S-8

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As filed with the Securities and Exchange Commission on July 27, 2001

Registration No. 33-      

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 of incorporation or organization)	(I.R.S. Employer Identification No.)
1 Imation Place Oakdale, Minnesota Address of Principal Executive Offices)	55128 (ZipCode)

IMATION CORP. 2000
STOCK INCENTIVE PLAN
(As Amended)
(Full title of the plan)

John L. Sullivan, Esq.
Imation Corp.
1 Imation Place
Oakdale, Minnesota 55128
(651) 704-3831
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share1	Proposed maximum aggregate offering price1	Amount of registration fee
Common Stock, $.01 par value per share2	4,000,000	$25.10	$100,400,000	$25,100

¹

Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on July 25, 2001.

²

Each share of Common Stock includes a Preferred Stock Purchase Right pusuant 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, 2000 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, 2001;



(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 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 Corp. 2000 Stock Incentive 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 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.
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.

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 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, July 27, 2001.

	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 William T. Monahan	Chairman, President, Chief Executive Officer and Director (principal executive officer)	July 27, 2001
/s/ Robert L. Edwards Robert L. Edwards	Senior Vice President, Chief Financial Officer and Chief Administrative Officer (principal financial officer)	July 27, 2001
/s/ Paul R. Zeller Paul R. Zeller	Vice President, Corporate Controller (principal accounting officer)	July 27, 2001
* Richard E. Belluzzo	Director	July 27, 2001
* Lawrence E. Eaton	Director	July 27, 2001
* Michael S. Fields	Director	July 27, 2001
* Linda W. Hart	Director	July 27, 2001
* William W. George	Director	July 27, 2001
* Ronald T. LeMay	Director	July 27, 2001
* Marvin L. Mann	Directory	July 27, 2001
* Daryl J. White	Director	July 27, 2001
*By /s/ John L. Sullivan
John L. Sullivan Attorney-in-fact

    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 July 27, 2001.

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.
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.

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
EXHIBIT INDEX

EX-5.1

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EXHIBIT 5.1

July 27, 2001

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 4,000,000 shares (the "Shares") of Common Stock, par value $.01 per share, of Imation Corp. (the "Company"), to be offered pursuant to the Company's 2000 Stock Incentive 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

John L. Sullivan
Vice President, General Counsel and
  Secretary

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EXHIBIT 5.1

EX-15.1

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EXHIBIT 15.1

(PricewaterhouseCoopers LLP Letterhead)
(Minneapolis, MN)

July 27, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

    We are aware that our report dated April 24, 2001 on our reviews of the interim financial information of Imation Corp. (the Company) for the three months ended March 31, 2001 and 2000, and included in the Company's quarterly report on Form 10-Q for the three months ended March 31, 2001, is incorporated by reference in the Company's Registration Statement on Form S-8 relating to the Imation Corp. 2000 Stock Incentive Plan.

Yours very truly,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

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EXHIBIT 15.1

EX-23.1

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EXHIBIT 23.1
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 Corp. 2000 Stock Incentive Plan of our report dated January 25, 2001, relating to the consolidated financial statements which appears in the Annual Report on Form 10-K of Imation Corp. for the year ended December 31, 2000.

	/s/ PricewaterhouseCoopers LLP
	PricewaterhouseCoopers LLP
Minneapolis, Minnesota July 27, 2001

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EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS

EX-24.1

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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 4,000,000 shares of Common Stock of Imation Corp. pursuant to the Imation Corp. 2000 Stock Incentive 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 William T. Monahan	Chairman, President, Chief Executive Officer and Director	May 16, 2000
/s/ ROBERT L. EDWARDS Robert L. Edwards	Senior Vice President, Chief Financial Officer and Chief Administrative Officer	May 16, 2000
/s/ PAUL R. ZELLER Paul R. Zeller	Vice President, Corporate Controller	May 16, 2000
/s/ RICHARD E. BELLUZZO Richard E. Belluzzo	Director	May 16, 2000
/s/ LAWRENCE E. EATON Lawrence E. Eaton	Director	May 16, 2000
/s/ MICHAEL S. FIELDS Michael S. Fields	Director	May 16, 2000
/s/ WILLIAM W. GEORGE William W. George	Director	May 22, 2000
/s/ LINDA W. HART Linda W. Hart	Director	May 16, 2000
/s/ RONALD T. LEMAY Ronald T. LeMay	Director	May 16, 2000
/s/ MARVIN L. MANN Marvin L. Mann	Director	May 16, 2000
/s/ DARYL J. WHITE Daryl J. White	Director	May 16, 2000

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EXHIBIT 24.1 POWER OF ATTORNEY