0000950159-01-500278.txt : 20011008 0000950159-01-500278.hdr.sgml : 20011008 ACCESSION NUMBER: 0000950159-01-500278 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: 333-69648 FILM NUMBER: 1740558 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 ikonrsp9-01.txt IKON RSP 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) ----------------------------- IKON OFFICE SOLUTIONS, INC. RETIREMENT SAVINGS 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 10,000,000 $8.30 $83,000,000 $20,750.00 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. 333-51134 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 December 1, 2000, the Registrant filed a Registration Statement on Form S-8, Registration Statement No. 333-51134 to register 10,000,000 shares of common stock, no par value (the "Common Stock") which were issuable under the Registrant's Retirement Savings Plan (the "Plan"). The contents of Registration Statement No. 333-51134 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 June 18, 1997 between IKON Office Solutions, Inc. and National City Bank, filed on June 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. (23.1) 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. 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 17th day of September 2001. IKON OFFICE SOLUTIONS, INC. By: /s/ ALLISTER H. MCCREE, JR. ------------------------------- Allister H. McCree, Jr. Plan Administrator 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. (23.3) 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 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 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 IKON Office Solutions, Inc. Retirement Savings 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 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 consent to the incorporation by reference in the 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. We also consent to the incorporation by reference in this Registration Statement of our report dated July 13, 2001 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, 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 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 may deem necessary or desirable. Dated this 17th day of September, 2001. /s/ MARILYN WARE ----------------------------- Marilyn Ware 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 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