Registration
No. 333-97475
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 2 to
FORM
S-3
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 Identification Number)
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Incorporation
or Organization)
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70
Valley Stream Parkway
Malvern,
Pennsylvania 19355
(610)
296-8000
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)
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Copy
to:
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Mark
A. Hershey, Esq.
Senior Vice President, General
Counsel
and
Secretary
70
Valley Stream Parkway
Malvern,
Pennsylvania 19355
(610) 296-8000
(Name,
Address, Including Zip Code, and Telephone
Number,
Including Area Code, of Agent for Service)
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Richard
A. Hall, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, New York 10019
(212)
474-1000
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Approximate
date of commencement of proposed sale to the public: Not
applicable. This Amendment No. 2 relates to the deregistration
of unsold securities.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box.
o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
o
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
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If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
o
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
x
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Accelerated filer
¨
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Non-accelerated
filer
¨
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Smaller
reporting company
¨
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(Do not check if a smaller reporting company)
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DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment No. 2 to Form S-3 Registration Statement 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. 2 to its Form S-3 Registration Statement
(Registration No. 333-97475) (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 Registration
Statement.
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.
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
16. 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-3 and has duly caused this Post-Effective Amendment to Form S-3
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 registration statement has been signed by the
following persons in the capacities and on the dates
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
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October
31, 2008
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Robert
F. Woods
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Officer
(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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*
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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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*
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Director
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October
31, 2008
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Arthur
E. Johnson
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*
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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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