As filed with the Securities and Exchange Commission on February 1, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IRON MOUNTAIN INCORPORATED
(formerly known as Pierce Leahy Corp.)
(Exact name of issuer as specified in its charter)
Pennsylvania 23-2588479
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
745 Atlantic Avenue, Boston, Massachusetts 02111
(617) 535-4766
(Address of Principal Executive Offices including zip code)
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Iron Mountain Incorporated Executive Deferred Compensation Plan
Iron Mountain/ATSI 1995 Stock Option Plan
Iron Mountain Incorporated 1995 Stock Incentive Plan
Iron Mountain Incorporated 1998 Employee Stock Purchase Plan
(Full titles of the plan)
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C. Richard Reese
Chairman of The Board of
Directors and Chief Executive Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
(617) 535-4766
(Name, address and telephone number of agent for service)
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COPY TO:
William J. Curry, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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IF, AS A RESULT OF STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS, THE
NUMBER OF SECURITIES PURPORTED TO BE REGISTERED ON THIS REGISTRATION STATEMENT
CHANGES, THE PROVISIONS OF RULE 416 SHALL APPLY TO THIS REGISTRATION STATEMENT.
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CALCULATION OF REGISTRATION FEE
Proposed
Maximum Offering Proposed Maximum
Title of Securities Amount to be Price Per Share/ Aggregate Amount of
to be Registered Registered(1) Obligation(1) Offering Price(1) Registration Fee
---------------- ------------- ------------- ----------------- ----------------
Options granted under
Iron Mountain/ATSI the
1995 Stock Option Plan
and the Iron Mountain
Incorporated 1995 Stock
Incentive Plan:
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Common Stock, par
value $.01 per share 690 $0.7467 $515.22
Common Stock, par
value $.01 per share 23,540 $0.8733 $20,557.48
Common Stock, par
value $.01 per share 285,099 $4.3227 $1,232,397.45
Common Stock, par
value $.01 per share 182 $4.4267 $805.66
Common Stock, par
value $.01 per share 182 $4.7000 $855.40
Common Stock, par
value $.01 per share 98,116 $5.7667 $565,805.54
Common Stock, par
value $.01 per share 2,537 $6.6333 $16,828.68
Common Stock, par
value $.01 per share 2,220 $7.2533 $16,102.33
Common Stock, par
value $.01 per share 5,549 $7.2933 $40,470.52
Common Stock, par
value $.01 per share 6,006 $7.3800 $44,324.28
Common Stock, par
value $.01 per share 9,776 $7.5467 $73,776.54
Common Stock, par
value $.01 per share 333 $7.8133 $2,601.83
Common Stock, par
value $.01 per share 1,803 $7.9533 $14,339.80
Common Stock, par
value $.01 per share 4,449 $8.2933 $36,896.89
Common Stock, par
value $.01 per share 99,744 $8.386 $836,453.18
Common Stock, par
value $.01 per share 9,286 $9.1000 $84,502.60
Common Stock, par
value $.01 per share 418,817 $10.2500 $4,292,874.25
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Proposed
Maximum Offering Proposed Maximum
Title of Securities Amount to be Price Per Share/ Aggregate Amount of
to be Registered Registered(1) Obligation(1) Offering Price(1) Registration Fee
---------------- ------------- ------------- ----------------- ----------------
Common Stock, par
value $.01 per share 93,545 $10.7500 $1,005,608.75
Common Stock, par
value $.01 per share 83,235 $10.9400 $910,590.90
Common Stock, par
value $.01 per share 180 $17.9733 $ 3,235.19
Common Stock, par
value $.01 per share 14,290 $18.5000 $264,365.00
Common Stock, par
value $.01 per share 2,700 $18.7083 $50,512.41
Common Stock, par
value $.01 per share 10,223 $19.3333 $197,644.33
Common Stock, par
value $.01 per share 14,829 $20.2500 $ 300,287.25
Common Stock, par
value $.01 per share 6,000 $20.9583 $125,749.80
Common Stock, par
value $.01 per share 309,937 $21.1667 $6,560,343.50
Common Stock, par
value $.01 per share 45,911 $22.3333 $1,025,344.14
Common Stock, par
value $.01 per share 42,384 $22.5417 $955,407.41
Common Stock, par
value $.01 per share 4,410 $22.6667 $99,960.15
Common Stock, par
value $.01 per share 3,192 $23.5000 $75,012.00
Common Stock, par
value $.01 per share 43,073 $24.2500 $1,044,520.25
Common Stock, par
value $.01 per share 15,000 $24.3333 $364,999.50
Common Stock, par
value $.01 per share 14,400 $25.0333 $360,479.52
Common Stock, par
value $.01 per share 1,868 $26.7917 $50,046.90
Common Stock, par
value $.01 per share 37,372 $27.1667 $1,015,273.91
Common Stock, par
value $.01 per share 66,260 $27.9063 $1,849,071.44
Common Stock, par
value $.01 per share 42,308 $28.4167 $1,202,253.74
Common Stock, par
value $.01 per share 11,735 $29.1875 $342,515.31
Common Stock, par
value $.01 per share 1,700 $29.4063 $49,990.71
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Proposed
Maximum Offering Proposed Maximum
Title of Securities Amount to be Price Per Share/ Aggregate Amount of
to be Registered Registered(1) Obligation(1) Offering Price(1) Registration Fee
---------------- ------------- ------------- ----------------- ----------------
Common Stock, par
value $.01 per share 43,820 $30.3750 $1,331,032.50
Common Stock, par
