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<P ALIGN="Center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As
filed with the Securities and Exchange Commission on December 21, 2004 <BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registration No.
</FONT></P>



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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR> WASHINGTON D.C. 20549<BR>FORM S-8<BR>REGISTRATION STATEMENT</B></FONT></P>



<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Under The Securities
Act of 1933 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><B>IKON OFFICE SOLUTIONS,
INC. </B></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Exact name of
Registrant as specified in its charter) </FONT></P>



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     <TD WIDTH="50%" ALIGN="Center"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">OHIO                   <BR>
(State or other jurisdiction of <BR>
incorporation or organization)
</FONT></TD>
     <TD WIDTH="50%" ALIGN="Center"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">              23-0334400    <BR> (I.R.S. Employer Identification No.)   </FONT></TD></TR></TABLE>







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     <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>_______________________________ <BR>
         70 Valley Stream Parkway<BR>  Malvern, PA 19355 <BR>  (Address of Principal
Executive Offices) (Zip Code) <BR> _______________________________ </FONT></P><BR>





<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <B>
IKON OFFICE SOLUTIONS, INC. AMENDED AND RESTATED<BR>
                                          1994 DEFERRED COMPENSATION PLAN
</B>
</FONT></P>




<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>
IKON OFFICE SOLUTIONS, INC. AMENDED AND RESTATED
                                      <BR> EXECUTIVE DEFERRED COMPENSATION PLAN
 </B></FONT></P>

     <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>_______________________________ <BR><BR>
Don H. Liu <BR>Senior Vice President, General Counsel and Secretary<BR>
IKON Office Solutions, Inc. <BR>
70 Valley Stream Parkway<BR>
Malvern, PA 19355<BR>
(Name and address of agent for service)<BR><BR>
(610) 296-8000<BR>
(Telephone number, including area code, of agent for service)<BR><BR>
<B>_______________________________<BR><BR>
CALCULATION OF REGISTRATION FEE</B>
</FONT></P>



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     <TH WIDTH=40% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title of securities<BR>to be registered</FONT></TH>
     <TH WIDTH=15% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount to be <BR>registered</FONT></TH>
     <TH WIDTH=15% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed Maximuim<BR> Offering price per<BR> unit*</FONT></TH>
     <TH WIDTH=15% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed Maximum <BR>Aggregate offering <BR>price</FONT></TH>
     <TH WIDTH=15% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount of <BR>registration fee</FONT></TH></TR>


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     <TD COLSPAN=5><HR NOSHADE COLOR=Black SIZE=2></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1994 Deferred Compensation Plan Obligations</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$26,000,000(1)(2)</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>100%</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$26,000,000.00</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$3,060.20</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Executive Deferred Compensation Plan Obligations</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4,000,000(1)(2)</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>100%</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$4,000,000.00</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$470.80</FONT></TD></TR>


<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common stock, without par value(3)</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>500,000</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$11.01(2)</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$5,505,000.00</FONT></TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$647.94</FONT></TD></TR>


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               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1) </FONT></TD>
               <TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The obligations under the IKON Office Solutions, Inc. Amended and Restated 1994
Deferred Compensation Plan and the IKON Office Solutions, Inc. Amended and Restated
Executive Deferred Compensation Plan, as amended (collectively, the &#147;Plans&#148;)
being registered are unsecured obligations of IKON Office Solutions, Inc. to pay deferred
compensation in the future in accordance with the terms of the Plans. The filing of this
Registration Statement shall not be construed as an admission by IKON Office Solutions,
Inc. that (a) any such obligations under either of the Plans are securities under the
Securities Act of 1933, as amended, (the &#147;Securities Act&#148;) or (b) that such
obligations are required to be registered under the Securities Act. </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2) </FONT></TD>
               <TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(h) of the Securities Act. </FONT></TD>
               </TR>
               </TABLE>
               <BR>


