8-K 1 form8k.htm CURRENT REPORT form8k.htm
 
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):  August 27, 2008


IKON Office Solutions, Inc.
(Exact name of registrant as specified in its charter)


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

70 Valley Stream Parkway, Malvern, Pennsylvania
 
         19355
                (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)

 
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)
   
x
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 1.01    Entry into a Material Definitive Agreement.
 
On August 27, 2008, IKON Office Solutions, Inc. (“IKON”) announced that it entered into a definitive agreement with Ricoh Company, Ltd. (“Ricoh”) dated August 27, 2008.  Under the terms of the agreement, Ricoh, through an indirect wholly owned subsidiary, Keystone Acquisition, Inc., will acquire IKON for $17.25 per share or approximately $1.6 billion in cash.
 
The transaction is subject to antitrust approvals in the United States, Canada and Europe, customary closing conditions and the approval of IKON’s shareholders.
 
A copy of the press release issued by IKON on August 27, 2008, concerning the transaction is filed herewith as Exhibit 99.1 and is incorporated herein by reference.  The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.
 
Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits.  The following exhibit is filed as part of this Current Report on Form 8-K:
 

Exhibit Number
Description of Exhibit
99.1
Press Release of IKON Office Solutions, Inc., issued on August 27, 2008
 
 
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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 hereunto duly authorized.
 
 

 
 IKON OFFICE SOLUTIONS, INC. 
(Registrant)
   
   
   
 By:  /s/  Mark A. Hershey
   Mark A. Hershey
   Senior Vice President
   General Counsel and Secretary

 
Dated:  August 27, 2008
 
 
 
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Exhibit Index
 
     
Exhibit No.
 
Description
     
99.1
 
Press Release of IKON Office Solutions, Inc., issued on August 27, 2008.
 
 
 
 
 
 
 
 
 
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