-----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, DZpsSpWkDSXLxJ3pQfRt9+MIJePdGbcxgGUZm9eHpjkS5l04ny6UlmhGM11XHcRC 3r5qdVDnJUHOjW4KrZ5I6A== 0000950159-99-000337.txt : 19991201 0000950159-99-000337.hdr.sgml : 19991201 ACCESSION NUMBER: 0000950159-99-000337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991124 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991130 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: 8-K SEC ACT: SEC FILE NUMBER: 001-05964 FILM NUMBER: 99766374 BUSINESS ADDRESS: STREET 1: 70 VALLEY STREAM CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6102968000 MAIL ADDRESS: STREET 1: 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) November 24, 1999 IKON Office Solutions, Inc. (Exact name of Registrant as specified in its charter) OHIO File No. 1-5964 23-0334400 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) P.O. Box 834, Valley Forge, Pennsylvania 19482 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 296-8000 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. On November 24, 1999, the Registrant announced that it had reached an agreement to settle, subject to court approval, the securities class action and derivative lawsuits brought by its shareholders. The litigation had contended that the Registrant failed to make appropriate financial disclosures. The settlement does not reflect any admission of liability by the Registrant, and there has been no finding of any violation of federal securities laws. In the settlement, the Registrant agreed to pay $111 million (which will result in a net amount of approximately $45 to $60 million, after tax). In addition to available insurance coverage, the Registrant will take a special one-time charge to reflect this payment and anticipates that the charge will be treated as a subsequent event for its fiscal year 1999. The Registrant has adequate sources of financing to fund the settlement and to continue to invest in its fiscal 2000 business plan. The Registrant's press release dated November 24, 1999 containing further detail is attached. This Report includes or incorporates by reference information which may constitute forward-looking statements within the meaning of the federal securities laws, including, but not limited to statements concerning the impact of the settlement on Registrant's business plan and future growth; and Registrant's growth opportunities and productivity initiatives. Although the Registrant 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 that could significantly affect current plans, anticipated actions and the Registrant's future financial condition and results. These risks and uncertainties include, but are not limited to, risks and uncertainties relating to conducting operations in a competitive environment and a changing industry; delays, difficulties, management transitions and employment issues associated with consolidation of, and/or changes in business operations; managing the integration of existing and acquired companies; risks and uncertainties associated with existing or future vendor relationships; and general economic conditions. Certain additional risks and uncertainties are set forth in the Registrant's 1998 Annual Report on Form 10-K/A filed with the Securities and Exchange Commission. As a consequence of these and other risks and uncertainties, current plans, anticipated actions and future financial condition and results may differ materially from those expressed in any forward-looking statements made by or on behalf of the Registrant. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. c. The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K: (99) Press Release dated November 24, 1999 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, 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/WILLIAM S. URKIEL William S. Urkiel Senior Vice President and Chief Financial Officer Dated: November 29, 1999 EX-99 2 [GRAPHIC OMITTED] P.O. Box 834 Valley Forge, PA 19482-0834 70 Valley Stream Parkway Malvern, PA 19355 News Release --------------------------------------------------------------- Contacts: Susan G. Gaffney Veronica L. Rosa Wendy L. Pinckney Steven K. Eck Investor Relations Investor Relations Media Relations Media Relations 610-408-7292 610-408-7196 610-408-7297 610-408-7295 sgaffney@ikon.com vrosa@ikon.com wpinckney@ikon.com seck@ikon.com IKON SETTLES SHAREHOLDER LITIGATION Valley Forge, Pennsylvania - November 24, 1999 - IKON Office Solutions (NYSE: IKN) announced that it has reached an agreement today to settle, subject to court approval, the securities class-action and derivative lawsuits brought by its shareholders. The litigation had contended that the Company had failed to make appropriate financial disclosures. The settlement does not reflect any admission of liability by the Company, and there has been no finding of any violation of federal securities laws. In the settlement, IKON agreed to pay $111 million (which will result in a net amount of approximately $45 to $60 million, after tax). In addition to available insurance coverage, the Company will take a special one-time charge to reflect this payment and anticipates that the charge will be treated as a subsequent event for its fiscal year 1999. The Company has adequate sources of financing to fund the settlement and to continue to invest in its fiscal 2000 business plan. In announcing the settlement, Richard Jalkut, non-executive Chairman of IKON's Board of Directors, said, "This settlement is in the best interests of the Company and all our shareholders. The Board reached that decision after weighing several factors, including the uncertainty and inherent risks of a jury trial, increasing litigation expenses, and the constant and significant diversion of the management team from its focus on sustaining progress and continuing to move this company ahead. "We must put the issue firmly behind us. We have a new management team in place and have made substantial gains over the past year on important initiatives aimed at growing our business, increasing organizational disciplines, making IKON more profitable and building shareholder value." James J. Forese, who became President and Chief Executive Officer in July of 1998 following the alleged wrongdoing, stated, "In the past year, we have made progress toward our goal of being a superior single-source provider of solutions for our customers' business needs. We have strengthened our senior management team, improved controls within the Company, established an ongoing cost-competitiveness and productivity program to reduce expense levels, and implemented a new national sales model to move us toward more disciplined management review and control - all of which are critical for a sales-oriented service company. There are positive signs that these initiatives are beginning to improve the quality of our business through increased sales productivity, increased placements of such focus products as digital and color, strong cash generation and continued demand for our service offerings. We have demonstrated our ability to improve our financial performance and increase our investments in IKON's long-term growth. "In short, we have laid the foundation to generate revenue growth, and will continue to move aggressively to capitalize on our strong network of sales and service professionals and the breadth of office solutions they provide. It is obvious that we have come a long way in a relatively short time by focusing on discipline and execution, and we are totally committed to maintain this focus." IKON Office Solutions (http://www.ikon.com) is one of the world's leading office technology companies providing customers with total office solutions from copier and printing systems, computer networking and digital document services to copy center management, hardware and software product interfaces and electronic file conversion. With fiscal 1999 revenues of more than $5.5 billion, IKON Office Solutions has more than 1,000 locations in the U.S., Canada, Mexico, the United Kingdom, France, Germany and Denmark. This news release includes information which may constitute forward-looking statements within the meaning of the federal securities laws, including, but not limited to: statements concerning the impact of the settlement on IKON's business plan and future growth; and IKON's growth opportunities and productivity initiatives. 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, including, but not limited to, risks and uncertainties relating to conducting operations in a competitive environment and a changing industry; delays, difficulties, management transitions and employment issues associated with consolidation of, and/or changes in business operations; managing the integration of existing and acquired companies; risks and uncertainties associated with existing or future vendor relationships; and general economic conditions. Certain additional risks and uncertainties are set forth in IKON's 1998 Annual Report on Form 10-K/A filed with the Securities and Exchange Commission. As a consequence of these and other risks and uncertainties, IKON's current plans, anticipated actions and future financial condition and results may differ materially from those expressed in any forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----