-----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, RZT1YZ3PafZlELxtbhNUVGfHakN5Ngvqa87Ksr17E3aPEzJO60vGBvernQl39smi mRhtr/PF8n1BmzjJGbHmew== 0000950134-06-001246.txt : 20060126 0000950134-06-001246.hdr.sgml : 20060126 20060126163939 ACCESSION NUMBER: 0000950134-06-001246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060124 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060126 DATE AS OF CHANGE: 20060126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMATION CORP CENTRAL INDEX KEY: 0001014111 STANDARD INDUSTRIAL CLASSIFICATION: MAGNETIC & OPTICAL RECORDING MEDIA [3695] IRS NUMBER: 411838504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14310 FILM NUMBER: 06554026 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 8-K 1 c01901e8vk.htm FORM 8-K e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 24, 2006
Imation Corp.
(Exact name of registrant as specified in its charter)
         
DELAWARE   1-14310   41-1838504
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification Number)
         
1 IMATION PLACE
    
OAKDALE, MINNESOTA
   55128
     
(Address of principal executive offices)
   (Zip Code)
         
Registrant’s telephone number, including area code: (651) 704-4000
         
None
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-10.1 Amendment agreement to Shareholders Agreement

Table of Contents

Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2006 Imation Corp. executed an amendment to the 2003 Shareholders Agreement in relation to Global Media FZ-LLC, between itself and Moser Baer India Ltd., Global Data Media FZ-LLC, MBI International FZ-LLC and MBII India Marketing Pvt. Ltd. to add India to the definition of the Territory covered under the Agreement, effective on September 1, 2004.
Item 9.01 Financial Statements and Exhibits
     (c) Exhibits.
10.1 Amendment agreement to Shareholders Agreement
SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Imation Corp.
(REGISTRANT)
 		  
Date: January 26, 2006  By:   /s/ Paul R. Zeller    
    Paul R. Zeller   
    Vice President, Chief Financial Officer   
 

 

EX-10.1 2 c01901exv10w1.htm EX-10.1 AMENDMENT AGREEMENT TO SHAREHOLDERS AGREEMENT exv10w1
 

Amendment agreement to Shareholders Agreement




Dated as of 1 September 2004




Imation Corp.
(Imation)


Moser Baer India Ltd.
(MBI)


Global Data Media FZ-LLC
(the Company)


MBI International FZ-LLC
(International)


MBII India Marketing Pvt. Ltd.
(MB3I)

 

 

         
Contents
        
 
        
1. Definitions and interpretation
    4  
 
        
2. Amendment to Shareholders Agreement
    4  
 
        
3. Effective Date
    4  
 
        
4. Boilerplate clauses
    4  

2

 

Amendment Agreement
Dated as of 1 September 2004 (the Agreement)
Between
(1)   Imation Corp. (Imation) a company incorporated in the State of Delaware, USA having its principal office at Imation Place, Oakdale, Minnesota, USA;
(2)   Moser Baer India Ltd. (MBI) a company incorporated in India with registered number 15431 having its registered office at 43A, Okhla Industrial Estate, Phase-III, New Delhi — 110020, India;
(3)   Global Data Media FZ-LLC (the Company) a free zone limited liability company incorporated in the Dubai Internet City under licence number 19599 and having its registered office at Office No. 119/120, Building 14, First Floor, Dubai Internet City, Dubai, United Arab Emirates;
(4)   MBI International FZ-LLC (International) a free zone limited liability company incorporated in the Dubai Internet City under licence number 19612 and having its registered office at Office No. 119/120, Building 14, First Floor, Dubai Internet City, Dubai, United Arab Emirates; and
(5)   MBII India Marketing Pvt. Ltd. (MB3I) a company incorporated in India having its registered office at 43B Okhla Industrial Estate, Phase-III, New Delhi — 110020, India.
Imation, MBI, the Company, International and MB3I are collectively referred to as the Parties and individually each as a Party.
Recitals
A   Imation, MBI, the Company and International entered into a Shareholders Agreement dated 25 February 2003 regulating the relationship of Imation and MBI as shareholders in, and the management of, the Company and its subsidiaries (the Shareholders Agreement) and pursuant thereto in terms thereof Glyphics Media, Inc. (Glyphics) and MB3I became parties to the Shareholders Agreement by executing a deed of adherence agreeing to be bound by the terms thereof.
 
B   The Parties have agreed to amend the Shareholders Agreement on the terms of this Agreement with effect on and from 1 September 2004.
It is agreed

3

 

1   Definitions and interpretation
 
1.1   Definitions
     Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the respective agreement to which the amendment relates.
1.2   Interpretation
In this Agreement:
headings are for ease of reference only and shall not be taken into account in construing this Agreement;
references to this Agreement or any other document shall be construed as references to this Agreement or that other document, as amended, varied, novated, supplemented or replaced from time to time; and
unless otherwise stated, references to any recital, Clause, paragraph or Schedule are to those contained in this Agreement and all Schedules to this Agreement are an integral part of this Agreement.
2       Amendment to Shareholders Agreement
2.1   Recital C
     The Parties agree to amend Recital C to the Shareholders Agreement to delete the words “(excluding in India)” from the second line.
2.2   Clause 1.1 — definition of Territory
     The Parties agree to amend the definition of Territory in Clause 1.1 of the Shareholders Agreement to delete the words “excluding the Republic of India”.
2.3   No other amendments
     Save as amended by this Clause 2, the Parties agree that the Shareholders Agreement shall continue in full force and effect in accordance with its terms.
3       Effective Date
     The Parties agree that the effective date of this Agreement is 1 September 2004.
4   Boilerplate clauses
 
4.1   Applicability of Shareholders Agreement
     Clauses 10, 14, 15, 16 and 17 of the Shareholders Agreement shall apply to this Agreement mutatis mutandis.

4

 

Signed by the Parties or their duly authorised representatives with effect on and from 1 September 2004.
         
Signed by
duly authorized for and
on behalf of
Imation
   )
)
)
) 		  /s/ Paul R. Zeller
 
       
 
        
Signed by
duly authorized for and
on behalf of
MBI
   )
)
)
) 		  /s/ Ratul Puri
 
       
 
        
Signed by
duly authorized for and
on behalf of
The Company
   )
)
)
) 		  /s/ Joseph V. Gote
 
       
 
        
Signed by
duly authorized for and
on behalf of
International
   )
)
)
) 		  /s/ Thomas W. Foyer
 
       
 
        
Signed by
duly authorized for and
on behalf of
MB3I
   )
)
)
) 		  /s/ Rakesh Govil
 
       

5

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