S-8

As filed with the Securities and Exchange Commission on April 13, 2003

                                                                                                                                                       Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT

Under The Securities Act of 1933

IKON OFFICE SOLUTIONS, INC.

(Exact name of Registrant as specified in its charter)

OHIO
(State or other jurisdiction of
incorporation or organization) 23-0334400
(I.R.S. Employer Identification No.)

_______________________________
70 Valley Stream Parkway
Malvern, PA 19355
(Address of Principal Executive Offices) (Zip Code)
_______________________________

IKON OFFICE SOLUTIONS, INC
RETIREMENT SAVINGS PLAN

_______________________________

Don H. Liu
Senior Vice President, General Counsel and Secretary
IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
(Name and address of agent for service)

(610) 296-8000
(Telephone number, including area code, of agent for service)

_______________________________

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed Maximuim Offering price per unit*	Proposed Maximum Aggregate offering price	Amount of registration fee
Common stock without par value**	10,000,000	$12.39	$123,900,000.00	$15,698.13

*Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c).
**This Registration Statement relates to Registration Statement Number 333-99355 and is being filed pursuant to General Instruction E of Form S-8 in order to register additional securities of the same class as other securities for which a registration statement file on this form relating to the same employee benefit plan is effective.

        On September 10, 2002, the Registrant filed a Registration Statement on Form S-8, Registration Statement No. 333-99355, to register an additional 10,000,000 shares of the registrant’s common stock, no par value (the “Common Stock”) issuable under the Registrant’s Retirement Savings Plan (the “Plan”). The contents of Registration Statement Number 333-99355 are incorporated by reference in this Registration Statement. The Registrant is now filing this separate Registration Statement to register an additional 10,000,000 shares of Common Stock which may be issued under the Plan.

Item 8.    Exhibits.

(4.1)	Amended and Restated Rights Agreement, dated as of July 18, 1997 between IKON Office Solutions, Inc. and National City Bank, filed on July 18, 1997 as Exhibit 1 to IKON Office Solutions, Inc's Report on Form 8-K, is incorporated herein by reference.
(5)	Opinion of Don H. Liu re: legality.
(23)	Consent of PricewaterhouseCooper LLP.
(24.1)	Powers of Attorney.
(24.2)	Certification of Board Resolution re: Powers of Attorney.

SIGNATURES

        The Registrant.   Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on the 13th day of April, 2004.

Date:   April 13, 2004 IKON OFFICE SOLUTIONS, INC.




By:     /s/ WILLIAM S. URKIEL
         (William S. Urkiel)
         Title:   Senior Vice President and
         Chief Financial Officer
         (Principal Financial Officer)

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MATTHEW J. ESPE                 (Matthew J. Espe)	Chairman, President and Chief Executive Officer (Principal Executive Officer)	April 13, 2004
/s/ WILLIAM S. URKIEL                (William S. Urkiel)	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	April 13, 2004
/s/ THEODORE E. STRAND              (Theodore E. Strand)	Vice President and Controller (Principal Accounting Officer)	April 13, 2004

(Judith M. Bell)	Director	April 13, 2004
(Philip E. Cushing)	Director	April 13, 2004
*THOMAS R. GIBSON              (Thomas R. Gibson)	Director	April 13, 2004
*RICHARD A. JALKUT              (Richard A. Jalkut)	Director	April 13, 2004
*ARTHUR E. JOHNSON              (Arthur E. Johnson)	Director	April 13, 2004
*KURT M. LANDGRAF              (Kurt M. Landgraf)	Director	April 13, 2004
*GERALD LUTERMAN              (Kurt M. Landgraf)	Director	April 13, 2004
(William E. McCracken)	Director	April 13, 2004
*WILLIAM L. MEDDAUGH      (Anthony P. Terracciano)	Director	April 13, 2004
*ANTHONY P. TERRACCIANO      (Anthony P. Terracciano)	Director	April 13, 2004
*MARILYN WARE                  (Marilyn Ware)	Director	April 13, 2004

        *By his signature set forth below, Don H. Liu, pursuant to duly executed Powers of Attorney duly filed with the Securities and Exchange Commission, has signed this Registration Statement on behalf of the persons whose signatures are printed above, in the capacities set forth opposite their respective names.

                       /s/ DON H. LIU                     
(Don H. Liu)

April 13, 2004

        The Plan.    Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on the 13th day of April 2004.

Date:   April 13, 2004 IKON OFFICE SOLUTIONS, INC.




