8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) July 11, 2008

IKON Office Solutions, Inc.

(Exact name of registrant as specified in its charter)

OHIO	File No. 1-5964	23-0334400
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

70 Valley Stream Parkway, Malvern, Pennsylvania 19355

Registrant’s telephone number, including area code: (610) 296-8000

Not Applicable

(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 1.01 Entry into a Material Definitive Agreement.

On July 11, 2008, IKON Office Solutions, Inc. (“IKON”), through its subsidiaries IKON Office Solutions, Inc. (“IKON Canada”) and IKON Office Solutions Northern Ltd. (“IKON Northern” and together with IKON and IKON Canada, the “Company”), entered into a First Amendment (the “Amendment”) to Canadian Rider No. 1 (“Canadian Rider”) to the Program Agreement, dated as of July 8, 2008, with General Electric Capital Canada Inc. as general partner of GE VFS Canada Limited Partnership (“GECAN”). Pursuant to the Canadian Rider, the Company designated GECAN as its preferred lease financing source in Canada and receives origination fees with respect to future leases funded by GECAN.

The Amendment extends the term of the Company’s lease program relationship with GECAN through fiscal year 2014, and modifies certain provisions of the Canadian Rider relating to origination fees received from GECAN.

The Amendment is filed as Exhibit 10.1 to this report. The foregoing description of the Amendment is qualified in its entirety by reference to the actual amendment.

Item 2.02. Results of Operations and Financial Condition.

On July 15, 2008, IKON issued a press release announcing that it has revised its earnings outlook for the third quarter of fiscal year 2008. A copy of this press release is furnished as Exhibit 99.1 to this report.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

10.1	First Amendment to Canadian Rider No. 1 to the Program Agreement
99.2	Press Release dated July 15, 2008

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IKON OFFICE SOLUTIONS, INC.
By:	/s/ Robert F. Woods
	Robert F. Woods
	Senior Vice President and Chief Financial Officer

Dated: July 15, 2008

EX-99.1

Exhibit 99.1

FIRST AMENDMENT TO
THE CANADIAN RIDER TO THE PROGRAM AGREEMENT
BETWEEN
GENERAL ELECTRIC CAPITAL CORPORATION (“GE”),
GE CAPITAL INFROMATION TECHNOLOGY SOLUTIONS, INC. (“GECITS”)
AND
IKON OFFICE SOLUTIONS, INC.(“IKON”)
DATED AS OF MARCH 31, 2004
(the “Agreement”)

THIS FIRST AMENDMENT TO CANADIAN RIDER NO. 1 TO THE PROGRAM AGREEMENT (this “Amendment”) dated as of July 8, 2008, by and among General Electric Capital Canada Inc. as general partner of GE VFS Canada Limited Partnership (“GECAN”), IKON Office Solutions, Inc. (“IKON Canada”) and IKON Office Solutions Northern Ltd. (“IKON Northern”).

CONTEXT OF AGREEMENT

     A. GECAN, IKON Canada and IKON Northern have executed and delivered that certain Canadian Rider No.1 dated as of March 31, 2004 (the “Canadian Rider”) to establish a relationship to accommodate the Canadian segment of the Program (the “Canadian Program”) and their respective rights and duties with respect to and under the Canadian Program.

     E. GECAN, IKON Canada and IKON Northern desire to amend the terms and conditions of the Canadian Rider, upon and subject to the terms and conditions of this Amendment.

     F. All capitalized terms not otherwise defined herein will have the meanings set forth in the Canadian Rider.

     NOW, THEREFORE, in consideration of the above premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Amendments.

     (a) Term. Section 6 of the Canadian Rider is hereby amended and restated in its entirety to read as follows:

     Term and Termination of Canadian Program. (a) The Canadian Program shall have an initial term commencing on the satisfaction of the conditions to effectiveness contained herein and the closing of the transactions contemplated by the Asset Purchase Agreement (the “Effective Date”) and ending on September 30, 2014, which term shall automatically renew at the end of such

initial term for successive one (1) year renewal terms unless either IKON Canada or GECAN provides the other with at least one (1) year’s prior written notice of its intent to terminate the Canadian Program at the end of the initial term or any such renewal term (the initial term, as it may be extended as provided above and/or terminated pursuant to Section 11.2 of the Agreement, the “Term”). Notwithstanding the foregoing, the Canadian Program may be terminated by either party co-terminously with any termination of the Program Agreement.

     (b) Base Origination Fee. In the Canadian Program, the factor set out in (b) of the definition of Base Origination Fee as applied to the Canadian Program shall be amended from 3% to 3.25%.

Waiver. Without limiting the amendments and provisions set forth above, each of the parties hereto hereby agree that unless otherwise expressly agreed in writing, no renewal fee shall be due or payable by GECITS in connection with the renewal of the Canadian Program.

Reps and Warranties. Each party hereby represents and warrants that the execution, delivery and performance of this Amendment by it has been duly authorized by all necessary or proper action on the part of such party and that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Incorporation of Agreement Provisions. All of the terms and conditions of the Agreement shall apply to the Canadian Program and are incorporated herein by reference, subject only to the modifications described in this Canadian Rider. To the extent that the Agreement is amended from time to time, GECAN, IKON Canada and IKON Northern agree to review such amendments promptly and acting reasonably and to amend this Canadian Rider accordingly if such amendments are applicable to the Canadian Program.

French Language. The parties hereto state their express wish that this Amendment as well as all documentation contemplated hereby or pertaining hereto or to be executed in connection herewith be drawn in the English language; les parties aux presentes expriment leur desir explicite a reffet que cette entente, de meme que tous documents envisages par les presentes ou y ayant trait qui seront signes relativement aux presentes soient rediges en anglais.

