8-K

UNITED STATESSECURITIES 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): August 13, 2015

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 WAY 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:

⃞ 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))

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

Board of Directors

On August 13, 2015, William G. LaPerch resigned from the Board of Directors of Imation Corp. (the “Company”).  Mr. LaPerch had been serving as Non-Executive Chairman of the Board of Directors since May 20, 2015.  

On August 16, 2015, Anthony T. Brausen resigned from the Board of Directors of the Company.  

On August 17, 2015, the Board of Directors appointed independent director Joseph A. DePerio to serve as Non-Executive Chairman of the Board. Mr. DePerio will be compensated for his service as Non-Executive Chairman pursuant to the Company’s Director Compensation Program, as amended, a copy of which is filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2015 and incorporated herein by reference.

The Nominating and Governance Committee of the Board of Directors is in the process of evaluating candidates to fill the vacancies on the Board of Directors.

Chief Executive Officer

On August 19, 2015, the Company and Mark E. Lucas, the Chief Executive Officer of the Company, entered into a Separation Agreement pursuant to which Mr. Lucas resigned his employment with the Company effective as of August 19, 2015 and will be paid the benefits he is entitled to under his equity award agreements and the Amended and Restated Severance Agreement and Change of Control Agreement, dated November 24, 2014, between Mr. Lucas and the Company (the “Severance Agreement”) as if he had terminated for Good Reason following a Change in Control (as such terms are defined in the Severance Agreement), subject to certain conditions.  The severance benefits that will be paid to Mr. Lucas are set forth in Schedule A attached to the Severance Agreement.  Pursuant to the Separation Agreement, Mr. Lucas will provide consulting services to the Company as may be agreed to by Mr. Lucas and the Company from time to time following his resignation, for compensation of $5,000 per day.  Mr. Lucas also agreed to execute a general release of all claims against the Company.  The Separation Agreement is a compromise and settlement of disputed claims between the Company and Mr. Lucas and is not an admission by the Company that Mr. Lucas did or did not, in fact, have grounds to resign for Good Reason.  A copy of the Separation Agreement has been filed as Exhibit 10.1 to this Current Report on Form 8-K.  The summary description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is incorporated herein by reference.

The Board, together with Mr. Lucas, continues to work with a leading executive search firm to identify a highly qualified candidate to serve as Imation’s Chief Executive Officer.  

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Interim President

On August 17, 2015, the Board of Directors appointed Barry L. Kasoff to serve as Interim President effective August 19, 2015.  Mr. Kasoff, age 58, has served on the Board of Directors of the Company since May 22, 2015.  Mr. Kasoff currently serves as the President of Realization Services, Inc. (“RSI”), a full-service management consulting firm specializing in assisting companies and capital stakeholders in troubled business environments, and has served in such capacity since founding RSI in 1997.

Mr. Kasoff will receive compensation of $35,000 per week for his services as Interim President.  Mr. Kasoff does not have any direct or indirect material interest in any currently proposed transaction to which the Company is to be a participant in which the amount involved exceeds $120,000, nor has he had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year, except as follows.  Pursuant to a Consulting Agreement (the “Agreement”) dated August 12, 2015, RSI is performing consulting services for the Company for the period from August 8, 2015 to October 2, 2015, unless terminated earlier by the Company, including assisting the Company with a review and assessment of the Company’s business and the formulation of a business plan to enhance shareholder value going forward.  Mr. Kasoff is President of RSI.  Prior to being appointed as Interim President of the Company, Mr. Kasoff and other members of RSI received consulting fees of $85,000 per week from the Company under the terms of the Agreement.  Upon being appointed Interim President, Mr. Kasoff will no longer receive consulting fees under the Agreement, but RSI will receive consulting fees of $50,000 per week for the remaining term of the Agreement.  Other than as described herein, there are no arrangements or understandings between Mr. Kasoff and any other persons pursuant to which Mr. Kasoff was selected as a Director of the Company.

A press release dated August 19, 2015 announcing these events 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

10.1	Separation Agreement dated as of August 19, 2015, between the Company and Mark E. Lucas.
99.1	Press Release dated August 19, 2015.

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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:	August 19, 2015	By:	/s/ Scott J. Robinson
			Scott J. Robinson
			Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description of Exhibit
Number
10.1	Separation Agreement dated as of August 19, 2015, between the Company and Mark E. Lucas.
99.1	Press Release dated August 19, 2015.

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EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”), dated as of August 19, 2015, is between Imation Corp., a Delaware corporation (the “Company”) and Mark E. Lucas, an individual (“Mr. Lucas”).

WHEREAS, the parties desire to formalize their mutual understanding regarding the termination of Lucas’ employment as Chief Executive Officer of the Company.

