As filed with the Securities and Exchange Commission on September 26, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IRON MOUNTAIN INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 4226 04-3107342
(State of (Primary Standard Industrial (IRS Employer
incorporation) Classification Code Number) Identification No.)
745 ATLANTIC AVENUE, BOSTON, MA 02111
(617) 357-4455
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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C. RICHARD REESE
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
IRON MOUNTAIN INCORPORATED
745 Atlantic Avenue
Boston, MA 02111
(617) 357-4455
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
WILLIAM J. CURRY ROBERT A. ZUCCARO
SULLIVAN & WORCESTER LLP JONES, DAY, REAVIS & POGUE
One Post Office Square 599 Lexington Avenue
Boston, MA 02109 New York, NY 10022
(617) 338-2800 (212) 326-3939
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement. If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] Registration No.
333-10359
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to Proposed Maximum Proposed Maximum
Securities be Offering Aggregate Aggregate Amount of
to be Registered Registered Price Per Security (1) Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
% Senior Subordinated
Notes due 2006 $15,000,000 100% $15,000,000 $5,173
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Guarantees of the % Senior
Subordinated Notes due 2006 $15,000,000 (2) (2) (2)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act of
1933.
(2) Pursuant to Rule 457(n), no separate registration fee is required as no
additional consideration is being paid for Guarantees.
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EXPLANATORY STATEMENT
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1. The contents of Registration Statement No.
333-10359 are hereby incorporated by reference, including, without
limitation, Exhibit 25 thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Iron
Mountain Incorporated 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 September 26, 1996.
IRON MOUNTAIN INCORPORATED
By: /s/ David S. Wendell
--------------------------
Name: David S. Wendell
Title: President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-1 relating to Iron Mountain Incorporated's
Senior Subordinated Notes and the guarantees thereof has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
- ---------------------------- ----------------------------------- --------------------
* Chairman of the Board of September 26, 1996
- ---------------------------- Directors and Chief Executive
C. Richard Reese Officer
* President, Chief Operating September 26, 1996
- ---------------------------- Officer and Director
David S. Wendell
* Executive Vice President, Chief September 26, 1996
- ---------------------------- Financial Officer and Director
Eugene B. Doggett
* September 26, 1996
- ---------------------------- Director
Constantin R. Boden
* September 26, 1996
- ---------------------------- Director
Arthur D. Little
* September 26, 1996
- ---------------------------- Director
Vincent J. Ryan, Jr.
* Vice President and Corporate September 26, 1996
- ---------------------------- Controller
Jean A. Bua
*By: /s/ David S. Wendell
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David S. Wendell
Attorney-in-Fact
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Iron
Mountain Records Management, Inc., Metro Business Archives, Inc., Criterion
Atlantic Property, Inc., Criterion Property, Inc., Hollywood Property, Inc., IM
San Diego, Inc., Iron Mountain Information Partners, Inc., Iron Mountain Data
Protection Services, Inc., Iron Mountain Records Management of Maryland, Inc.,
Iron Mountain Records Management of Ohio, Inc., Iron Mountain Wilmington, Inc.,
Data Storage Systems, Inc., Iron Mountain Records Management of Missouri LLC,
Iron Mountain Records Management of Boston, Inc., and Data Archive Services,
Inc. have each 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 September 26, 1996.
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
METRO BUSINESS ARCHIVES, INC.
CRITERION ATLANTIC PROPERTY, INC.
CRITERION PROPERTY, INC.
HOLLYWOOD PROPERTY, INC.
IM SAN DIEGO, INC.
IRON MOUNTAIN INFORMATION PARTNERS, INC.
IRON MOUNTAIN DATA PROTECTION
SERVICES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF
MARYLAND, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF
OHIO, INC.
IRON MOUNTAIN WILMINGTON, INC.
DATA STORAGE SYSTEMS, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF
MISSOURI LLC
IRON MOUNTAIN RECORDS MANAGEMENT OF
BOSTON, INC.
DATA ARCHIVE SERVICES, INC.
By: /s/ David S. Wendell
------------------------------
Name: David S. Wendell
Title:President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-1 relating to Iron Mountain Incorporated's
Senior Subordinated Notes and the guarantees thereof has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
- -------------------- ----------------------------------- --------------------
* Chairman of the Board and Director, September 26, 1996
- --------------------- and Chief Executive Officer
C. Richard Reese
* Executive Vice President and Chief September 26, 1996
- --------------------- Financial Officer, and Manager of
Eugene B. Doggett Iron Mountain Records Management
of Missouri, LLC
* Vice President and Corporate September 26, 1996
- --------------------- Controller
Jean A. Bua
*By: /s/ David S. Wendell
--------------------
David S. Wendell
Attorney-in-Fact
II-2
EXHIBITS
Exhibit No.
5 Opinion of Sullivan & Worcester LLP Filed herewith as Exhibit 5
23.1 Consent of Sullivan & Worcester LLP Contained in Exhibit 5 filed herewith
23.2 Consent of Arthur Andersen LLP Filed herewith as Exhibit 23.2
23.3 Consent of Wolpoff & Company, LLP Filed herewith as Exhibit 23.3
23.4 Consent of Morrison and Smith Filed herewith as Exhibit 23.4
23.5 Consent of Geo. S. Olive & Co. LLC Filed herewith as Exhibit 23.5
23.6 Consent of Robert F. Gayton, CPA Filed herewith as Exhibit 23.6
23.7 Consent of Perless, Roth, Jonas & Filed herewith as Exhibit 23.7
Hartney, CPAs, PA
23.8 Consent of Rothstein, Kass & Company, Filed herewith as Exhibit 23.8
P.C.
24 Powers of Attorney Previously filed as an exhibit as part of Registration
Statement No. 333-10359 and incorporated herein by
reference
25 Form T-1 stating the eligibility and Previously filed as an exhibit as part of Registration
qualification of First Bank National Statement No. 333-10359 and incorporated herein by
Association to act as Trustee under reference
the Indenture