8-K

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): November 9, 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 9, 2006, the Board of Directors of Imation Corp. (the “Company”) approved a medical leave of absence for Bruce A. Henderson, the Company’s Chairman and Chief Executive Officer, effective as of the close of business on November 9, 2006 and ending at such time as the Company’s Board of Directors shall subsequently determine. Mr. Henderson will continue to serve as Chairman of the Company’s Board of Directors during such leave of absence. Mr. Henderson will continue to receive pay and benefits pursuant to the terms of his Employment Agreement with the Company dated May 13, 2004.

On November 9, 2006, the Board of Directors elected Frank P. Russomanno, the Company’s Executive Vice President and Chief Operating Officer, to serve as President and Chief Operating Officer of the Company. The Board of Directors also appointed Mr. Russomanno to serve as the Acting Chief Executive Officer of the Company, effective as of the close of business on November 9, 2006 and for the period that Mr. Henderson is on medical leave of absence or for such other period of time that the Company’s Board of Directors shall subsequently determine.

Mr. Russomanno, age 59, has served as the Company’s Chief Operating Officer since November 2003. Prior to serving as Chief Operating Officer, Mr. Russomanno had various leadership positions with the Company, including President of Data Storage and Information Management from 2000 to 2003, and General Manager of Advanced Imaging Technologies from 1998 to 2000. Prior to the Company’s spin-off from 3M Company in July 1996, Mr. Russomanno held multiple sales and marketing positions with 3M Company, including European Business Director. Mr. Russomanno holds a bachelor degree in history from Seton Hall University. He has done graduate work at Oklahoma University and Monmouth College. In addition, Mr. Russomanno currently serves on the board of directors for the International Recording Media Association.

In connection with the foregoing changes in Mr. Russomanno’s responsibilities, the Company’s Board of Directors approved the following changes to Mr. Russomanno’s compensation, effective November 9, 2006: (1) a $100,000 increase in annual base salary, bringing his total annual base salary to $625,000 per year; (2) an 85% target bonus under the Company’s 2006 Annual Bonus Plan for the period from November 9, 2006 through December 31, 2006, which is an increase from his current 70% target bonus for the period from January 1, 2006 through November 8, 2006; (3) a grant of stock options to purchase 30,000 shares of the Company’s common stock which will vest over a four-year period; and (4) an award of 10,000 restricted shares of the Company’s common stock which will vest over a four-year period. The stock options were granted under the Company’s 2005 Stock Incentive Plan, as amended on November 9, 2005 (the “2005 Plan”), a copy of which was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2005, and will be subject to the terms of the Form of Executive Officer Option Agreement attached as Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2006. The restricted shares were granted under the 2005 Plan and will be subject to the terms of the Form of Executive Officer Restricted Stock Award Agreement attached as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2006. As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2006, the payout of bonuses under the 2006 Annual Bonus Plan will be derived through achievement of certain levels of Board approved performance versus targets for revenue attainment, operating income and free cash flow.

Other than as described herein, there are no arrangements or understandings between Mr. Russomanno and any other persons pursuant to which Mr. Russomanno was selected as President and Acting Chief Executive Officer of the Company. Mr. Russomanno does not have a direct or indirect material interest in any currently proposed transaction to which the Company is to be a party in which the amount involved exceeds $60,000, nor has Mr. Russomanno had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year.

A press release, dated November 9, 2006, announcing Mr. Henderson’s leave of absence and Mr. Russomanno’s appointment as President and Acting Chief Executive Officer of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference

Item 9.01. Financial Statements and Exhibits

      (d) Exhibits

      99.1 Press release dated November 9, 2006

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: November 14, 2006	By:	/s/ Paul R. Zeller
		Paul R. Zeller
		Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Press release, dated November 9, 2006

EX-99.1

Exhibit 99.1

news

Contact:
Brad Allen
Imation Corp
651-704-5818
bdallen@imation.com

Imation Corp Announces
CEO to Take
Medical Leave of Absence

Oakdale, MN (November 9, 2006) — Imation Corp (NYSE:IMN) announced that Chairman and Chief Executive Officer Bruce Henderson is taking a leave of absence to pursue medical treatment for a malignant tumor first diagnosed last August. Chief Operating Officer Frank Russomanno has been named President, Chief Operating Officer and acting CEO by Imation’s Board of Directors.

