8-K

U 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): May 18, 2016
____________________

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)

1099 Helmo Ave. N., Suite 250, Oakdale, Minnesota 55128

(Address of principal executive offices, including zip code)

651-704-4000

(Registrant’s telephone number, including area code)

N/A

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Matters.

On May 18, 2016, the Court of Chancery of the State of Delaware (the “Court”) entered a stipulated order (the “Order”) (i) regarding the proposed dismissal of the action (the “Action”) filed on February 9, 2015 by Spear Point Capital Fund LP and Spear Point TV Raven LP (collectively, the “Plaintiffs”), derivatively on behalf of Imation Corp. (the “Company”), against the Company’s former directors, Mark E. Lucas, L. White Matthews III, David B. Stevens, William G. LaPerch, Anthony T. Brausen and Dr. Geoffrey Barrall (the “Defendants”) and (ii) directing that the Company provide notice, by way of this Current Report on Form 8-K, to its stockholders of such proposed dismissal and of a proposed payment of money to counsel for the Plaintiffs.

In the Action, the Plaintiffs assert, derivatively on behalf of the Company, claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment based on allegations that the Company’s director compensation was unreasonably excessive in relation to the Company’s size and performance and in comparison to companies within the same industry and of similar size. After the Action was commenced, the Company made significant changes in director compensation and adopted certain practices and reforms relating to allegations in the Action, which changes Plaintiffs have determined render the Action moot. Following their determination of mootness, the Plaintiffs indicated that they had determined voluntarily to dismiss the Action, and their attorneys stated their intention to apply to the Court for an award of attorneys’ fees and expenses in connection with the benefits attendant to the corporate governance changes that mooted their claims. After a period of arm’s-length negotiations with the attorneys for the Plaintiffs regarding the merits of any attorneys’ fee application, the Company, without admitting or denying any liability for same and in recognition of the expense of a contested attorneys’ fee application, agreed to pay Plaintiffs’ attorneys the sum of $157,000.00 (the “Agreed Fee”) prior to dismissal of the Action.

The Order provides for dismissal of the Action with prejudice as to named Plaintiffs only upon the Company’s filing of an affidavit attesting to (i) the filing of this Form 8-K notifying stockholders of the proposed dismissal and the Company’s payment of the Agreed Fee to Plaintiffs’ counsel, (ii) the wiring of the Agreed Fee to Plaintiffs’ counsel. The Order requires that this Form 8-K be filed within four business days after entry of the Order. The Court has not been asked to review, and will pass no judgment on, the payment or amount of the Agreed Fee or its reasonableness.

A copy of the Stipulation and Order Dismissing the Action as Moot, and Providing for Notice of Payment to Plaintiffs’ Counsel is attached hereto as Exhibit 99.1. In the Action, Plaintiffs are represented by Seth Rigrodsky and Brian Long, Esqs., of Rigrodsky & Long, P.A., 2 Righter Parkway, Suite 120, Wilmington, DE 19802, (302) 295-5310, and the Defendants and the Company are represented Robert Mallard and Alessandra Glorioso, Esqs., Dorsey & Whitney (Delaware) LLP, 300 Delaware Avenue, Suite 1010, Wilmington, DE 19801, (302) 425-7171.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Stipulation and Order Regarding Notice of Dismissal.

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.
By:	/s/ Danny Zheng
	Name: Danny Zheng
	Title: Chief Financial Officer

Dated: May 20, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Stipulation and Order Regarding Notice of Dismissal.

EX-99.1

Exhibit 99.1

 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE SPEAR POINT CAPITAL FUND LP and SPEAR POINT TV RAVEN LP, derivatively on behalf of IMATION CORP., Plaintiffs, v. MARK E. LUCAS, L. WHITE MATTHEWS III, DAVID B. STEVENS, WILLIAM G. LAPERCH, ANTHONY T. BRAUSEN, and DR. GEOFF BARRALL, Defendants, -and- IMATION CORP., a Delaware corporation, Nominal Defendant. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 10626-VCL STIPULATION AND [PROPOSED] ORDER DISMISSING ACTION AS MOOT, AND PROVIDING FOR NOTICE OF PAYMENT TO PLAINTIFFS’ COUNSEL WHEREAS, following a series of demand letters delivered to the Board of Directors (the “Board”) of Imation Corp. (“Imation” or the “Company”) between September 10, 2014, and January 21, 2015, Plaintiffs commenced the above- captioned stockholder derivative action on February 9, 2015, asserting claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on GRANTED 2 

