-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SuQCFKDTLKFiptrjiJSbunlJHi+ghvH4b8xYx4Nc8tqKfqs3DPuqcYdj/5fceZkb wha7vQnUtiONPngUiPeNMA== /in/edgar/work/20000626/0000950159-00-000255/0000950159-00-000255.txt : 20000920 0000950159-00-000255.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950159-00-000255 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000626 EFFECTIVENESS DATE: 20000626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IKON OFFICE SOLUTIONS INC CENTRAL INDEX KEY: 0000003370 STANDARD INDUSTRIAL CLASSIFICATION: [5045 ] IRS NUMBER: 230334400 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-55096 FILM NUMBER: 660733 BUSINESS ADDRESS: STREET 1: PO BOX 834 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6102968000 MAIL ADDRESS: STREET 1: PO BOX 834 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: ALCO STANDARD CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALCO CHEMICAL CORP DATE OF NAME CHANGE: 19680218 S-8 POS 1 0001.txt As filed with the Securities and Exchange Commission on June 26, 2000 Registration No. - -------------------------------------------------------------------------------- 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 23-0334400 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ----------------------------- P.O. Box 834 Valley Forge, Pennsylvania 19482 (Address of Principal Executive Offices) (Zip Code) ----------------------------- IKON OFFICE SOLUTIONS, INC. 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS ----------------------------- Don H. Liu Senior Vice President, General Counsel and Secretary IKON Office Solutions, Inc. Box 834 Valley Forge, Pennsylvania 19482 (Name and address of agent for service) (610) 296-8000 (Telephone number, including area code, of agent for service) ----------------------------------- CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of securities Amount to be Offering price per Aggregate offering Amount of To be registered registered unit* price registration fee Common stock 123,420 $5.16 $636,847.20 $168.13 without par value** - --------- *Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c). **This Registration Statement relates to Registration Statement No. 33-55096 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 November 23, 1992, the Registrant filed a Registration Statement on Form S-8, Registration Statement No. 33-55096 to register 50,000 shares of common stock, no par value (the "Common Stock") which were issuable under the Registrant's 1993 Stock Option Plan for Non-Employee Directors (the "Plan"). The contents of Registration Statement No. 33-55096 are incorporated by reference in this Registration Statement. The Registrant is now filing this separate Registration Statement to register an additional 123,420 shares of Common Stock ("Registrant Statement") which may be issued under the Plan. Item 8. Exhibits (4.1) Amended and Restated Rights Agreement, dated as of June 18, 1997 between Registrant and National City Bank, filed on June 18, 1997 as Exhibit 1 to Registrant's Report on Form 8-K, is incorporated herein by reference. (5) Opinion of Don H. Liu re: legality. (23) Consent of Independent Auditors. (24) Powers of Attorney. (24.1) Certification of Board Resolution re: Power of Attorney. (99.1) IKON Office Solutions, Inc. 1993 Stock Option Plan for Non-Employee Directors (the "Plan"), filed as Exhibit 4 to Registration Statement Number 33-55096, is incorporated herein by reference. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933 ("Securities Act"), 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 23rd day of June 2000. IKON OFFICE SOLUTIONS, INC. Date: June 26, 2000 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ JAMES J. FORESE Chairman and Chief Executive June 26, 2000 - ----------------------- Officer (Principal Executive (James J. Forese) Officer) /s/ WILLIAM S. URKIEL Senior Vice President and June 26, 2000 - ----------------------- Chief Financial Officer (William S. Urkiel) (Principal Financial Officer) /s/CARLYLE SINGER Controller June 26, 2000 - ----------------------- (Principal Accounting Officer) (Carlyle Singer) Signature Title Date *JUDITH M. BELL Director June 26, 2000 - ----------------------------- (Judy Bell) *JAMES R. BIRLE Director June 26, 2000 - ----------------------------- (James R. Birle) *PHILIP E. CUSHING Director June 26, 2000 - ----------------------------- (Philip E. Cushing) *RICHARD A. JALKUT Director June 26, 2000 - ----------------------------- (Richard A. Jalkut) *ROBERT M. FUREK Director June 26, 2000 - ----------------------------- (Robert M. Furek) *ARTHUR E. JOHNSON Director June 26, 2000 - ----------------------------- (Arthur E. Johnson) *THOMAS R. GIBSON Director June 26, 2000 - ----------------------------- (Thomas R. Gibson) *KURT M. LANDGRAF Director June 26, 2000 - ----------------------------- (Kurth M. Landgraf) *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 June 26, 2000 - --------------------------- (Don H. Liu) EX-5 2 0002.txt Exhibit 5 June 23, 2000 IKON Office Solutions, Inc. P.O. Box 834 Valley Forge, PA 19482 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 123,420 shares of its Common Stock (the "Shares") for offering pursuant to the 1993 Stock Option Plan for Non-Employee Directors ("Plan") from time to time to certain non-employee directors of IKON. 