common Stock, $.01 par value per share (2) 579,111 $ 7.61 $ 4,404,761 $ 1,334.78 - ------------------------------- --------------------- -------------------- -------------------- ---------------------
(1) The proposed maximum offering price per share equals the weighted average price per share at which the options outstanding under the Plan may be exercised. The proposed maximum aggregate offering price is based upon the prices at which the options outstanding under the Plan may be exercised. No additional options may be issued under the Plan. (2) 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, 1996 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, 1997; (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997; and (d) 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment filed for the purpose of updating such description subsequent to the date of this Registration Statement and prior to the termination of the offering described herein. All documents filed by the Company pursuant to Section 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. Not applicable. 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 litigation. 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 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 - ------ ----------- 3.1 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). 3.2 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). 4.1 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). 4.2 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 15.1 Awareness Letter of Coopers & Lybrand L.L.P. (regarding interim financial information) 23.1 Consent of Coopers & Lybrand L.L.P. (regarding annual financial information) 24.1 Powers of Attorney 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 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 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. 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, on September 12, 1997. 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 September 12, 1997 - --------------------------------- Executive Officer and Director William T. Monahan (principal executive officer) /s/ Jill D. Burchill Chief Financial Officer September 12, 1997 - --------------------------------- (principal financial officer) Jill D. Burchill /s/ James R. Stewart Corporate Controller September 12, 1997 - --------------------------------- (principal accounting officer) James R. Stewart * Director September 12, 1997 - --------------------------------- Lawrence E. Eaton * Director September 12, 1997 - --------------------------------- Linda W. Hart * Director September 12, 1997 - --------------------------------- William W. George * Director September 12, 1997 - --------------------------------- Marvin L. Mann * Director September 12, 1997 - --------------------------------- Mark A. Pulido * Director September 12, 1997 - --------------------------------- Daryl J. White *By /s/ Carolyn A. Bates ----------------------------- Carolyn A. Bates Attorney-in-fact
EXHIBIT INDEX Exhibit Number Description Page - -------------- ----------- ---- 3.1 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). 3.2 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). 4.1 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). 4.2 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 15.1 Awareness Letter of Coopers & Lybrand L.L.P. (regarding interim financial information) 23.1 Consent of Coopers & Lybrand L.L.P. (regarding annual financial information) 24.1 Powers of Attorney EX-5.1 2 OPINION EXHIBIT 5.1 September 12, 1997 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 579,111 shares (the "Shares") of Common Stock, par value $.01 per share, of Imation Corp. (the "Company"), which may be issued pursuant to the Company's Stock Option Plan for Employees of Cemax-Icon, Inc. (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, when issued and paid for in accordance with the Plan, will be duly authorized, validly issued, fully paid and nonassessable, provided that (i) the purchase price is at least equal to the par value of the Shares, and (ii) the Registration Statement shall have become and remains effective under the Securities Act of 1933, as amended. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Carolyn A. Bates General Counsel and Secretary EX-15.1 3 REGISTRATION ON FORM S-8 EXHIBIT 15.1 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Imation Corp. Registration on Form S-8 We are aware that our report dated April 30, 1997 on our reviews of the interim consolidated financial information of Imation Corp. and subsidiaries (the "Company") for the three month periods ended March 31, 1997 and 1996, and included in the Company's quarterly report on Form 10-Q for the quarter ended March 31, 1997, and our report dated July 30, 1997 on our reviews of the interim consolidated financial information of the Company for the three and six month periods ended June 30, 1997 and 1996, and included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997, are incorporated by reference in this Registration Statement on Form S-8 of the Company pertaining to the Imation Corp. Stock Option Plan for Employees of Cemax-Icon, Inc. Pursuant to Rule 436(c) under the Securities Act of 1933, as amended, these reports should not be considered a part of the Registration Statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Minneapolis, Minnesota September 12, 1997 EX-23.1 4 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Imation Corp. and its subsidiaries (the "Company") pertaining to the Imation Corp. Stock Option Plan for Employees of Cemax-Icon, Inc., of our report dated February 14, 1997, on our audits of the consolidated financial statements of the Company as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which is incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Minneapolis, Minnesota September 12, 1997 EX-24.1 5 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, Jill D. Burchill and Carolyn A. Bates, 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 of Imation Corp., and any and all amendments thereto, including post-effective amendments, 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 September 12, 1997 - ---------------------------------- Executive Officer and Director William T. Monahan (principal executive officer) /s/ Jill D. Burchill Chief Financial Officer September 12, 1997 - ---------------------------------- (principal financial officer) Jill D. Burchill /s/ James R. Stewart Corporate Controller September 12, 1997 - ---------------------------------- (principal accounting officer) James R. Stewart /s/ Lawrence E. Eaton Director September 12, 1997 - ---------------------------------- Lawrence E. Eaton /s/ Linda W. Hart Director September 12, 1997 - ---------------------------------- Linda W. Hart /s/ William W. George Director September 12, 1997 - ---------------------------------- William W. George /s/ Marvin L. Mann Director September 12, 1997 - ---------------------------------- Marvin L. Mann /s/ Mark A. Pulido Director September 12, 1997 - ---------------------------------- Mark A. Pulido /s/ Daryl J. White Director September 12, 1997 - ---------------------------------- Daryl J. White
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