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               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3) </FONT></TD>
               <TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Includes associated preferred share purchase rights. </FONT></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(4) </FONT></TD>
               <TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Plus such indeterminable number of shares as may be issued to participants in
               the Plans in connection with stock splits or similar equity recapitalizations. </FONT></TD>
               </TR>
               </TABLE>
               <BR>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS </FONT></H1>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 1. &nbsp;&nbsp;&nbsp;&nbsp;Plan Information. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IKON Office
Solutions, Inc. (the &#147;Company&#148;) is filing this registration statement on Form
S-8 (the &#147;Registration Statement&#148;) in connection with registering (i) the
Company&#146;s deferred compensation plan obligations to pay deferred compensation in the
future in accordance with the terms of the IKON Office Solutions, Inc. Amended and
Restated 1994 Deferred Compensation Plan (the &#147;1994 Deferred Compensation Plan&#148;)
(ii) the Company&#146;s executive deferred compensation plan obligations to pay deferred
compensation in the future in accordance with the terms of the IKON Office Solutions, Inc.
Amended and Restated Executive Deferred Compensation Plan, as amended (the &#147;Executive
Deferred Compensation Plan&#148; and, together with the 1994 Deferred Compensation Plan,
the &#147;Plans&#148;), and (iii) 500,000 shares of the Company&#146;s common stock,
without par value (the &#147;Common Stock&#148;) available for future issuance under the
Executive Deferred Compensation Plan in accordance with the terms of the Executive
Deferred Compensation Plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prospectuses
setting forth the information required by Part I of Form S-8 with respect to each Plan
will be sent or given to participants under each of the Plans as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
&#147;Commission&#148;) under the Securities Act. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such
documents are not being filed with the Commission, but each constitutes (along with the
documents incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933 (the &#147;Securities Act&#148;). </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 2. &nbsp;&nbsp;&nbsp;&nbsp;Registrant
Information and Employee Plan Annual Information. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
documents incorporated by reference in Item 3 of Part II of this Form S-8 are also
incorporated by reference in the Section 10(a) prospectuses relating to this Registration
Statement. The foregoing documents and all other documents required to be delivered
pursuant to Rule 428(b) promulgated under the Securities Act are available without charge,
upon written or oral request, to IKON Office Solutions, Inc., Attn: Law Department, 70
Valley Stream Parkway, Malvern, PA 19355, telephone number: (610) 296-8000. </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT </FONT></H1>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 3. &nbsp;&nbsp;&nbsp;&nbsp;Incorporation of Documents
by Reference. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents filed by the Company with the Commission are incorporated by reference
in this Registration Statement: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company&#146;s annual report on Form 10-K for the fiscal year ended
          September 30, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company&#146;s quarterly reports on Form 10-Q for the quarters ended on
          December 31, 2003, March 31, 2004 and June 30, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Description of the Company&#146;s preferred share purchase rights contained in
          the Company&#146;s registration statement on Form 8-A filed under the Securities
          Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), on July 20,
          1995 (File No. 001-05964), including any amendment, statement or report filed
          updating such description; and </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Description of the Company&#146;s common stock contained in the Company&#146;s
          Registration Statement on Form 8-A filed under the Exchange Act on July 20, 1995
          (File No. 001-05964), including any amendment, statement or report filed
          updating such description. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment indicating
that all securities offered hereby 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 thereof from the date of filing of such documents. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 4. &nbsp;&nbsp;&nbsp;&nbsp;Description of
Securities. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Summaries
of the deferred compensation obligations to be issued by the Company pursuant to the Plans
are included below. Each of these summaries is qualified in its entirety by reference to
the terms of the Plans filed as exhibits to this Registration Statement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>(a)</U>&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Obligations Under the 1994 Deferred Compensation Plan</U>: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
1994 Deferred Compensation Plan is a nonqualified deferred compensation plan for eligible
employees of the Company. Under the 1994 Deferred Compensation Plan, eligible employees
may defer a portion of their salary, bonus payments, commissions and incentive
compensation, but specifically excluding Company contributions under the Company&#146;s
Retirement Savings Plan and any fringe benefits. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
deferred compensation obligations to be issued by the Company under the 1994 Deferred
Compensation Plan (the &#147;1994 DCP Obligations&#148;) will be unsecured general
obligations of the Company to pay deferred compensation in the future in accordance with
the terms of the 1994 Deferred Compensation Plan, and will rank pari passu with all of the
Company&#146;s obligations to its other unsecured creditors that may be outstanding from
time to time. Therefore, the 1994 DCP Obligations are subject to the risks of the
Company&#146;s insolvency. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior
to the beginning of a calendar year during the term of the 1994 Deferred Compensation
Plan, a new participant may irrevocably elect to defer a portion of his or her
compensation for each of the next five years (or, if less, for each year while the
participant is an active employee of the Company). The amount of the deferral for each
year may vary, subject to the minimum and maximum limitations specified in the 1994
Deferred Compensation Plan. After the participant has participated in the 1994 Deferred
Compensation Plan for five years, he or she will be given the opportunity, prior to the
beginning of each year thereafter, to elect to defer a portion of his or her compensation
for the next year (or, if less, until the participant ceases to be an active employee of
the Company). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
amount of compensation (stated as a dollar amount or as a percentage in the case of
deferrals from a participant&#146;s annual bonus) to be deferred for the first year shall
be designated in the participant&#146;s Participation Agreement, subject to the minimum
and maximum limitations set forth in the 1994 Deferred Compensation Plan. For each of the
next four years after a participant&#146;s initial deferral election (or, if less, for
each year while the participant is an active employee of the Company), the participant
will be given the opportunity, prior to the beginning of each year, to elect the amount of
compensation to be deferred, subject to the minimum and maximum limitations set forth in
the 1994 Deferred Compensation Plan. For each year, the amount of a participant&#146;s
deferrals from salary may be no less than $3,000 and the aggregate amount of a
participant&#146;s compensation deferrals may be no more than $200,000. In the event that
a participant fails to specify the amount to be deferred in any year in which a deferral
is required, the participant shall be deemed to have elected to defer $3,000 of salary for
that year. The administrator of the 1994 Deferred Compensation Plan shall have the right
to waive the future deferral obligation for a participant who has suffered an
unforeseeable emergency, in accordance with the terms of the 1994 Deferred Compensation
Plan. </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
amounts to be deferred under the 1994 Deferred Compensation Plan will be deducted from the
participant&#146;s compensation otherwise payable by the Company in substantially equal
installments during the applicable deferral period in the case of deferrals from salary,
and in a lump sum in the case of deferrals from annual bonuses and other eligible
compensation. If a participant&#146;s employment with the Company terminates during the
deferral period, all deferrals will immediately cease. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amounts
deferred by a participant under the 1994 Deferred Compensation Plan will be credited to an
account (&#147;1994 DCP Account&#148;) established by the Company in the
participant&#146;s name. The value of a participant&#146;s 1994 DCP Account will be
determined in accordance with the 1994 Deferred Compensation Plan, based on elections made
by the participant. A participant may choose among a number of investment alternatives by
which his or her 1994 DCP Obligations may be measured. A participant may request a change
in his or her allocation among the various investment alternatives daily in accordance
with the terms of the 1994 Deferred Compensation Plan. The investment alternatives
available under the 1994 Deferred Compensation Plan may be changed or others added as
determined by the 1994 Deferred Compensation Plan administrator. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
participant shall vest in the 1994 DCP Obligations owed to him or her under the 1994
Deferred Compensation Plan (i) on the fifth anniversary of the date of his or her initial
participation in the 1994 Deferred Compensation Plan, (ii) on the date of his or her
retirement from the Company at or after age 60, or (iii) on the date that he or she
attains age 65, whichever shall first occur, provided the participant has been a full-time
employee of the Company for the entire period. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
in cases where the participant&#146;s employment with the Company terminates or where the
participant dies or suffers a total disability (as defined in the 1994 Deferred
Compensation Plan) the 1994 DCP Obligations will be paid in ten annual payments in the
amounts specified in the 1994 Deferred Compensation Plan, commencing in the January
following the later of the participant&#146;s attaining age 60 or the participant&#146;s
retirement from the employ of the Company, unless the participant elects, in accordance
with the terms of the 1994 Deferred Compensation Plan, to defer payment of the 1994 DCP
Obligations until a later date or to receive his or her 1994 DCP Obligations benefits in
five or fifteen annual payments. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
participant whose employment with the Company terminates prior to vesting (other than on
account of the participant&#146;s death) shall be entitled to receive, in a lump sum
payment, an amount equal to the lesser of (i) the participant&#146;s deferrals to the date
of termination, without interest, or (ii) the value of the participant&#146;s 1994 DCP
Account as of the last day of the calendar month coincident with or next following the
date of death. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
a participant suffers a total disability (as defined in the 1994 Deferred Compensation
Plan) while still employed by the Company, the participant shall be entitled to receive
the 1994 DCP Obligations owed to him or her commencing in the January following the year
in which he or she attains age 60. A participant who has incurred a total disability may
begin to receive the 1994 DCP Obligations before reaching age 60 if the committee
established to administer the 1994 Deferred Compensation Plan determines, upon application
by the participant, that the participant has a financial hardship that cannot reasonably
be relieved by use of other available resources. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
a participant dies before receiving full payment of the 1994 DCP Obligations owed to him
or her, the participant&#146;s designated beneficiaries shall receive, in a lump sum