value $.01 per share 32,685 $30.5938 $999,958.35
Common Stock, par
value $.01 per share 268,465 $33.6250 $9,027,135.63
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Total 2,177,851 -- $36,491,446.24 $9,633.74
Iron Mountain
Incorporated 1995
Stock Incentive Plan:
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Common Stock, par
value $.01 per share 626,156 $33.46875 $20,956,658.63 $5,532.56
Iron Mountain
Incorporated 1998
Employee Stock
Purchase Plan:
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Common Stock, par
value $.01 per share 324,093 $33.46875 $10,846,987.59 $2,863.61
Iron Mountain
Incorporated Executive
Deferred Compensation
Plan:
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Deferred Compensation
Obligations (2) $20,000,000 100% $20,000,000.00 $5,280.00
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Grand Total $88,295,092.46 $23,309.91
(1) With respect to shares of Common Stock underlying options granted
pursuant to the Iron Mountain/ATSI 1995 Stock Option Plan and the Iron
Mountain Incorporated 1995 Stock Incentive Plan, the proposed maximum
offering price per share and the proposed maximum aggregate offering
price have been based upon the per share and aggregate exercise prices.
With respect to the shares of Common Stock issuable under the Iron
Mountain Incorporated 1995 Stock Incentive Plan and the Iron Mountain
Incorporated 1998 Employee Stock Purchase Plan, the proposed maximum
offering price per share and the proposed maximum aggregate offering
price have been estimated solely for purpose of calculating the amount
of the registration fee in accordance with Rules 457(c) and 457(h)
under the Securities Act of 1933, as amended, on the basis of the
average of the high and low prices of the Common Stock on the New York
Stock Exchange on January 28, 2000.
(2) With respect to the Deferred Compensation Obligations registered under
the Iron Mountain Incorporated Executive Deferred Compensation Plan,
the proposed maximum offering price per obligation and the proposed
maximum aggregate offering price have been estimated solely for purpose
of calculating the amount of the registration fee in accordance with
rules 457(c) and 457(h) under the Securities Act of 1933, as amended.
The Deferred Compensation Obligations are unsecured obligations of Iron
Mountain Incorporated to pay deferred compensation in the future in
accordance with the terms of the Iron Mountain Incorporated Executive
Deferred Compensation Plan.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following additional documents, which have been filed by Iron
Mountain Incorporated (the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in and made a part
of this Registration Statement, as of their respective dates:
(a) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(c) The Company's Current Reports on Form 8-K dated October 22, 1999
and February 1, 2000;
(d) The description of the Common Stock contained in the Company's
registration statement on Form 8-A dated May 27, 1997 (File No.
1-13045), including any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
herein, or in any subsequently filed document which also is or is deemed to be
incorporated by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Iron Mountain Incorporated Executive Deferred Compensation
Plan (the "EDC Plan"), the Company will provide eligible employees the
opportunity to defer the payment to them by the Company or any subsidiary of
between five and fifty percent of their base salary and between five and one
hundred percent of any incentive compensation bonuses by making a written
election with the EDC Plan's administrator. The obligations of the Company under
the EDC Plan (the "Obligations") will be unsecured general obligations of the
Company to pay the deferred compensation, with earnings, in the future in
accordance with the terms of the EDC Plan, and the Obligations will rank equally
with other unsecured and unsubordinated indebtedness of the Company from time to
time outstanding.
Each participating employee (each a "Participant") will elect the
amount of compensation to be deferred in accordance with the EDC Plan.
Participants will choose hypothetical investment options from the range provided
by the Company. A hypothetical investment in the Company's stock will not be an
option. Each Obligation will be payable by the Company upon the Participant's
retirement, death, disability or termination of employment or such earlier date
selected by each Participant in accordance with the terms of the EDC Plan. The
Participant may elect to receive benefits in either a single lump sum in cash or
substantially equal annual cash installments over a period of either five or ten
years.
No benefit, payment, sum or other interest under the EDC Plan is
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, hypothecation, encumbrance or charge.
The EDC Plan constitutes a promise by the Company to make benefit
payments to Participants and beneficiaries in the future in accordance with the
terms of the EDC Plan. Any amounts payable under the EDC Plan will be paid out
of the general assets of the Company and each Participant and beneficiary will
be deemed to be a general unsecured creditor of the Company.
