S-8

As filed with the Securities and Exchange Commission on October 6, 2006

Registration No.

UNITED STATES
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)

70 Valley Stream Parkway
Malvern, Pennsylvania 19355
(Address of Principal Executive Offices) (Zip Code)

IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN

Mark A. Hershey
Senior Vice President, General Counsel and Secretary
IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
(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	4,000,000	$13.195	$52,780,000	$5,647.46
without par value**

*Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h).
**Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also includes an indeterminate number of shares Common Stock with associated preferred share rights.
***This Registration Statement relates to Registration Statement Number 333-114431 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 filed on this form relating to the same employee benefit plan is effective.

     Pursuant to General Instruction E of Form S-8, the Registrant hereby makes the following statement: on April 13, 2004, the Registrant filed a Registration Statement on Form S-8, Registration Statement No. 333-114431, to register an additional 10,000,000 shares of the registrant’s common stock, without par value (the “Common Stock”) issuable under the Registrant’s Retirement Savings Plan (the “Plan”). The contents of Registration Statement Number 333-114431 are incorporated by reference into this Registration Statement. The Registrant is now filing this Registration Statement to register an additional 4,000,000 shares of Common Stock that may be issued under the Plan.

Part II. Information Required in the Registration Statement

Item 8.	Exhibits
		(4.1	)	Amended and Restated Rights Agreement dated as of July 18, 1997 between IKON Office Solutions, Inc. and National City Bank, filed as Exhibit 4.1 to IKON Office Solutions, Inc.’s Report on Form 8-K dated June 18, 1997 is incorporated herein by reference.
		(4.2	)	Amendment No. 1 dated as of January 27, 2005 to the Amended and Restated Rights Agreement dated as of July 18, 1997 between IKON Office Solutions, Inc. and National City Bank, filed as Exhibit 4 to IKON Office Solutions, Inc.’s Report on Form 8-K dated January 27, 2005 is incorporated herein by reference.
		(5.1	)	Opinion of Mark A. Hershey.
		(5.2	)	Copy of the Internal Revenue Service Determination Letter that the Plan is qualified under the Internal Revenue Code.
		(23.1	)	Consent of PricewaterhouseCoopers LLP.
		(24.1	)	Power of Attorney (included on signature page).

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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, Commonwealth of Pennsylvania, on this 6th day of October 2006.

	IKON OFFICE SOLUTIONS, INC.
Date: October 6, 2006	By:  /s/ Robert F. Woods
		(Robert F. Woods)
	Title:	Senior Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert F. Woods and Mark A. Hershey, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to enable IKON Office Solutions, Inc. to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission, as fully to all intents and purposes as he might or could do in person, hereby ratifying all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Matthew J. Espe	Chief Executive Officer, President	October 6, 2006
(Matthew J. Espe)	and Chairman of the Board of Directors (Principal Executive Officer)
/s/ Robert F. Woods	Senior Vice President and	October 6, 2006
(Robert F. Woods)	Chief Financial Officer Principal Financial Officer)
/s/ Theodore E. Strand	Vice President and Controller	October 6, 2006
(Theodore E. Strand)	(Principal Accounting Officer)

/s/ Philip E. Cushing	Director	October 6, 2006
(Philip E. Cushing)
/s/ Thomas R. Gibson	Director	October 6, 2006
(Thomas R. Gibson)
/s/ Richard A. Jalkut	Director	October 6, 2006
(Richard A. Jalkut)
/s/ Arthur E. Johnson	Director	October 6, 2006
(Arthur E. Johnson)
/s/ Kurt M. Landgraf	Director	October 6, 2006
(Kurt M. Landgraf)
/s/ Gerald Luterman	Director	October 6, 2006
(Gerald Luterman)
/s/ William E. McCracken	Director	October 6, 2006
(William E. McCracken)
/s/ William L. Meddaugh	Director	October 6, 2006
(William L. Meddaugh)
/s/ Anthony P. Terracciano	Director	October 6, 2006
(Anthony P. Terracciano)

     The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 6th day of October 2006.

IKON OFFICE SOLUTIONS, INC.
By:	/s/ Katherine B. Huggins
	Katherine B. Huggins
	Plan Administrator

INDEX TO EXHIBITS

(4.3)	Amended and Restated Rights Agreement dated as of July 18, 1997 between IKON Office Solutions, Inc. and National City Bank, filed as Exhibit 4.1 to IKON Office Solutions, Inc.’s Report on Form 8-K dated June 18, 1997 is incorporated herein by reference.
(4.4)	Amendment No. 1 dated as of January 27, 2005 to the Amended and Restated Rights Agreement dated as of July 18, 1997 between IKON Office Solutions, Inc. and National City Bank, filed as Exhibit 4 to IKON Office Solutions, Inc.’s Report on Form 8-K dated January 27, 2005 is incorporated herein by reference.
(5.1)	Opinion of Mark A. Hershey.
(5.2)	Copy of the Internal Revenue Service Determination Letter that the Plan is qualified under the Internal Revenue Code.
(23.1)	Consent of PricewaterhouseCoopers LLP.
(24.1)	Power of Attorney (included on signature page).

EX-5.1

Exhibit 5.1

October 6, 2006

IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355

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 4,000,000 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 are 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.

     I am an employee of IKON, and in that capacity serve as General Counsel of IKON. I am executing and delivering this opinion only in such capacity, and I shall not have personal liability for the opinions expressed herein.

     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/ Mark A. Hershey

EX-5.2

EXHIBIT 5.2

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
Date: SEP 20 2002	Employer Identification Number:
	23-0334400
	DLN:
IKON OFFICE SOLUTIONS INC	17007025009042
C/O SHARMON PRIAULX	Person to Contact:
BALLARD SPAHR ANDREWS & INGERSOLL	CAROLYN A. PLECHATY ID# 31661
1735 MARKET STREET, 51ST FLOOR	Contact Telephone Number:
PHILADELPHIA, PA 19103-7599	(877) 829-5500
	Plan Name:   IKON OFFICE SOLUTIONS INC   RETIREMENT SAVINGS PLAN Plan Number: 099

Dear Applicant:

      We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

      Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

      The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

      This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

      This determination is subject to your adoption of the proposed amendments submitted in your letter dated September 12, 2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

      This determination letter is applicable for the amendment(s) executed on January 29, 2001.

      This plan satisfies the requirements of Code section 4975(e)(7).

      This determination letter considers the information submitted in your letter dated September 12, 2002.

Letter 835 (DO/CG)

2

IKON OFFICE SOLUTIONS INC

      This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

      This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

      The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

      We have sent a copy of this letter to your representative as indicated in the power of attorney.

      If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,
 

 
Paul T. Shultz
Director,
Employee Plans Rulings & Agreements

Enclosures:
Publication 794

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 9, 2005 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the IKON Office Solutions, Inc., Annual Report on Form 10-K for the year ended September 30, 2005.

We also consent to the incorporation by reference in this Registration Statement of our report dated June 15, 2006 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, 2005.

PricewaterhouseCoopers LLP
Philadelphia, PA
October 5, 2006