payment, the balance of the 1994 DCP Obligations, valued as of the end of the calendar
month in which the participant dies. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
distributions of 1994 DCP Obligations from the participant&#146;s 1994 DCP Account will be
made in cash. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
participant, beneficiary or heir shall have the right to sell, transfer, encumber, pledge,
assign or charge any payment due under the 1994 Deferred Compensation Plan other than with
respect to marital or family support disputes as provided under the 1994 Deferred
Compensation Plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s Board of Directors has the right to amend the 1994 Deferred Compensation
Plan at any time, except that no amendment shall have a material adverse effect on a
participant unless the participant consents. The Company&#146;s Board of Directors has the
right to terminate the 1994 Deferred Compensation Plan at any time, and the 1994 Deferred
Compensation Plan automatically terminates upon a &#147;Change in Control,&#148; as
defined in the 1994 Deferred Compensation Plan. In the event of such termination, the
Company shall pay the participant the value equal to the participant&#146;s 1994 DCP
Account. The Company has the right to accelerate all future 1994 DCP Obligations to a
participant under the 1994 Deferred Compensation Plan, to be paid in a single lump sum or
in such other accelerated manner as the Company deems appropriate. In the event of such
acceleration, the amount of the 1994 DCP Obligations owed to the participant shall be
valued as of the end of the month following the Company&#146;s determination to accelerate
payments. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>(b)</U>&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Obligations Under the Executive Deferred Compensation Plan</U>: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Executive Deferred Compensation Plan is a nonqualified deferred compensation plan for
eligible employees of the Company. Under the Executive Deferred Compensation Plan,
eligible employees may defer a portion of their salary, bonus payments, awards under any
performance plan, incentive agreement or arrangement, which includes the Company&#146;s
Common Stock or shares of the Company&#146;s Common Stock or cash payable pursuant to
awards under the Company&#146;s Long Term Incentive Compensation Plan, Stock Award Plan,
2000 Executive Incentive Plan or any other equity based incentive plan or arrangement
established by Company (collectively referred to as the &#147;EDCP Eligible Equity
Plans&#148;), but specifically excluding Company contributions under the Company&#146;s
Retirement Savings Plan and any fringe benefits. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
deferred compensation obligations to be issued by the Company under the Executive Deferred
Compensation Plan (the &#147;EDCP Obligations&#148;) will be unsecured general obligations
of the Company to pay deferred compensation in the future in accordance with the terms of
the Executive Deferred Compensation Plan, and will rank pari passu with all of the
Company&#146;s obligations to its other unsecured creditors that may be outstanding from
time to time. Therefore, the EDCP Obligations are subject to the risks of the
Company&#146;s insolvency. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
value of the EDCP Obligations owed to each participant will be determined in accordance
with the Executive Deferred Compensation Plan, based on elections made by the participant.
Executive Deferred Compensation Plan participants deferring cash compensation or
reallocating deferred compensation pursuant to the terms of the Executive Deferred
Compensation Plan may choose among a number of investment alternatives by which his or her
EDCP Obligations may be measured, including an index that consists of the Company&#146;s
Common Stock. The investment alternatives may be changed or others added as determined by
the Executive Deferred Compensation Plan administrator. Participants may change their
investment alternative elections and, other than with respect to deferrals into the
Company&#146;s Common Stock index, may reallocate EDCP Obligations among the investment
alternatives in accordance with the terms of the Executive Deferred Compensation Plan.
EDCP Obligations arising from deferrals into the Company&#146;s Common Stock index may not
be reallocated. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Executive Deferred Compensation Plan administrator maintains accounts for each of the
participants for the purpose of recording the EDCP Obligations of the Company to pay
deferred compensation in accordance with the terms of the Executive Deferred Compensation
Plan in the future. There are three types of accounts: the Cash Account, the Index Account
and the Stock Account, each as defined below. The amount of cash compensation deferred by
a participant and measured by an investment alternative other than the Company&#146;s
Common Stock fund will be credited to the participant&#146;s cash deferral account
(&#147;Cash Account&#148;). The value of the EDCP Obligations in a participant&#146;s Cash
Account will be adjusted daily to reflect the investment experience of the selected
investment alternatives. If the participant elects the Company&#146;s Common Stock fund as
an investment alternative, the portion of the amount deferred or reallocated to the
Company&#146;s Common Stock index will be credited to the participant&#146;s index account
(&#147;Index Account&#148;). Amounts credited to the Index Account may not be reallocated
to any other investment alternative. In the case of an original deferral of compensation,
the amount of the EDCP Obligations allocated to the participant&#146;s Index Account will
be measured by a money market fund chosen by the Executive Deferred Compensation Plan
administrator until the last business day of the quarter in which the compensation is
payable. As of such date, the participant&#146;s Index Account will be credited with a
number stock units equal to the aggregate number of shares of the Company&#146;s Common
Stock having the same fair market value on such date as the value of the EDCP Obligations
measured by the money market fund, except that the value of any resulting fractional
shares will be measured in cash. During the time the EDCP Obligations are measured by the
money market fund, that portion of the participant&#146;s Index Account will be adjusted
daily to reflect the investment experience of the money market fund. In the case of a
reallocation of EDCP Obligations, the amount allocated to the participant&#146;s Index
Account will be equal to the aggregate number of shares of the Company&#146;s Common Stock
having the same fair market value on the date of the transaction as the value of the EDCP
Obligations being reallocated, except that the value of any resulting fractional shares
will be measured in cash. The amount of any shares of the Company&#146;s Common Stock
deferred from one of the EDCP Eligible Equity Plans will be credited to the
participant&#146;s stock account (&#147;Stock Account&#148;) in stock units on a
one-for-one basis. The value of the EDCP Obligations in a participant&#146;s Stock Account
may not be reallocated to any other investment alternative. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
dividends or other distributions that would have been paid to a participant if his or her
EDCP Obligations had actually been invested in an investment alternative represented by
the investment election in which the participant&#146;s account is deemed invested will be
deemed reinvested in the applicable investment option. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
distributions of EDCP Obligations from the participant&#146;s Cash Account shall be made
in cash. All distributions of EDCP Obligations from the participant&#146;s Index Account
and Stock Account shall be made in shares of the Company&#146;s Common Stock on a
one-for-one basis equal to the number of stock units credited to the account, with any
fractional shares being paid in cash. However, the participant may elect, subject to the
approval of the Executive Deferred Compensation Plan administrator, to receive the
distribution(s) from his or her Stock Account in cash. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Distributions
to participants must commence in accordance with their deferral election but no later than
the January following the year in which the participant attains age 60 or the January
following the year in which the participant retires or otherwise terminates employment
with the Company, whichever is later. Except in cases where the participant&#146;s
employment with the Company terminates or upon the participant&#146;s death, the amount of
the EDCP Obligations owed by the Company to a participant shall be valued as of December 1
of the Executive Deferred Compensation Plan year preceding the year specified in the
participant&#146;s Plan election form. The distribution of these EDCP Obligations shall be
paid to the participant in a lump sum within 60 days thereafter. Alternatively, if the
participant so elects, distribution of these EDCP Obligations may be made in substantially
equal annual installments over a period not to exceed ten years, beginning within 60 days
after December 1 of the year preceding the year specified in the participant&#146;s
Executive Deferred Compensation Plan election form. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
a participant dies before receiving full payment of the EDCP Obligations owed to him or
her, the participant&#146;s designated beneficiaries shall receive the balance of the EDCP
Obligations, valued as of the end of the calendar month in which the participant dies.
Payment of the balance of the EDCP Obligation shall be made in a lump sum, as soon as
administratively practicable following the participant&#146;s date of death. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
a participant&#146;s employment with the Company terminates after the participant attains
age 60, distributions of the EDCP Obligations owed to him or her will be made in
accordance with the participant&#146;s Executive Deferred Compensation Plan election form.
If a participant&#146;s employment with the Company terminates before the participant
attains age 60, the participant shall receive either (i) the cash and stock distribution
on the date of designation on the participant&#146;s election form or (ii) the balance of
the EDCP Obligations owed to the participant, to be paid in a lump sum payment in January
of the year following the participant&#146;s employment termination date if so designated
on the participant&#146;s Executive Deferred Compensation Plan election form. The amount
of the EDCP Obligations owed by the Company to the participant shall be determined as of
the end of the Executive Deferred Compensation Plan year in which the participant&#146;s
employment terminates. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company has established an irrevocable grantor trust, commonly referred to as a
&#147;rabbi trust,&#148; into which all deferrals of the Company&#146;s Common Stock from
the EDCP Eligible Equity Plans will be contributed. The trust assets are treated as assets
of the Company for tax purposes and are subject to the claims of the Company&#146;s
creditors in the event of insolvency. The Company has entered into a rabbi trust
arrangement with Wachovia Bank, N.A., as trustee. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
participant, beneficiary or heir shall have the right to sell, transfer, encumber, pledge,
assign or charge any payment due under the Executive Deferred Compensation Plan other than
with respect to marital or family support disputes as provided under the Executive
Deferred Compensation Plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s Board of Directors has the right to amend the Executive Deferred
Compensation Plan at any time, except that no amendment shall have a material adverse
effect on a participant unless the participant consents. The Company&#146;s Board of
Directors has the right to terminate the Executive Deferred Compensation Plan at any time,
and the Executive Deferred Compensation Plan automatically terminates upon a &#147;Change
in Control,&#148; as defined in the Executive Deferred Compensation Plan. In the event of
such termination, the Company shall make a lump sum distribution equal to the
participant&#146;s Cash Account, Index Account and Stock Account. The Company has the
right to accelerate all future EDCP Obligations to a participant under the Executive
Deferred Compensation Plan, to be paid in a single lump sum or in such other accelerated
manner as the Company deems appropriate. In the event of such acceleration, the amount of
the EDCP Obligations owed to the participant shall be valued as of the end of the month
following the Company&#146;s determination to accelerate payments. </FONT></P>

