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):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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 |
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) |
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| By: | /s/ Mark A. Hershey |
| | Mark A. Hershey |
| | Senior Vice President |
| | General Counsel and Secretary |
Dated: August 27, 2008
Exhibit Index
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| Exhibit No. | | Description |
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| 99.1 | | Press Release of IKON Office Solutions, Inc., issued on August 27, 2008. |
