0000950159-01-500277.txt : 20011008
0000950159-01-500277.hdr.sgml : 20011008
ACCESSION NUMBER: 0000950159-01-500277
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 6
FILED AS OF DATE: 20010919
EFFECTIVENESS DATE: 20010919
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: IKON OFFICE SOLUTIONS INC
CENTRAL INDEX KEY: 0000003370
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045]
IRS NUMBER: 230334400
STATE OF INCORPORATION: OH
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-69638
FILM NUMBER: 1740413
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 CHEMICAL CORP
DATE OF NAME CHANGE: 19680218
FORMER COMPANY:
FORMER CONFORMED NAME: ALCO STANDARD CORP
DATE OF NAME CHANGE: 19920703
S-8
1
esopikons-8.txt
ESOP IKON S-8
As filed with the Securities and Exchange Commission on September 19, 2001
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)
-----------------------------
2000 IKON OFFICE SOLUTIONS, INC.
EMPLOYEE STOCK OPTION PLAN
-----------------------------
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 5,000,000 $8.30 $41,500,000 $10,375.00
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. 333-40108 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 filed on this form relating to the same
employee benefit plan is effective.
On June 26, 2000, the Registrant filed a registration statement on Form
S-8, Registration No. 333-40108 to register 5,000,000 shares of common stock, no
par value (the "Common Stock") which were issuable under the Registrant's 2000
Employee Stock Option Plan (the "Plan"). The contents of Registration Statement
No. 333-40108 are incorporated by reference in this Registration Statement. The
Registrant is now filing this separate Registration Statement to register an
additional 5,000,000 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.
(23.1) Consent of Ernst & Young LLP.
(23.2) Consent of PricewaterhouseCoopers 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 17th day of September, 2001.
IKON OFFICE SOLUTIONS, INC.
Date: September 17, 2001 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/ JAMES J. FORESE Chairman and Chief Executive Officer September 17, 2001
------------------------------ (Principal Executive Officer)
(James J. Forese)
/s/ WILLIAM S. URKIEL Senior Vice President and September 17, 2001
------------------------------ Chief Financial Officer
(William S. Urkiel) (Principal Financial Officer)
/s/ CARLYLE S. JONES Controller September 17, 2001
------------------------------ (Principal Accounting Officer)
(Carlyle S. Jones)
Signature Title Date
*JUDITH M. BELL Director September 17, 2001
------------------------------
(Judy Bell)
*JAMES R. BIRLE Director September 17, 2001
------------------------------
(James R. Birle)
*PHILIP E. CUSHING Director September 17, 2001
------------------------------
(Philip E. Cushing)
*RICHARD A. JALKUT Director September 17, 2001
------------------------------
(Richard A. Jalkut)
*ROBERT M. FUREK Director September 17, 2001
------------------------------
(Robert M. Furek)
*ARTHUR E. JOHNSON Director September 17, 2001
------------------------------
(Arthur E. Johnson)
*THOMAS R. GIBSON Director September 17, 2001
------------------------------
(Thomas R. Gibson)
*KURT M. LANDGRAF Director September 17, 2001
------------------------------
(Kurth M. Landgraf)
*MARILYN WARE Director September 17, 2001
------------------------------
(Marilyn Ware)
*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 September 17, 2001
------------------------------------
(Don H. Liu)
INDEX TO EXHIBITS
(5) Opinion of Don H. Liu re: legality.
(23.1) Consent of Ernst & Young LLP.
(23.2) Consent of PricewaterhouseCoopers LLP.
(24.1) Powers of Attorney.
(24.2) Certification of Board Resolution re: Power of Attorney.
EX-5
3
exhibit5.txt
EXHIBIT 5
Exhibit 5
September 17, 2001
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 5,000,000 shares of its Common Stock (the "Shares") for
offering pursuant to the 2000 IKON Office Solutions, Inc. Employee Stock Option
Plan (the "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 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 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
4
exhibit23-1.txt
EXHIBIT 23-1
Exhibit 23.1
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 2000 IKON Office
Solutions, Inc. Employee Stock Option Plan of our report dated October 25, 1999
(except for the first paragraph of note 8, as to which the date is November 24,
1999 and the third paragraph of note 4, as to which the date is December 9,
1999) with respect to the consolidated financial statements and schedule of
IKON Office Solutions, Inc. and subsidiaries as of September 30, 1999 and for
each of the two years in the period ended September 30, 1999 included in its
Annual Report (Form 10-K) for the fiscal year ended September 30, 2000, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
September 17, 2001
EX-23
5
exhibit23-2.txt
EXHIBIT 23-2
Exhibit 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 8, 2000 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, 2000.
/s/ PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
September 17, 2001
EX-24
6
exhibit24-1.txt
EXHIBIT 24-1
Exhibit 24.1
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 17th day of September, 2001,
/s/JUDITH M. BELL
-------------------------------
Judith M. Bell
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 17th day of September, 2001
/s/JAMES R. BIRLE
-----------------------------
James R. Birle
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 17th day of September, 2001
/s/PHILIP E. CUSHING
--------------------------------
Philip E. Cushing
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 17th day of September, 2001
/s/ROBERT M. FUREK
-----------------------------
Robert M. Furek
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 17th day of September, 2001
/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 17th day of September, 2001
/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 17th day of September, 2001
/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 17th day of September, 2001
/s/KURT M. LANDGRAF
--------------------------------
Kurt M. Landgraf
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 n may deem necessary or desirable.
Dated this 17th day of September, 2001
/s/ MARILYN WARE
-----------------------------
Marilyn Ware
EX-24
7
exhibit24-2.txt
EXHIBIT 24-2
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 17th day of
September, 2001.
/s/ DON H. LIU
Don H. Liu