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<A NAME=A009></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5. &nbsp;&nbsp;&nbsp;&nbsp;Interests of
Named Experts and Counsel. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
legality of the Plan Obligations and the shares of Common Stock offered hereby have been
passed upon for the Company by Don H. Liu, Senior Vice President, General Counsel and
Secretary of the Company. On December 17, 2004, Mr. Liu beneficially owned 50,483
 shares of
Common Stock of the Company and, under stock option plans of the Company, holds options to
purchase 375,200 shares of Common Stock. Mr. Liu is a participant under the Plan. </FONT></P>

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<A NAME=A010></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6. &nbsp;&nbsp;&nbsp;&nbsp;Indemnification
of Directors and Officers. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Ohio
General Corporation Law (the &#147;Ohio Law&#148;), under which the Company is organized,
provides that the Company may indemnify persons who incur certain liabilities or expenses
by reason of such persons being or having been directors, officers or employees of the
Company or serving or having served in such capacities or similar capacities at the
Company&#146;s request for other corporations or entities. Pursuant to the Ohio Law, the
Company has adopted, as part of its Code of Regulations, provisions whereby the Company
shall indemnify such persons against such liabilities and expenses resulting from </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;suits or
other proceedings brought by third persons and against expenses resulting from suits or
other proceedings brought in the right of the Company. No indemnification against expenses
is to be made, however, in respect of claims brought in the right of the Company where: i)
such person is finally adjudged to be liable for negligence or misconduct in the
performance of a duty to the Company, unless specific court approval for such
indemnification is obtained; or ii) the only liability asserted against a director is
pursuant to Section 1701.95 of the Ohio Law (relating to unlawful loans, dividends or
distributions of assets). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
permitted by law, the Company has purchased liability insurance policies covering its
directors and officers to provide protection where the law does not allow the Company to
indemnify a director or officer. The policies also provide coverage for indemnifiable
expenses, including expenses related to claims arising under the Employment Retirement
Income Security Act against a director or officer based upon an alleged breach of
fiduciary duty or other wrongful act with respect to an employee benefit plan. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 7. &nbsp;&nbsp;&nbsp;&nbsp;Exemption from
Registration Claimed. </FONT></H1>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
Applicable.</I></FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 8. &nbsp;&nbsp;&nbsp;&nbsp;Exhibits. </FONT></H1>