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 is 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, 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 EX-23 3 0003.txt Exhibit 23 CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of IKON Office Solutions, Inc. pertaining to the 1993 Stock Option Plan for Non-Employee Directors of our reports dated October 25, 1999 (except for the first paragraph of note 10 and note 18, as to which the date is November 24, 1999 and the fourth paragraph of note 6, as to which the date is December 9, 1999), with respect to the consolidated financial statements of IKON Office Solutions, Inc. incorporated by reference in its Annual Report (Form 10-K/A) for the year ended September 30, 1999 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP -------------------------- Philadelphia, Pennsylvania June 23, 2000 EX-24 4 0004.txt Exhibit 24 POWER OF ATTORNEY The undersigned certifies that she is a Director of IKON Office Solutions, Inc. ("IKON"). The undersigned hereby appoints each of Michael H. Dudek 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 13th day of March, 2000. /s/JUDITH M. BELL -------------------------- Judith M. Bell Exhibit 24 POWER OF ATTORNEY The undersigned certifies that he is a Director of IKON Office Solutions, Inc. ("IKON"). The undersigned hereby appoints each of Michael H. Dudek 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 9th day of March, 2000. /s/JAMES R. BIRLE ----------------- James R. Birle Exhibit 24 POWER OF ATTORNEY The undersigned certifies that he is a Director of IKON Office Solutions, Inc. ("IKON"). The undersigned hereby appoints each of Michael H. Dudek 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 7th day of March, 2000. /s/THOMAS R. GIBSON -------------------------- Thomas R. Gibson Exhibit 24 POWER OF ATTORNEY The undersigned certifies that he is a Director of IKON Office Solutions, Inc. ("IKON"). The undersigned hereby appoints each of Michael H. Dudek 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 6th day of March, 2000. /s/RICHARD A. JALKUT -------------------------- Richard A. Jalkut Exhibit 24 POWER OF ATTORNEY The undersigned certifies that he is a Director of IKON Office Solutions, Inc. ("IKON"). The undersigned hereby appoints each of Michael H. Dudek 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 March, 2000. /s/ KURT M. LANDGRAF -------------------------- Kurt M. Landgraf Exhibit 24 POWER OF ATTORNEY The undersigned certifies that he is a Director of IKON Office Solutions, Inc. ("IKON"). The undersigned hereby appoints each of Michael H. Dudek 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 7th day of March, 2000. /s/ROBERT M. FUREK -------------------------- Robert M. Furek Exhibit 24 POWER OF ATTORNEY The undersigned certifies that he is a Director of IKON Office Solutions, Inc. ("IKON"). The undersigned hereby appoints each of Michael H. Dudek 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 7th day of March, 2000. /s/ARTHUR E. JOHNSON --------------------------- Arthur E. Johnson Exhibit 24 POWER OF ATTORNEY The undersigned certifies that he is a Director of IKON Office Solutions, Inc. ("IKON"). The undersigned hereby appoints each of Michael H. Dudek 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 7th day of March, 2000. /s/PHILIP E. CUSHING ------------------------ Philip E. Cushing Exhibit 24 POWER OF ATTORNEY The undersigned certifies that he is a Director of IKON Office Solutions, Inc. ("IKON"). The undersigned hereby appoints each of Michael H. Dudek 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 7th day of March, 2000. /s/ARTHUR E. JOHNSON ----------------------- Arthur E. Johnson EX-24.1 5 0005.txt Exhibit 24.1 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 October 20, 1999, and that such resolutions are, as of the date hereof, in full force and effect: FURTHER RESOLVED, that Don H. Liu, Karin M. Kinney, William S. Urkiel, Michael J. Dudek and Michael J. Dillon, 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 23rd day of June, 2000. /s/ DON H. LIU ------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----