By:     /s/ ALLISTER H. MCCREE     
          Alliser H. McCree, Jr.
         Plan Administrator

EX-5

Exhibit 5

April 13, 2004

IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355

Ladies and Gentlemen:

         I have acted as counsel to IKON Office Solutions, Inc. (“IKON”) in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) to register under the Securities Act of 1933, as amended, an additional 10,000,000 shares of its Common Stock (the “Shares”) for offering pursuant to the Retirement Savings Plan (“Plan”). The Shares may be presently authorized but unissued shares or shares held as treasury shares at the time of their delivery.

         In rendering my opinion, I have reviewed such certificates, documents, corporate records and other instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. In giving this opinion, I am assuming the authenticity of all instruments presented to me as originals, the conformity with the originals of all instruments presented to me as copies and the genuineness of all signatures.

         Based upon the foregoing, I am of the opinion that the Shares, when issued in accordance with the terms of the Plan described above, will be legally issued, fully paid and non-assessable.

         I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement.

Very truly yours,


/s/ DON H. LIU

Don H. Liu

EX-23

Exhibit 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 18, 2003 relating to the financial statements and financial statement schedule of IKON Office Solutions, Inc., which appears in IKON Office Solutions, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2003.

We also consent to the incorporation by reference in this Registration Statement of our report dated June 19, 2003 relating to the financial statements, which appears in the Annual Report of IKON Office Solutions, Inc. Retirement Savings Plan on Form 11-K for the year ended December 31, 2002.

PricewaterhouseCoopers LLP
Philadelphia, PA
April 13, 2004

EX-24

Exhibit 24.1

POWER OF ATTORNEY

        The undersigned certifies that he is a Director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 2nd day of April 2004.

              /s/ THOMAS R. GIBSON             
Thomas R. Gibson

POWER OF ATTORNEY

        The undersigned certifies that he is a Director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 5th day of April 2004.

              /s/ RICHARD A. JALKUT             
Richard A. Jalkut

POWER OF ATTORNEY

        The undersigned certifies that he is a Director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 2nd day of April 2004.

              /s/ ARTHUR E. JOHNSON             
Arthur E. Johnson

POWER OF ATTORNEY

        The undersigned certifies that he is a Director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 2nd day of April 2004.

              /s/ KURT M. LANDGRAF             
Kurt M. Landgraf

POWER OF ATTORNEY

        The undersigned certifies that he is a director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 3rd day of April 2004.

                  /s/ GERALD LUTERMAN                 
Gerald Luterman

POWER OF ATTORNEY

        The undersigned certifies that he is a director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 2nd day of April 2004.

                  /s/ WILLIAM L. MEDDAUGH                 
William L. Meddaugh

POWER OF ATTORNEY

        The undersigned certifies that she is a director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 2nd day of April 2004.

      /s/ ANTHONY P. TERRACCIANO     
Anthony P. Terracciano

POWER OF ATTORNEY

        The undersigned certifies that she is a director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as her attorneys-in-fact, each with the power of substitution, to execute, on her behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 2nd day of April 2004.

                  /s/ MARILYN WARE                 
Marilyn Ware

EX-24

Exhibit 24.2

CERTIFICATION

        I, Don H. Liu, Secretary of IKON Office Solutions, Inc. do hereby certify that the following resolutions were duly passed by the Board of Directors of the Corporation on December 15, 2000, and that such resolutions are, as of the date hereof, in full force and effect:

        FURTHER RESOLVED, that Don H. Liu, William S. Urkiel and Jack Quinn, and each of them, are hereby authorized to act as attorneys-in-fact with the power of substitution, for each of the officers and directors of the corporation, who has so authorized such persons to so act, to sign on such officer’s or director’s behalf, one or more registration statements and annual reports of the corporation for filing with the Securities and Exchange Commission (“SEC”), and any and all amendments to said documents which said attorney may deem necessary or desirable to enable the corporation to register the offering of (i) serial preferred stock; (ii) common stock; (iii) debt securities; and/or (iv) participation interests in employee benefit plans under the federal securities laws, and to further enable the corporation to file such reports as are necessary under Section 13 or 15(d) of the Securities Exchange Act of 1934 and such other documents as are necessary to comply with all rules, regulations or requirements of the SEC in respect thereto; and

        FURTHER RESOLVED, that any officer of the corporation is hereby authorized to do and perform, or cause to be done or performed, any and all things and to execute and deliver any and all agreements, certificates, undertakings, documents or instruments necessary or appropriate in order to carry out the purpose and intent of the foregoing resolutions.

        IN WITNESS WHEREOF, the undersigned has set his hand this 13th day of April 2004.

                       /s/ DON H. LIU                     
Don H. Liu