UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1
to
Form S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IKON
Office Solutions, Inc.
(Exact
name of registrant as specified in its charter)
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Ohio
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23-0334400
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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70
Valley Stream Parkway, Malvern, Pennsylvania
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19355
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Alco
Standard Corporation Defined Contribution Plan
(Full
title of the Plan)
Mark
A. Hershey
Senior
Vice President, General Counsel and Secretary
IKON
Office Solutions, Inc.
70
Valley Stream Parkway
Malvern,
Pennsylvania 19355
(Name and
address of agent for service)
(610) 296-8000
(Telephone
number, including area code, of agent for service)
Copy
to:
Richard
Hall, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, New York 10019
(202)
474-1000
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
þ
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
o
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(Do
not check if a smaller reporting company)
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DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment No. 1 is being filed solely to remove from registration
securities that were registered and will not be issued in connection with the
registrant’s offering.
IKON
Office Solutions, Inc., an Ohio corporation (the “Company”), files this
Post-Effective Amendment No. 1 to its Form S-8 Registration Statement
(Registration No. 33-55435) (the “Registration Statement”) to withdraw and
remove from registration the unissued and unsold shares of the Company’s common
stock, without par value, issuable pursuant to the Alco Standard Corporation
Defined Contribution Plan (the “Plan”).
Pursuant
to the Agreement and Plan of Merger dated as of August 27, 2008, between
the Company, Ricoh Company, Ltd. (“Ricoh”) and Keystone Acquisition, Inc.
(“Sub”), an indirect wholly owned subsidiary of Ricoh, Sub is expected to merge
with and into the Company on October 31, 2008 (the time of such merger, the
“Effective Time”), with the Company as the surviving entity (the
“Merger”). The Merger was approved by the holders of the Company’s
common stock on October 31, 2008, as required under Ohio law and the terms of
the Merger Agreement. As a result of the Merger, the holders of
shares of the Company’s common stock, without par value, issued and
outstanding immediately prior to the effective time of the Merger (except as
otherwise agreed, and excluding shares owned by the Company, as treasury stock,
Ricoh or Sub which will be canceled in accordance with the Merger Agreement, and
any shares for which stockholders have sought appraisal rights under Ohio law)
will be entitled to receive $17.25 in cash per share, without interest (the
“Merger Consideration”), and all such shares shall no longer be outstanding and
shall cease to exist, and each holder of a certificate that immediately prior to
the effective time of the Merger represented any such shares of the Company’s
common stock shall cease to have any rights with respect thereto, except the
right to receive the Merger Consideration upon surrender of such certificate in
accordance with the Merger Agreement.
As a
result of the Merger, the Company has terminated all offerings of the Company’s
securities pursuant to certain existing registration statements, including the
Registration Statement, as of the Effective Time. In accordance with an
undertaking made by the Company in the Registration Statement to remove from
registration, by means of a post-effective amendment, any securities of the
Company which remain unsold at the termination of the offering subject to the
Registration Statement, the Company hereby removes from registration all
securities registered under the Registration Statement that remain unissued or
unobligated as of the Effective Time.
Item
8. Exhibits.
The
following document is filed as an exhibit to this Registration
Statement:
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Exhibit
Number
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Description of Exhibit
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24.1
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Power
of Attorney
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective Amendment to Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Malvern, Commonwealth of Pennsylvania, on this
31st day of October, 2008.
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IKON
OFFICE SOLUTIONS, INC.
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By:
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/s/
Mark A. Hershey
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Mark
A. Hershey
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Senior
Vice President, General Counsel and
Secretary
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
has been signed by the following persons, in the capacities and on the date
indicated.
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Signature
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Title
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Date
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*
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Chairman
and Chief Executive Officer
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October
31, 2008
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Matthew
J. Espe
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(Principal
Executive Officer)
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*
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Senior
Vice President and Chief Financial Officer
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October
31, 2008
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Robert
F. Woods
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(Principal
Financial Officer)
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*
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Vice
President and Controller
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October
31, 2008
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Theodore
E. Strand
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(Principal
Accounting Officer)
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*
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Director
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October
31, 2008
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Philip
E. Cushing
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Director
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October
31, 2008
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Thomas
R. Gibson
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*
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Director
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October
31, 2008
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Richard
A. Jalkut
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Director
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October
31, 2008
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Arthur
E. Johnson
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Director
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October
31, 2008
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Kurt
M. Landgraf
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*
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Director
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October
31, 2008
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Gerald
Luterman
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*
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Director
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October
31, 2008
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William
E. McCracken
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*
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Director
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October
31, 2008
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Hellene
S. Runtagh
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*
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Director
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October
31, 2008
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Anthony
P. Terracciano
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*
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Mark
A. Hershey, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named officers and/or directors of the Company
pursuant to powers of attorney duly executed by such
persons.
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By:
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/s/
Mark A. Hershey
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Mark
A. Hershey, Attorney-in-Fact
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