          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>

               <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4.1) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              Amended and Restated Rights Agreement, dated as of July 18, 1997 between IKON Office
                           Solutions, Inc. and National City Bank, filed on July 18, 1997 as Exhibit 1 to IKON
                           Office Solutions, Inc.'s Report on Form 8-K, is incorporated herein by reference.</FONT></TD>
               </TR>
               </TABLE>
               <BR>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>

               <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
             Opinion of Don H. Liu.</FONT></TD>
               </TR>
               </TABLE>
               <BR>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>

               <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(23.1) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
            Consent of PricewaterhouseCoopers LLP.</FONT></TD>
               </TR>
               </TABLE>
               <BR>

     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>

               <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(24.1) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
            Powers of Attorney.</FONT></TD>
               </TR>
               </TABLE>
               <BR>


     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>

               <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(99.1) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
           IKON Office Solutions, Inc. Amended and Restated Executive Deferred Compensation Plan,
                           filed as Exhibit 10.43 to the Form 10-K filed on December 29, 2000, is incorporated
                           herein by reference.</FONT></TD>
               </TR>
               </TABLE>
               <BR>


     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>

               <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(99.2) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Amendment Number 2004-1, dated as of January 20, 2004, to the IKON Office Solutions,
                           Inc. Executive Deferred Compensation Plan, filed as Exhibit 10.2 to the Form 10-Q
                           filed on May 14, 2004, is incorporated herein by reference.</FONT></TD>
               </TR>
               </TABLE>
               <BR>



     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
               <TR VALIGN=TOP>

               <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(99.3) </FONT></TD>
               <TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
       IKON Office Solutions, Inc. Amended and Restated 1994 Deferred Compensation Plan,
                           filed as Exhibit 10.2 to the Form 10-K filed on December 29, 2000, is incorporated
                           herein by reference.</FONT></TD>
               </TR>
               </TABLE>
               <BR>



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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9. &nbsp;&nbsp;&nbsp;&nbsp;Undertakings. </FONT></H1>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company hereby undertakes: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement: </FONT></P>

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<HR SIZE=5 COLOR=GRAY NOSHADE>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          To include any prospectuses required by Section 10(a)(3) of the Securities Act; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          To reflect in the prospectuses 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 end 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 a 20% change in the maximum aggregate offering
          price set forth in the &#147;Calculation of Registration Fee&#148; table in the
          effective Registration Statement; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          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; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and 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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          That, for purposes of determining any liability under the Securities Act, 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. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          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. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company hereby undertakes that, for purposes of determining any liability
          under the Securities Act, each filing of the Company&#146;s annual report
          pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
          each filing of an employee benefit plan&#146;s annual report pursuant to Section
          15(d) of the Exchange Act) 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. </FONT></P>

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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Insofar as indemnification for liabilities arising under the Securities Act may
          be permitted to directors, officers and controlling persons of the Company
          pursuant to the foregoing provisions, or otherwise, the Company has been advised
          that in the opinion of the Commission such indemnification is against public
          policy as expressed in the Securities Act and is, therefore, unenforceable. In
          the event that a claim for indemnification against such liabilities (other than
          the payment by the Company of expenses incurred or paid by a director, officer
          or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue. </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>SIGNATURES </U></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The
Company</I>. Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 Malvern, Commonwealth of
Pennsylvania, on this 21st day of December, 2004. </FONT></P>

<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">

<TR VALIGN="TOP">
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR><BR><BR><BR><BR><BR>Date:&nbsp;&nbsp;    December 21, 2004</FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">IKON OFFICE SOLUTIONS, INC.<BR>
1994 Deferred Compensation Plan<BR><BR><BR><BR>
By:    &nbsp;&nbsp;&nbsp; <U>/s/ ROBERT F. WOODS</U>  <BR>
         &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Robert F. Woods)           <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:&nbsp;&nbsp;   Senior Vice President and     <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Financial Officer      <BR>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Principal Financial Officer) <BR>

</FONT></TD></TR>
</TABLE>
<BR><BR>
<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">

<TR VALIGN="TOP">
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR><BR><BR><BR><BR><BR>Date:&nbsp;&nbsp;    December 21, 2004</FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">IKON OFFICE SOLUTIONS, INC.<BR>
Executive Deferred Compensation Plan<BR><BR><BR><BR>
By:    &nbsp;&nbsp;&nbsp; <U>/s/ ROBERT F. WOODS</U>  <BR>
         &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Robert F. Woods)           <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:&nbsp;&nbsp;   Senior Vice President and     <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Financial Officer      <BR>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Principal Financial Officer) <BR>

</FONT></TD></TR>
</TABLE>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated. </FONT></P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=700>


<TR VALIGN=Bottom>
<TD WIDTH=5%>&nbsp;</TD>
 <TD WIDTH=35% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>Signature</B></U></FONT></TD>
<TD WIDTH=3%>&nbsp;</TD>
     <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Title</U></B></FONT></TD>
<TD WIDTH=22% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Date</U></B></FONT></TD>