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The Company has established a "grantor" trust to meet its obligations
under the EDC Plan, the assets of which are treated, for all purposes, as
general, unrestricted assets of the Company. In all events, it is the intent of
the Company that the EDC Plan be treated as unfunded for tax and ERISA purposes.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares offered hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subchapter D (Sections 1741 through 1750) of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"), contains
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "Representatives") and
related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors, officers and other Representatives under
certain prescribed circumstances against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, to which any of them
is a party or threatened to be made a party by reason of his being a
Representative of the corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable to
the corporation unless and only to the extent that the proper court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, a Representative is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is
mandatory to the extent that a Representative has been successful on the merits
or otherwise in defense of any such action or proceeding referred to in Section
1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that indemnification of a
Representative is proper because the Representative met the applicable standard
of conduct, and such determination will be made by the board of directors by a
majority vote of a quorum of directors not parties to the action or proceeding;
if a quorum is not obtainable or if obtainable and a majority of disinterested
directors so directs, by independent legal counsel; or by the shareholders.
Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by him
in his capacity as a Representative, whether or not the
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corporation would have the power to indemnify him against that liability under
Subchapter D of Chapter 17 of the PBCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the PBCL to
successor corporations resulting from consolidation, merger or division and to
service as a representative of a corporation or an employee benefit plan.
Section 7.2 of the Company's Bylaws provides indemnification to
directors and officers for all actions taken by them and for all failures to
take action to the fullest extent permitted by Pennsylvania law against all
expense, liability and loss reasonably incurred or suffered by them in
connection with any threatened, pending or completed action, suit or proceeding
(including, without limitation, an action, suit or proceeding by or in the right
of the Company), whether civil, criminal, administrative, investigative or
through arbitration. Section 7.2 also permits the Company, by action of its
Board of Directors, to indemnify officers, employees and other persons to the
same extent as directors. Amendments, repeals or modifications of Section 7.2
can only be prospective and such changes require the affirmative vote of not
less than all of the directors then serving or holders of a majority of the
outstanding shares of stock of the Company entitled to vote in elections of
directors. Section 7.2 further permits the Company to maintain insurance, at its
expense, for the benefit of any person on behalf of whom insurance is permitted
to be purchased by Pennsylvania law against any such expenses, liability or
loss, whether or not the Company would have the power to indemnify such person
against such expense, liability or loss under Pennsylvania or other law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Sullivan & Worcester LLP.*
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.*
23.1 Consent of Sullivan & Worcester LLP (contained in the opinion of
Sullivan & Worcester LLP filed herewith as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP (as to Iron Mountain Incorporated,
a Delaware Corporation).*
23.3 Consent of Arthur Andersen LLP (as to Iron Mountain Incorporated,
a Pennsylvania Corporation, f/k/a Pierce Leahy Corp).*
24 Power of Attorney (included in signature page of this
Registration Statement).
*Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof; and
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(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering;
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof; and
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in that Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of 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 the City of Boston, Commonwealth of Massachusetts, on the 1st
day of February, 2000.
IRON MOUNTAIN INCORPORATED
By: /s/ C. Richard Reese
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C. Richard Reese
Chairman of the Board,
Chief Executive Officer and Director
The undersigned Officers and Directors of the Company hereby severally
constitute C. Richard Reese, John F. Kenny, Jr., David S. Wendell and J. Peter
Pierce, and each of them acting singly, our true and lawful attorneys to sign
for us and in our names in the capacities indicated below any amendments to this
Registration Statement on Form S-8 (including any post-effective amendments
hereto) and to file the same, with Exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said attorneys,
acting singly, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming our signatures to said amendments to this Registration Statement
signed by our said attorneys and all else that said attorneys may lawfully do
and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company in the capacities indicated on the 1st day of February, 2000.
Signatures Title
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/s/ C. Richard Reese
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C. Richard Reese Chairman, Chief Executive Officer and Director
/s/ J. Peter Pierce
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J. Peter Pierce President and Director
/s/ John F. Kenny, Jr.
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John F. Kenny, Jr. Executive Vice President and Chief Financial Officer
/s/ David S. Wendell
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David S. Wendell Senior Vice President and Director
/s/ Eugene B. Doggett
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Eugene B. Doggett Director
/s/ Constantin R. Boden
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Constantin R. Boden Director
/s/ Arthur D. Little
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Arthur D. Little Director
/s/ Vincent J. Ryan
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Vincent J. Ryan Director
/s/ B. Thomas Golisano
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B. Thomas Golisano Director
/s/ Kent P. Dauten
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Kent P. Dauten Director
/s/ Clarke H. Bailey
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Clarke H. Bailey Director
/s/ Howard D. Ross
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Howard D. Ross Director