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) November 24, 1999
IKON Office Solutions, Inc.
(Exact name of Registrant as specified in its charter)
OHIO File No. 1-5964 23-0334400
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
P.O. Box 834, Valley Forge, Pennsylvania 19482
(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)
Item 5. Other Events.
On November 24, 1999, the Registrant announced that it had reached an
agreement to settle, subject to court approval, the securities class action and
derivative lawsuits brought by its shareholders. The litigation had contended
that the Registrant failed to make appropriate financial disclosures. The
settlement does not reflect any admission of liability by the Registrant, and
there has been no finding of any violation of federal securities laws.
In the settlement, the Registrant agreed to pay $111 million (which
will result in a net amount of approximately $45 to $60 million, after tax). In
addition to available insurance coverage, the Registrant will take a special
one-time charge to reflect this payment and anticipates that the charge will be
treated as a subsequent event for its fiscal year 1999. The Registrant has
adequate sources of financing to fund the settlement and to continue to invest
in its fiscal 2000 business plan. The Registrant's press release dated November
24, 1999 containing further detail is attached.
This Report includes or incorporates by reference information which may
constitute forward-looking statements within the meaning of the federal
securities laws, including, but not limited to statements concerning the impact
of the settlement on Registrant's business plan and future growth; and
Registrant's growth opportunities and productivity initiatives. Although the
Registrant believes the expectations contained in such forward-looking
statements are reasonable, it can give no assurances that such expectations will
prove correct. Such forward-looking statements are based upon management's
current plans or expectations and are subject to a number of risks and
uncertainties that could significantly affect current plans, anticipated actions
and the Registrant's future financial condition and results. These risks and
uncertainties include, but are not limited to, risks and uncertainties relating
to conducting operations in a competitive environment and a changing industry;
delays, difficulties, management transitions and employment issues associated
with consolidation of, and/or changes in business operations; managing the
integration of existing and acquired companies; risks and uncertainties
associated with existing or future vendor relationships; and general economic
conditions. Certain additional risks and uncertainties are set forth in the
Registrant's 1998 Annual Report on Form 10-K/A filed with the Securities and
Exchange Commission. As a consequence of these and other risks and
uncertainties, current plans, anticipated actions and future financial condition
and results may differ materially from those expressed in any forward-looking
statements made by or on behalf of the Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
c. The following exhibits are furnished in accordance with the provisions of
Item 601 of Regulation S-K:
(99) Press Release dated November 24, 1999
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 thereunto duly authorized.
IKON OFFICE SOLUTIONS, INC.
By: /s/WILLIAM S. URKIEL
William S. Urkiel
Senior Vice President and
Chief Financial Officer
Dated: November 29, 1999