     </TR>



<TR>
<TD>&nbsp;</TD>
     <TD><HR NOSHADE COLOR=Black SIZE=1></TD>
<TH>&nbsp;</TH>
<TD COLSPAN=2><HR NOSHADE COLOR=Black SIZE=1>
</TD>
</TR>

<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ MATTHEW J. ESPE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Matthew J. Espe)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chairman, President and Chief Executive<BR>
Officer (Principal Executive Officer)<BR><BR></FONT></TD>
     <TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>

<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ ROBERT F. WOODS&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Robert F. Woods)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Senior Vice President and Chief Financial<BR>
Officer (Principal Financial Officer)<BR><BR></FONT></TD>
     <TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>

<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ THEODORE E. STRAND&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Theodore E. Strand)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Vice President and Controller (Principal<BR>
Accounting Officer)<BR><BR></FONT></TD>
     <TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>


</TABLE>



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<TR VALIGN=Bottom>
<TH WIDTH=6%>&nbsp;</TH>
 <TH WIDTH=35% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TH>
<TH WIDTH=3%>&nbsp;</TH>
     <TH WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TH>
<TH WIDTH=22% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TH>

     </TR>


<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ JUDITH M. BELL&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Judith M. Bell)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD>
</TR>
<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ PHILIP E. CUSHING&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Philip E. Cushing)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>



<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ THOMAS R. GIBSON&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Thomas R. Gibson)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>

<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ RICHARD A. JALKUT&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Richard A. Jalkut)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>
<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ ARTHUR E. JOHNSON&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Arthur E. Johnson)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>

<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ KURT M. LANDGRAF&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Kurt M. Landgraf)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>

<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ GERALD LUTERMAN&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Gerald Luterman)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>

<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;/s/ WILLIAM E. MCCRACKEN&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(William E. McCracken)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>

<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ WILLIAM L. MEDDAUGH&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(William L. Meddaugh)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>



<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ ANTHONY P. TERRACCIANO&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Anthony P. Terracciano)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>

<TR VALIGN=Bottom>
<TD>&nbsp;</TD>
     <TD ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ MARILYN WARE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Marilyn Ware)<BR><BR></B></FONT></TD>
<TD>&nbsp;</TD>
     <TD ALIGN=LEFT VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Director<BR><BR></FONT></TD>
<TD ALIGN=LEFT  VALIGN=TOP><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004<BR><BR><BR></FONT></TD></TR>

</TABLE>





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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*By
his signature set forth below, Don H. Liu, pursuant to duly executed Powers of Attorney
duly filed with the Securities and Exchange Commission, has signed this Registration
Statement on behalf of the persons whose signatures are printed above, in the capacities
set forth opposite their respective names. </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=700>


<TR VALIGN=Bottom>
<TD WIDTH=6%>&nbsp;</TD>
 <TD WIDTH=35% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ DON H. LIU&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<B>(Don H. Liu)</B><BR><BR></FONT></TD>
<TD WIDTH=3%>&nbsp;</TD>
     <TD WIDTH=35% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=22% VALIGN=TOP ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>December 21, 2004</FONT></TD>

     </TR>





</TABLE>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The
Plans</I>. Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Plans) have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in Malvern,
Pennsylvania, on the 21st day of December 2004. </FONT></P>

<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">

<TR VALIGN="TOP">
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">IKON OFFICE SOLUTIONS, INC.<BR>
1994 Deferred Compensation Plan<BR><BR><BR><BR>
By:    &nbsp;&nbsp;&nbsp; <U>/s/ WALTER J. HOPE, JR.</U>  <BR>
         &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Walter J. Hope, Jr.           <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Plan Administrator

</FONT></TD></TR>
</TABLE>
<BR><BR>
<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">

<TR VALIGN="TOP">
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">IKON OFFICE SOLUTIONS, INC.<BR>
Executive Deferred Compensation Plan<BR><BR><BR><BR>
By:    &nbsp;&nbsp;&nbsp; <U>/s/ WALTER J. HOPE, JR.</U>  <BR>
         &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Walter J. Hope, Jr.     <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  &nbsp;&nbsp;&nbsp;&nbsp;Plan Administrator

