8-K

UNITED STATES 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) July 6, 2005

IKON Office Solutions, Inc.

(Exact name of registrant as specified in its charter)

       OHIO        
(State or other
jurisdiction of
incorporation)    File No. 1-5964   
 (Commission File
 Number)
                     23-0334400    
 (IRS Employer
 Identification
 Number)

  70 Valley Stream Parkway, Malvern, Pennsylvania      19355   

Registrant’s telephone number, including area code: (610) 296-8000

                       Not Applicable                       
(Former name or former address, if changed since last report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

         o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

         o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

         o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

         o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition.
Item 7.01.   Regulation FD Disclosure.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure.”

On July 8, 2005, IKON Office Solutions, Inc. (the “Company”) issued a press release announcing the filing of its Form 10-Q for the second quarter of fiscal 2005 and the restatement of financial results for fiscal 2000 through the first quarter of fiscal 2005. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 4.02(a).   Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

The Company has completed a comprehensive review to determine the extent to which certain trade accounts receivable may have been overstated due to billing errors (the “Review”), as initially described in its press release issued on April 21, 2005, and is, on the date hereof, filing its restated financial statements included in the Company’s Form 10-K/A for fiscal 2004 and Form 10-Q/A for the first quarter of fiscal 2005 (the “Restated Financial Statements”). Based on the results of the Review, the Company’s management, together with the Audit Committee of the Company’s Board of Directors, concluded that the error represented a cumulative effect over multiple periods, and, therefore, the Company is restating its consolidated balance sheets at September 30, 2004 and 2003, and consolidated statements of income, cash flows, and changes in shareholders’ equity for the fiscal years ended September 30, 2004, 2003, and 2002, as well as its consolidated balance sheet (unaudited) at December 31, 2004 and consolidated statements of income (unaudited) and cash flows (unaudited) for the three months ended December 31, 2004 and 2003 (the “Restatement”) for the impact of billing errors and other identified adjustments as a result of the Review. The Restatement affects periods prior to fiscal 2002 and the impact of the Restatement on such prior periods will be reflected as an adjustment to retained earnings as of October 1, 2001. In addition, the Restatement impacts all quarters of fiscal 2004 and 2003. Management and the Audit Committee of the Board of Directors concluded on July 6, 2005 that the Company’s previously filed reports on Form 10-K for fiscal 2004 and Form 10-Q for the first quarter of fiscal 2005 should no longer be relied on.

In connection with the Restatement, the Company made certain adjustments for the fiscal years ended September 30, 2004, 2003, and 2002 relating to (1) allowance for doubtful accounts, billing quality and deferred revenues, (2) customer concessions, and (3) the treatment of advances from GE for customer receivables as an accounts payable, each of which is an “error” within the meaning of Accounting Principles Board Opinion No. 20, Accounting Changes. These adjustments resulted in a (decrease) increase in previously reported net income and earnings per share for the fiscal years ended September 30, 2004, 2003, and 2002 of $(7.9) million, or $(0.05) per diluted share, $7.1 million, or $0.04 per diluted share, and $(2.3) million, or $(0.01) per diluted share, respectively.

Management and the Audit Committee of the Board of Directors have discussed this matter with the Company’s Independent Registered Accounting Firm.

Item 9.01.   Financial Statements and Exhibits.

The following exhibit shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K:

99.1   Press Release Dated July 8, 2005.

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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/ Robert F. Woods        
          Robert F. Woods
          Senior Vice President and
          Chief Financial Officer

Dated: July 8, 2005

-3-

EX-99

Exhibit 99.1

IKON Files Form 10-Q for Second Quarter of Fiscal 2005;
Restates Fiscal 2000 through First Quarter Fiscal 2005

MALVERN, Pa., July 8, 2005 — IKON Office Solutions (NYSE:IKN), the world’s largest independent channel for document management systems and services, today filed amended reports on Form 10-K/A for fiscal 2004 and Form 10-Q/A for the first quarter of fiscal 2005 to restate its results for fiscal 2002 through the first quarter of fiscal 2005 and other selected financial information for fiscal 2000 and fiscal 2001 in connection with the completion of its previously announced internal review of billing controls and reserve practices for trade accounts receivable. IKON today also filed its Form 10-Q for the second quarter of fiscal 2005.

As previously disclosed, during a review of aged trade receivables conducted during the second quarter of fiscal 2005, and in connection with performing self-assessment and testing of the Company’s internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, the Company identified deficiencies in the processes and timeliness by which it issues and adjusts certain invoices. Based on the results of the review, the Company’s management and the Audit Committee of the Company’s Board of Directors concluded that the errors represented a cumulative effect over multiple periods and that prior period financial statements required restatement. The cumulative impact of the restatement for fiscal 2000 through first quarter fiscal 2005 and periods prior to fiscal 2000 was a decrease in revenue and net income of $125 million and $33 million, respectively.