Governing Law. This Amendment shall be governed by and construed in accordance with the Laws of the Province of Ontario.

Effect of Amendment. All terms and conditions of the Canadian Rider not expressly modified hereby remain in full force and are hereby ratified by the parties.

Counterparts.

This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives on the date set forth below.

GENERAL ELECTRIC CAPITAL CANADA INC.,
as general partner of
GE VFS CANADA LIMITED PARTNERSHIP

By: /s/ Paul DeMarchi

Title: Senior Vice President, Vendor Finance

Date: July 11, 2008

IKON OFFICE SOLUTIONS, INC.

By: /s/ Alan Maresky

Title: Vice President, Finance

Date: July 8, 2008

IKON OFFICE SOLUTIONS NORTHERN LTD.

By: /s/ Alan Maresky

Title: Vice President, Finance

Date: July 8, 2008

EX-99.2

Exhibit 99.2

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

News Release

Contacts:
Investors	Media
Henry M. Miller Jr.	Wendy Pinckney
610-408-7060	610-408-7297
hmmiller@ikon.com	wpinckney@ikon.com

IKON REVISES THIRD QUARTER FISCAL 2008 OUTLOOK
Increases Third Quarter EPS Guidance to $0.35 to $0.37

MALVERN, Pa.—July 14, 2008 — IKON Office Solutions (NYSE:IKN), the world’s largest independent channel for document management systems and services, today announced that it expects to report third quarter fiscal 2008 diluted earnings per share in the range of $0.35 to $0.37, excluding an expected $0.03 per share net charge primarily from the early extinguishment of debt. The Company previously communicated third quarter fiscal 2008 guidance of $0.29 to $0.32 per diluted share, excluding non-recurring items. In the third quarter of fiscal 2007, the Company earned $0.23 per diluted share. The improved outlook for the third quarter is driven by better than anticipated Customer Service and Supplies revenue and gross margin, and a higher gross margin in Managed and Professional Services.

For the third quarter, total revenue is expected to be approximately $1.05 billion. The Company anticipates its third quarter gross profit margin to be approximately 34 percent, its selling and administrative expense-to-revenue ratio to be less than 28 percent, its operating income margin to be approximately 6 percent, and its tax rate to be approximately 26 percent. The Company previously communicated third quarter fiscal 2008 tax rate guidance of less than 24 percent.

“We are pleased by another quarter of better than expected results,” said IKON Chairman and Chief Executive Officer Matthew J. Espe. “In particular, we are encouraged by our improved operating income margin in the third quarter, which was driven by the $25 million cost and expense reduction plan we announced in January, our new U.S. leadership, and continued strong performance in Europe.

“Given our seasonally lower fourth fiscal quarter in Customer Service and Supplies and Off-site Managed Services, as well as higher lease rates, our preliminary outlook for the fourth quarter of fiscal 2008 diluted earnings per share is a range of $0.25 to $0.30, resulting in expected full year diluted earnings per share of

$1.00 to $1.05, each excluding any non-recurring items. We plan to provide further guidance in our earnings conference call on July 24, 2008 at 11 a.m. EDT,” stated Espe.

The Company’s previous outlook for fiscal 2008 diluted earnings per share was a range of $0.92 to $0.98, excluding any non-recurring items.

Third Quarter Conference Call

The Company plans to release third quarter fiscal 2008 results on July 24, 2008 before the open of U.S. stock markets. The Company will conduct a conference call at 11 a.m. EDT that day to discuss the results. To access the live audio broadcast of the call, with slides, go to IKON’s web site—http://www.ikon.com— and click “About IKON,” “Investor Relations,” and “Webcasts & Presentations” or call 877-869-3847 or 201-689-8261. Listeners should access the web site at least 10 minutes early to register for the presentation.

A complete replay, with slides, will be available on IKON’s Investor Relations homepage under “Webcasts & Presentations” approximately two hours after the call ends. A telephone replay of the conference call will be available approximately two hours after the call through midnight EDT on July 28, 2008, by calling 877-660-6853 or 201-612-7415 and entering account number 270 and conference number 291238.

About IKON

IKON Office Solutions, Inc. (www.ikon.com) is the world’s largest independent channel for document management systems and services, enabling customers to improve document workflow and increase efficiency. IKON integrates best-in-class copiers, printers and MFP technologies from leading manufacturers, such as Canon, Ricoh, and Konica Minolta, and document management software and systems from companies like Captaris, Kofax, EFI, eCopy and others, to deliver tailored, high-value solutions implemented and supported by its global services organization — IKON Enterprise Services. With fiscal year 2007 revenue of $4.2 billion, IKON has approximately 24,000 employees in over 400 locations throughout North America and Western Europe.

This news release includes information that may constitute forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements relating to our expected third quarter, fourth quarter and full fiscal year 2008 results from operations, revenues, cost and expense reductions, margins, and tax rate. Although IKON believes the expectations contained in such forward-looking statements are reasonable, it can give no assurances that such expectations will prove correct. Such forward-looking statements are based upon management’s current plans or expectations and are subject to a number of risks and uncertainties set forth in our filings with the U.S. Securities and Exchange Commission. As a consequence of these and other risks and uncertainties, IKON’s current plans, anticipated actions and future financial condition, results may differ materially from those expressed in any forward-looking statements.

IKON Office Solutions^® and IKON: Document Efficiency at Work^® are trademarks of IKON Office Solutions, Inc. All other trademarks are the property of their respective owners.

(FIKN)
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