</FONT></TD></TR>
</TABLE>


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</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "forms-8.htm", "secsgml_size_bytes": 74204}]
{"company-data": {"conformed-name": "IKON OFFICE SOLUTIONS INC", "cik": "0000003370", "assigned-sic": "5045", "irs-number": "230334400", "state-of-incorporation": "OH", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121497", "film-number": "041217403"}, "business-address": {"street1": "PO BOX 834", "city": "VALLEY FORGE", "state": "PA", "zip": "19482", "phone": "6102968000"}, "mail-address": {"street1": "PO BOX 834", "city": "VALLEY FORGE", "state": "PA", "zip": "19482"}, "former-company": [{"former-conformed-name": "ALCO STANDARD CORP", "date-changed": "19920703"}, {"former-conformed-name": "ALCO CHEMICAL CORP", "date-changed": "19680218"}]}
As
filed with the Securities and Exchange Commission on December 21, 2004
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities
Act of 1933
IKON OFFICE SOLUTIONS,
INC.
(Exact name of
Registrant as specified in its charter)
OHIO
(State or other jurisdiction of
incorporation or organization)
23-0334400
(I.R.S. Employer Identification No.)
_______________________________
70 Valley Stream Parkway
Malvern, PA 19355
(Address of Principal
Executive Offices) (Zip Code)
_______________________________
IKON OFFICE SOLUTIONS, INC. AMENDED AND RESTATED
1994 DEFERRED COMPENSATION PLAN
IKON OFFICE SOLUTIONS, INC. AMENDED AND RESTATED
EXECUTIVE DEFERRED COMPENSATION PLAN
_______________________________
Don H. Liu
Senior Vice President, General Counsel and Secretary
IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
(Name and address of agent for service)
(610) 296-8000
(Telephone number, including area code, of agent for service)
_______________________________
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered
Proposed Maximuim
Offering price per
unit*
Proposed Maximum
Aggregate offering
price
Amount of
registration fee
1994 Deferred Compensation Plan Obligations
$26,000,000(1)(2)
100%
$26,000,000.00
$3,060.20
Executive Deferred Compensation Plan Obligations
4,000,000(1)(2)
100%
$4,000,000.00
$470.80
Common stock, without par value(3)
500,000
$11.01(2)
$5,505,000.00
$647.94
(1)
The obligations under the IKON Office Solutions, Inc. Amended and Restated 1994
Deferred Compensation Plan and the IKON Office Solutions, Inc. Amended and Restated
Executive Deferred Compensation Plan, as amended (collectively, the "Plans")
being registered are unsecured obligations of IKON Office Solutions, Inc. to pay deferred
compensation in the future in accordance with the terms of the Plans. The filing of this
Registration Statement shall not be construed as an admission by IKON Office Solutions,
Inc. that (a) any such obligations under either of the Plans are securities under the
Securities Act of 1933, as amended, (the "Securities Act") or (b) that such
obligations are required to be registered under the Securities Act.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(h) of the Securities Act.
(3)
Includes associated preferred share purchase rights.
(4)
Plus such indeterminable number of shares as may be issued to participants in
               the Plans in connection with stock splits or similar equity recapitalizations.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
Item 1.     Plan Information.
IKON Office
Solutions, Inc. (the "Company") is filing this registration statement on Form
S-8 (the "Registration Statement") in connection with registering (i) the
Company's deferred compensation plan obligations to pay deferred compensation in the
future in accordance with the terms of the IKON Office Solutions, Inc. Amended and
Restated 1994 Deferred Compensation Plan (the "1994 Deferred Compensation Plan")
(ii) the Company's executive deferred compensation plan obligations to pay deferred
compensation in the future in accordance with the terms of the IKON Office Solutions, Inc.
Amended and Restated Executive Deferred Compensation Plan, as amended (the "Executive
Deferred Compensation Plan" and, together with the 1994 Deferred Compensation Plan,
the "Plans"), and (iii) 500,000 shares of the Company's common stock,
without par value (the "Common Stock") available for future issuance under the
Executive Deferred Compensation Plan in accordance with the terms of the Executive
Deferred Compensation Plan.
Prospectuses
setting forth the information required by Part I of Form S-8 with respect to each Plan
will be sent or given to participants under each of the Plans as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act.
Such
documents are not being filed with the Commission, but each constitutes (along with the
documents incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933 (the "Securities Act").
Item 2.     Registrant
Information and Employee Plan Annual Information.
The
documents incorporated by reference in Item 3 of Part II of this Form S-8 are also
incorporated by reference in the Section 10(a) prospectuses relating to this Registration
Statement. The foregoing documents and all other documents required to be delivered
pursuant to Rule 428(b) promulgated under the Securities Act are available without charge,
upon written or oral request, to IKON Office Solutions, Inc., Attn: Law Department, 70
Valley Stream Parkway, Malvern, PA 19355, telephone number: (610) 296-8000.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.     Incorporation of Documents
by Reference.
The
following documents filed by the Company with the Commission are incorporated by reference
in this Registration Statement:
(a)       
          The Company's annual report on Form 10-K for the fiscal year ended
          September 30, 2004;
(b)       
          The Company's quarterly reports on Form 10-Q for the quarters ended on
          December 31, 2003, March 31, 2004 and June 30, 2004;
(c)       
          Description of the Company's preferred share purchase rights contained in
          the Company's registration statement on Form 8-A filed under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), on July 20,
          1995 (File No. 001-05964), including any amendment, statement or report filed
          updating such description; and
(d)       
          Description of the Company's common stock contained in the Company's
          Registration Statement on Form 8-A filed under the Exchange Act on July 20, 1995
          (File No. 001-05964), including any amendment, statement or report filed
          updating such description.
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment indicating
that all securities offered hereby 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 thereof from the date of filing of such documents.
Item 4.     Description of
Securities.
Summaries
of the deferred compensation obligations to be issued by the Company pursuant to the Plans
are included below. Each of these summaries is qualified in its entirety by reference to
the terms of the Plans filed as exhibits to this Registration Statement.
(a)
Obligations Under the 1994 Deferred Compensation Plan
:
The
1994 Deferred Compensation Plan is a nonqualified deferred compensation plan for eligible
employees of the Company. Under the 1994 Deferred Compensation Plan, eligible employees
may defer a portion of their salary, bonus payments, commissions and incentive
compensation, but specifically excluding Company contributions under the Company's
Retirement Savings Plan and any fringe benefits.
The
deferred compensation obligations to be issued by the Company under the 1994 Deferred
Compensation Plan (the "1994 DCP Obligations") will be unsecured general
obligations of the Company to pay deferred compensation in the future in accordance with
the terms of the 1994 Deferred Compensation Plan, and will rank pari passu with all of the
Company's obligations to its other unsecured creditors that may be outstanding from
time to time. Therefore, the 1994 DCP Obligations are subject to the risks of the
Company's insolvency.
Prior
to the beginning of a calendar year during the term of the 1994 Deferred Compensation
Plan, a new participant may irrevocably elect to defer a portion of his or her
compensation for each of the next five years (or, if less, for each year while the
participant is an active employee of the Company). The amount of the deferral for each
year may vary, subject to the minimum and maximum limitations specified in the 1994
Deferred Compensation Plan. After the participant has participated in the 1994 Deferred