 allegations that Imation’s director compensation was unreasonably excessive in relation to the Company’s size and performance and in comparison to companies within the same industry and of similar size (i.e., its “peer group”) (the “Action”); WHEREAS, Plaintiffs’ earlier demands and complaint each sought reductions in director compensation and corporate reforms related to maintaining appropriate Board compensation; WHEREAS, in December 2014, prior to the commencement of the Action, another stockholder, the Clinton Group (“Clinton”), announced its intention to nominate three candidates to stand for election as directors of the Company, and in March 2015 initiated a successful proxy contest that resulted in the election of a slate of three Clinton-nominated directors to the Board to replace three of the Defendants; WHEREAS, after Plaintiffs made their demands and subsequently commenced this Action and the Clinton Group prevailed in its proxy contest to unseat three incumbent directors, the parties engaged in an open dialogue concerning the claims made in this Action; WHEREAS, the parties have engaged in discovery in the Action, including propounding and responding to document requests and interrogatories; WHEREAS, at various times after Plaintiffs’ demands, the commencement of this Action, and the election of a Clinton-nominated slate of directors to the 3

 Board, the Company made significant changes in director compensation and adopted certain practices and reforms relating to allegations in the Action; WHEREAS, as a result of the changes and reforms undertaken by the Company, Plaintiffs determined that the claims in the Action have been rendered moot and that further pursuit of their claims is unwarranted; WHEREAS, following Plaintiffs’ determination of mootness, Plaintiffs informed Defendants that they would agree to voluntarily dismiss all claims in this Action and that Plaintiffs’ counsel intended to submit an application for an award of attorneys’ fees and expenses in connection with the benefits attendant to the corporate governance changes that mooted their claims; WHEREAS, Plaintiffs contend that the changes and reforms undertaken by the Company primarily resulted from their demands and the Action, while the Company disputes the extent, if any, to which the changes and reforms undertaken by the Company resulted from the efforts of the Plaintiffs and their counsel; WHEREAS, the parties thereafter engaged in arms-length negotiations concerning the merits of any application for an award of attorneys’ fees and expenses. These negotiations occurred wholly independent from and subsequent to any dialogue concerning the allegations and Plaintiffs’ determination to voluntarily dismiss all claims following the corporate changes and reforms undertaken by the Company; 4 

 WHEREAS, as a result of those negotiations, the Board, on which none of the Defendants currently sits, hereby agrees, in its business judgment, to pay Plaintiffs’ counsel $157,000.00 (the “Agreed Fee”) prior to the dismissal of this Action, without admitting or denying any liability for same and in recognition of the expense of a contested attorneys’ fee application; IT IS HEREBY STIPULATED AND AGREED, subject to the approval of this Court, that: 1. Imation shall provide notice to its stockholders of the proposed dismissal of this Action and the Board’s agreement to pay Plaintiffs’ counsel the Agreed Fee by means of a Form 8-K filing with the United States Securities and Exchange Commission in substantially the form attached hereto as Exhibit A no later than four business days after entry of this Stipulation and Order. 2. Effective upon filing with this Court an affidavit on behalf of Defendants attesting to the provision of notice in accordance with the foregoing paragraph and that the Agreed Fee has been wired to Plaintiffs’ counsel: (a) the Action is dismissed with prejudice as to named Plaintiffs only; (b) the Register in Chancery is directed to close this case on the docket; and (c) the Court will no longer retain any jurisdiction over this action. 5

 Dated: May 18, 2016 By: RIGRODSKY & LONG, P.A. /s/ Brian D. Long OF COUNSEL: NEWMAN FERRARA LLP Jeffrey M. Norton 1250 Broadway, 27th Floor New York, NY 10001 (212) 619-5400 Werner R. Kranenburg, Esq. Seth D. Rigrodsky (#3147) Brian D. Long (#4347) Gina M. Serra (#5387) Jeremy J. Riley (#5791) 2 Righter Parkway, Suite 120 Wilmington, DE 19803 (302) 295-5310 Attorneys for Plaintiffs Spear Point Capital Fund LP and Spear Point TV Raven LP By: DORSEY & WHITNEY (Delaware) LLP /s/ Robert W. Mallard Robert W. Mallard (#4279) Alessandra Glorioso (#5757) 300 Delaware Avenue, Suite 1010 Wilmington, DE 19801 (302) 425-7171 Attorneys for Individual Defendants Mark E. Lucas, L. White Matthews III, David B. Stevens, William G. LaPerch, Anthony T. Brausen, and Dr. Geoff Barrall and Nominal Defendant Imation Corporation SO ORDERED this ____ day of ______, 2016. Vice Chancellor J. Travis Laster 

/s/ Judge Laster, J Travis Court: DE Court of Chancery Civil Action Judge: J Travis Laster File & Serve Transaction ID: 58965737 Current Date: May 18, 2016 Case Number: 10626-VCL Case Name: CONF ORD ON DISC Spear Point Capital Fund LP vs Mark E Lucas