8-A12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 2 to Form 8-A originally filed on June 23, 2006)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Imation Corp.

(Exact name of registrant as specified in its charter)

Delaware	41-1838504
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
1 Imation Way, Oakdale,
Minnesota	55128
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
	New York Stock Exchange
Preferred Share Purchase Rights	Chicago Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file number to which this form relates: N/A (if applicable).

The undersigned registrant hereby amends its registration statement on Form 8-A filed with the Securities and Exchange Commission on June 23, 2006, File No. 001-14310, as amended on Form 8-A/A filed with the Securities and Exchange Commission on August 1, 2007.

Item 1. Description of Securities to be Registered

     Item 1 of the Form 8-A dated June 21, 2006, as amended on August 1, 2007 (the “Form 8-A”), filed by Imation Corp., a Delaware corporation (the “Company”), is hereby amended by the following:

     Effective as of November 12, 2010, the Company amended the Rights Agreement dated as of June 21, 2006, as amended on July 30, 2007, between the Company and The Bank of New York, as Rights Agent (the “Rights Agreement”). The amendment (the “Amendment”) was authorized by the Company’s Board of Directors on August 4, 2010, and executed on November 12, 2010.

     The Amendment appoints Wells Fargo Bank, National Association, as successor Rights Agent, effective November 15, 2010.

     The Amendment also amends Section 8 of the Rights Agreement to provide for electronic storage of cancelled or destroyed stock certificates and clarifies that the signature on a Form of Assignment of the Rights Certificate requires a medallion guarantee.

     A copy of the Amendment has been attached as Exhibit 4.4 hereto and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the attached copy of the Amendment. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Rights Agreement and the Amendment.

Item 2. Exhibits

     Item 2 is hereby amended by adding the following exhibit attached hereto:

     4.4     Second Amendment to Rights Agreement, dated as of November 12, 2010.

SIGNATURE

     Pursuant to the requirements of the Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: November 12, 2010

IMATION CORP.
By:	/s/ Paul R. Zeller
	Name:	Paul R. Zeller
	Title:	Senior Vice President and Chief Financial Officer

EX-4.4

Exhibit 4.4

SECOND AMENDMENT TO RIGHTS AGREEMENT

     This Second Amendment (this “Amendment”) is made as of November 12, 2010 between Imation Corp., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as successor rights agent (the “Rights Agent”), to the Rights Agreement dated as of June 21, 2006, as amended, between the Company and The Bank of New York, a New York banking corporation (collectively the “Original Agreement”).

     WHEREAS, pursuant to Section 21 of the Original Agreement, effective as of November 15, the Company has removed The Bank of New York as rights agent and desires to appoint Rights Agent as the successor Rights Agent; and

     WHEREAS, Rights Agent agrees to act as successor rights agent under the Original Agreement.

     Accordingly, the parties hereby agree as follows:

     1. Effective as of November 15, 2010, Rights Agent accepts the appointment as rights agent under the Original Agreement and agrees to act in accordance with the terms of the Original Agreement. Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as rights agent. Rights Agent shall not be liable for any act or failure to act of the original rights agent.

     2. Rights Agent warrants that: (a) it is an entity organized and doing business under the laws of the United States in good standing (b) is authorized to exercise corporate trust and/or stock transfer powers and (c) either alone or together with its Affiliates, has at the time of its appointment a combined capital and surplus of at least $50,000,000.

     3. The last sentence of Article 8 is hereby deleted and replaced with the following:

Subject to applicable law and regulation, the Rights Agent shall maintain (i) in a retrievable database electronic records of all cancelled or destroyed stock certificates which have been canceled or destroyed by the Rights Agent. The Rights Agent shall maintain such electronic records for the time period required by applicable law and regulation. Upon written request of the Corporation (and at the expense of the Corporation), the Rights Agent shall provide to the Corporation or its designee copies of such electronic records relating to rights certificates cancelled or destroyed by the Rights Agent.

     4. The words “Signature Guarantee” on the Form of Assignment of the Rights Certificate (Exhibit B) shall be amended to read: “Signature Medallion Guaranteed.”

     5. By its execution and delivery hereof, the Company states that this Amendment is in compliance with the terms of Section 27 of the Original Agreement and directs the Rights Agent to execute this Amendment.

     6. The Original Agreement shall remain in full force and effect without amendment, except for this Amendment and any other amendment made in accordance with Section 27 of the Original Agreement. All terms used in this Amendment that are defined in the Original Agreement but are not defined herein shall have the meanings ascribed to them in the Original Agreement. All references in the Original Agreement to “this Agreement,” “the Agreement,” or “hereof” and all references in this Amendment to the Agreement shall hereafter be deemed to be references to the Original Agreement as amended by this Amendment and any other amendment made in accordance with Section 27 of the Original Agreement.

     7. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State; provided, however, that the rights, obligations and duties of the Rights Agent hereunder shall be governed by and construed in accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.

IMATION CORP.
By:	/s/ Paul R. Zeller
	Its Senior Vice President and CFO
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Steven J. Hoffman
	Its Vice President