The parties to this Agreement agree as follows:

1.  Mr. Lucas hereby resigns his employment with the Company as of the date of this Agreement.

2.  Mr. Lucas shall be paid the benefits he is entitled to under his equity award agreements and the Amended and Restated Severance and Change of Control Agreement, dated November 24, 2014, between Mr. Lucas and the Company (the “Severance Agreement”) as if he had terminated for Good Reason following a Change in Control (as such terms are defined in the Severance Agreement), subject to any conditions for receipt of such benefits set forth therein.  The severance benefits that shall be paid to Mr. Lucas are set forth in Schedule A attached to this Agreement.  The severance amounts set forth in Schedule A shall be placed in escrow upon Mr. Lucas’ resignation and shall be paid, subject to any required withholding, on the date the signed general release described in Section 6 becomes irrevocable and effective.

3.  In addition to the severance benefits identified on attached Schedule A, Mr. Lucas shall be entitled to be paid his current annualized base salary (in the amount of $23,225.06, payable upon his resignation) and all other employee benefits due and owing to him as of the date of this Agreement, subject to any required withholding.

4.  Nothing in this Agreement shall affect the limitations imposed by the Section 280G limitations as provided in Section 7 of the Severance Agreement.

5.  Mr. Lucas agrees that he will provide, as an independent contractor, consulting services to the Company at the Company’s request.  The amount of time and effort required to provide such assistance shall be mutually agreed by the parties, with the understanding that Mr. Lucas’ compensation for such services shall be $5,000 per day.

6.  In consideration of the above and to receive the benefits described in this Agreement, Mr. Lucas agrees to execute a general release of all claims, effective as of the date of his termination.  

7.  This Agreement is a compromise and settlement of disputed claims and should not be construed as an admission by the Company that Mr. Lucas does or does not, in fact, have grounds to resign for Good Reason.

8.  All additions or modifications to this Agreement must be made in writing and executed by both parties.

9.  This Agreement is made under and will be construed according to the laws of the State of Minnesota.  

AGREED, as of the date first written above:

IMATION CORP.		MR. LUCAS
By:	/s/	/s/
		Mark E. Lucas

Page 2 of 3

Schedule A

to Separation Agreement

The following severance will be due and owing to Mr. Lucas as provided in the Separation Agreement:

• $3,524,495, representing all amounts that would be due and owing under the Severance Agreement and outstanding equity awards reduced to the applicable 280G cap of $5,451,245, less the $1,926,750 already paid as a result of the Change of Control.

Page 3 of 3

EX-99.1

Exhibit 99.1

Imation Announces Changes to Executive Leadership Team and Board of Directors

OAKDALE, Minn.--(BUSINESS WIRE)--August 19, 2015--Imation Corp. (NYSE:IMN) (the “Company”) today announced the following changes to its executive leadership team and Board of Directors (the “Board”), effective immediately:

• Independent director Barry L. Kasoff has been appointed by the Board as interim President; and
• Independent director Joseph A. De Perio has been elected non-executive Chairman of the Board.

These changes follow the departures of former President and CEO, Mark E. Lucas, former Chairman, William LaPerch, and former independent Director, Tony Brausen. Lucas will remain with the Company in a consulting role until the end of the year. The Board, together with Lucas, will continue to work with a leading executive search firm to identify a highly qualified candidate to serve as Imation’s permanent CEO.

“On behalf of the Board and all our shareholders, I want to express our deep gratitude to Mark, Bill and Tony for their dedication and significant contributions to Imation over the years,” said De Perio. “Together with Barry as interim President, we look forward to continuing to take the necessary steps to position the Company for long-term profitable growth, and we wish Mark, Bill and Tony all the best in their future endeavors.”

De Perio continued, “The Board is working with management and our advisers to drive our transformation, and we continue to explore all potential strategic alternatives designed to maximize shareholder value. We look forward to sharing our progress with shareholders in the near term. In addition, the Nominating and Governance Committee is working to evaluate candidates to fill the vacancies on the Board.”

Kasoff currently serves as the President of Realization Services, Inc., a full-service management consulting firm specializing in assisting companies and capital stakeholders in troubled business environments, and has served in such capacity since founding it in 1997. From 1990 until 1997, Kasoff was the general manager of Takarajimasha, a Japanese communications conglomerate. There, he identified and evaluated its investments and supervised the company’s U.S. and European-based operations. Prior to that, Kasoff was the CFO and Vice President of Operations of Selzer Group, a New York investment banking and leveraged buyout group serving public and private companies.

About Imation

Imation (NYSE:IMN) is a global data storage and data security company. Our products and solutions help organizations and individuals store, manage and protect their digital content. Imation’s Storage and Security portfolio includes Nexsan™ high-density, archive and solid-state optimized unified hybrid storage solutions; IronKey™ mobile security solutions that address the needs of professionals for secure data transport and mobile workspaces; and consumer storage solutions, audio products and accessories sold under the Imation, Memorex and TDK Life on Record brands. Imation reaches customers in more than 100 countries through a powerful global distribution network. For more information, visit www.imation.com.

CONTACT:
Imation Corp.
Scott Robinson, 651-704-4311
srobinson@imation.com