First half fiscal 2005 earnings per diluted share from continuing operations were $0.22. Excluding certain previously announced non-recurring charges, first half fiscal 2005 earnings per diluted share from continuing operations were $0.28, in-line with preliminary results reported on April 28, 2005. First quarter fiscal 2005 earnings per diluted share from continuing operations were $0.15, an improvement of $0.02 versus previously reported results. Second quarter fiscal 2005 earnings per diluted share from continuing operations were $0.06, $0.02 lower than preliminary results reported on April 28, 2005. Cash flows from operations were unaffected. Please refer to the attached exhibit and the Company’s related reports filed with the SEC for further details regarding the information discussed in this news release.

About IKON

IKON Office Solutions Inc. (www.ikon.com), the world’s largest independent channel for copier, printer and MFP technologies, delivers integrated document management solutions and systems, enabling customers worldwide to improve document workflow and increase efficiency. IKON integrates best-in-class systems from leading manufacturers, such as Canon, Ricoh, Konica Minolta, EFI and HP, and document management software from companies like Captaris, EMC (Documentum), Kofax and others, to deliver tailored, high-value solutions implemented and supported by its global services organization—IKON Enterprise Services. With Fiscal 2004 revenues of $4.61 billion, IKON has approximately 27,000 employees in 500 locations throughout North America and Western Europe.

FIKN

IKON Office Solutions, Inc.
Exhibit to News Release dated July 8, 2005

The following table sets forth the increase (decrease) to certain income statement line items for the periods impacted by the restatement:

Restatement
- ------------------------------------------------------------------------------------------------------------------------------------
(in millions, except per share data)
                                                               Selling and                                       Diluted Earnings
Period                                 Revenue      Administrative Expense   Operating Income       Net Income          per Share

1st Quarter Fiscal 2005                $     1           $         (6)       $             8        $        5     $         0.02

Fiscal 2004                                (36)                   (23)                   (13)               (8)             (0.05)

Fiscal 2003                                  2                    (10)                    12                 7               0.04

Fiscal 2002                                 (5)                    (1)                    (4)               (2)             (0.01)

Fiscal 2001                                  1                      1                      -                 -                 --

Fiscal 2000                                (12)                    (9)                    (3)               (2)             (0.01)

Prior to Fiscal 2000(1)                    (76)                   (22)                   (55)              (33)               N/A
                                ----------------------------------------------------------------------------------------------------
Cumulative Impact                $        (125)                   (70)                   (55)              (33)               N/A
                                ====================================================================================================

NOTE: (1) The impact of the restatement on periods prior to fiscal 2000 was reflected by decreasing the opening balance of retained earnings in fiscal 2000 by $33 million.

The following table sets forth the reconciliation for the six months ended March 31, 2005 of net income from continuing operations to net income from continuing operations excluding certain non-recurring charges:

Reconciliation
- ----------------------------------------------------------------------------------------------------------------------------
(in millions, except per share data)

Six Months Ended March 31, 2005                                     GAAP                                       Non-GAAP
                                                                as Reported       Adjustments                  Adjusted
                                                               -------------     -------------               ------------

Income from continuing operations before taxes on income       $          49     $          14  (a, b, c, d)  $       63
Taxes on income                                                           18                 4                        22
                                                               -------------                                 ------------
Net income from continuing operations                          $          31                                  $       41
                                                               =============                                 ============

Weighted Average Shares Outstanding, Diluted                           143.2  (f)                                   161.7  (g)
                                                               -------------                                 ------------
Diluted EPS - Continuing Operations                            $        0.22  (f)                             $      0.28  (g)
                                                               =============                                 ============
Net loss from discontinued operations                          $         (10)                6  (e)           $        (4)
                                                               =============                                 ============
Diluted EPS - Discontinued Operations                          $       (0.07) (f)                             $     (0.02) (g)
                                                               =============                                 ============

(a)	Includes $2.2 of real estate charges and $0.3 of charges related to the consolidation of our Legal Document Services unit.
(b)	Includes $6.7 loss on the sale of substantially all operations in Mexico, $1.1 gain on the sale of certain technology businesses, and $7.5 gain from a final reconciliation with GE related to the sale of our U.S. leasing operations.
(c)	Includes restructuring and asset impairment charges for field and corporate staff and for the consolidation of our Legal Document Services unit of $9.0 and $2.4, respectively.
(d)	Loss on purchase of $45 of 5% convertible debt due May 2007 of $1.7.
(e)	Charges related to the closure of our Business Document Services unit.
(f)	The calculation of GAAP diluted EPS excludes the dilution from convertible notes because the effect would be antidilutive.
(g)	The calculation of Non-GAAP diluted EPS includes the dilution from convertible notes by adding approximately 18 million shares and a net income add-back of $4.2, representing interest expense, net of taxes, associated with such convertible notes.