“I’m grateful for the warm messages of support I’ve received since I started treatment last August. Now I’ve made the decision to focus my energy at this time on my health and my medical treatment,” Mr. Henderson said.

Linda Hart, Vice Chairman and CEO of Hart Group, Inc. and Imation’s lead independent director issued the following statement on behalf of the entire board: “Our thoughts are with Bruce and his family at this time, while he concentrates on his health. We also are confident that, under Frank Russomanno’s experienced leadership, Imation will keep us on a path of profitable growth. ”

About Imation Corp
Imation Corp is the only company in the world solely focused on the development, manufacture and supply of removable data storage products spanning the four pillars of magnetic, optical, flash and removable hard disk storage. Additional information about Imation is available at www.imation.com or by calling 1-888-466-3456.

Risk and Uncertainties
Certain information contained in this report, which does not relate to historical financial information, including the business outlook, may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause our actual results in the future to differ materially from our historical results and those presently anticipated or projected. We wish to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date. Risk factors include our ability to successfully integrate the Memorex acquisition and achieve anticipated benefits and synergies; our ability to successfully defend our intellectual property, including the Memorex brand and patent and the Philips patent cross license; continuing uncertainty in global economic conditions that make it particularly difficult to predict product demand; our ability to meet our cost reduction and revenue growth targets; our ability to introduce new offerings in a timely manner either independently or in association with OEMs or other third parties; our ability to achieve the expected benefits in a timely manner from the Moser Baer and other strategic relationships, including the Global Data Media joint venture and Exabyte relationships; the competitive pricing environment; foreign currency fluctuations; the outcome of any pending or future litigation, including the Philips litigation; our ability to secure adequate supply of certain high demand products; the ready availability and price of energy; availability of key raw materials or critical components; the market acceptance of newly introduced product and service offerings; the rate of decline for certain existing products, as well as various factors set forth under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and in our other filings with the Securities and Exchange Commission from time to time.

Executive Biographies:

Bruce Henderson, age 57, was named chairman of the board and chief executive officer for Imation in May 2004. Prior to leading the Imation team, Bruce was chief executive of Edgecombe Holdings LLC, a private investment company based in Richmond, Va. He is the former chief executive of Invensys Control Systems, a $3.5 billion operating unit of London-based Invensys plc and a leader in home and commercial automation. He also served as chief executive of Invensys Software Systems, a $2 billion provider of mission-critical software for e-enterprise and industrial-control applications.

He is co-author of Lean Transformations: How to Transform Your Business Into a Lean Enterprise.

Bruce holds two bachelor’s degrees from Brown University, a B.S. in electrical engineering, and a B.A. in political science. He also holds a MBA in finance from the Wharton School of business at the University of Pennsylvania.

Frank Russomanno, age 59, president and acting chief executive officer, was named chief operating officer for Imation Corp in 2003. In this role, Russomanno has led the worldwide sales and marketing operations as well as global product strategy, R&D, manufacturing and sourcing.

Previously, Russomanno was president of Imation Data Storage and Information Management business. In this position, he led the company data storage businesses, including Imation personal storage media business which focused on optical storage solutions, such as CD and DVD technologies, and Imation data storage media and services business which concentrated on removable magnetic media such as tape technology.

Russomanno holds a bachelor degree in history from Seton Hall University. He has also received an MA degree from Oklahoma University and an MBA from Monmouth College. In addition, Russomanno currently serves on the board of directors for the International Recording Media Association.