Compensation Plan for five years, he or she will be given the opportunity, prior to the
beginning of each year thereafter, to elect to defer a portion of his or her compensation
for the next year (or, if less, until the participant ceases to be an active employee of
the Company).
The
amount of compensation (stated as a dollar amount or as a percentage in the case of
deferrals from a participant's annual bonus) to be deferred for the first year shall
be designated in the participant's Participation Agreement, subject to the minimum
and maximum limitations set forth in the 1994 Deferred Compensation Plan. For each of the
next four years after a participant's initial deferral election (or, if less, for
each year while the participant is an active employee of the Company), the participant
will be given the opportunity, prior to the beginning of each year, to elect the amount of
compensation to be deferred, subject to the minimum and maximum limitations set forth in
the 1994 Deferred Compensation Plan. For each year, the amount of a participant's
deferrals from salary may be no less than $3,000 and the aggregate amount of a
participant's compensation deferrals may be no more than $200,000. In the event that
a participant fails to specify the amount to be deferred in any year in which a deferral
is required, the participant shall be deemed to have elected to defer $3,000 of salary for
that year. The administrator of the 1994 Deferred Compensation Plan shall have the right
to waive the future deferral obligation for a participant who has suffered an
unforeseeable emergency, in accordance with the terms of the 1994 Deferred Compensation
Plan.
The
amounts to be deferred under the 1994 Deferred Compensation Plan will be deducted from the
participant's compensation otherwise payable by the Company in substantially equal
installments during the applicable deferral period in the case of deferrals from salary,
and in a lump sum in the case of deferrals from annual bonuses and other eligible
compensation. If a participant's employment with the Company terminates during the
deferral period, all deferrals will immediately cease.
Amounts
deferred by a participant under the 1994 Deferred Compensation Plan will be credited to an
account ("1994 DCP Account") established by the Company in the
participant's name. The value of a participant's 1994 DCP Account will be
determined in accordance with the 1994 Deferred Compensation Plan, based on elections made
by the participant. A participant may choose among a number of investment alternatives by
which his or her 1994 DCP Obligations may be measured. A participant may request a change
in his or her allocation among the various investment alternatives daily in accordance
with the terms of the 1994 Deferred Compensation Plan. The investment alternatives
available under the 1994 Deferred Compensation Plan may be changed or others added as
determined by the 1994 Deferred Compensation Plan administrator.
A
participant shall vest in the 1994 DCP Obligations owed to him or her under the 1994
Deferred Compensation Plan (i) on the fifth anniversary of the date of his or her initial
participation in the 1994 Deferred Compensation Plan, (ii) on the date of his or her
retirement from the Company at or after age 60, or (iii) on the date that he or she
attains age 65, whichever shall first occur, provided the participant has been a full-time
employee of the Company for the entire period.
Except
in cases where the participant's employment with the Company terminates or where the
participant dies or suffers a total disability (as defined in the 1994 Deferred
Compensation Plan) the 1994 DCP Obligations will be paid in ten annual payments in the
amounts specified in the 1994 Deferred Compensation Plan, commencing in the January
following the later of the participant's attaining age 60 or the participant's
retirement from the employ of the Company, unless the participant elects, in accordance
with the terms of the 1994 Deferred Compensation Plan, to defer payment of the 1994 DCP
Obligations until a later date or to receive his or her 1994 DCP Obligations benefits in
five or fifteen annual payments.
Each
participant whose employment with the Company terminates prior to vesting (other than on
account of the participant's death) shall be entitled to receive, in a lump sum
payment, an amount equal to the lesser of (i) the participant's deferrals to the date
of termination, without interest, or (ii) the value of the participant's 1994 DCP
Account as of the last day of the calendar month coincident with or next following the
date of death.
If
a participant suffers a total disability (as defined in the 1994 Deferred Compensation
Plan) while still employed by the Company, the participant shall be entitled to receive
the 1994 DCP Obligations owed to him or her commencing in the January following the year
in which he or she attains age 60. A participant who has incurred a total disability may
begin to receive the 1994 DCP Obligations before reaching age 60 if the committee
established to administer the 1994 Deferred Compensation Plan determines, upon application
by the participant, that the participant has a financial hardship that cannot reasonably
be relieved by use of other available resources.
If
a participant dies before receiving full payment of the 1994 DCP Obligations owed to him
or her, the participant's designated beneficiaries shall receive, in a lump sum
payment, the balance of the 1994 DCP Obligations, valued as of the end of the calendar
month in which the participant dies.
All
distributions of 1994 DCP Obligations from the participant's 1994 DCP Account will be
made in cash.
No
participant, beneficiary or heir shall have the right to sell, transfer, encumber, pledge,
assign or charge any payment due under the 1994 Deferred Compensation Plan other than with
respect to marital or family support disputes as provided under the 1994 Deferred
Compensation Plan.
The
Company's Board of Directors has the right to amend the 1994 Deferred Compensation
Plan at any time, except that no amendment shall have a material adverse effect on a
participant unless the participant consents. The Company's Board of Directors has the
right to terminate the 1994 Deferred Compensation Plan at any time, and the 1994 Deferred
Compensation Plan automatically terminates upon a "Change in Control," as
defined in the 1994 Deferred Compensation Plan. In the event of such termination, the
Company shall pay the participant the value equal to the participant's 1994 DCP
Account. The Company has the right to accelerate all future 1994 DCP Obligations to a
participant under the 1994 Deferred Compensation Plan, to be paid in a single lump sum or
in such other accelerated manner as the Company deems appropriate. In the event of such
acceleration, the amount of the 1994 DCP Obligations owed to the participant shall be
valued as of the end of the month following the Company's determination to accelerate
payments.
(b)
Obligations Under the Executive Deferred Compensation Plan
:
The
Executive Deferred Compensation Plan is a nonqualified deferred compensation plan for
eligible employees of the Company. Under the Executive Deferred Compensation Plan,
eligible employees may defer a portion of their salary, bonus payments, awards under any
performance plan, incentive agreement or arrangement, which includes the Company's
Common Stock or shares of the Company's Common Stock or cash payable pursuant to
awards under the Company's Long Term Incentive Compensation Plan, Stock Award Plan,
2000 Executive Incentive Plan or any other equity based incentive plan or arrangement
established by Company (collectively referred to as the "EDCP Eligible Equity
Plans"), but specifically excluding Company contributions under the Company's
Retirement Savings Plan and any fringe benefits.
The
deferred compensation obligations to be issued by the Company under the Executive Deferred
Compensation Plan (the "EDCP Obligations") will be unsecured general obligations
of the Company to pay deferred compensation in the future in accordance with the terms of
the Executive Deferred Compensation Plan, and will rank pari passu with all of the
Company's obligations to its other unsecured creditors that may be outstanding from
time to time. Therefore, the EDCP Obligations are subject to the risks of the
Company's insolvency.
The
value of the EDCP Obligations owed to each participant will be determined in accordance
with the Executive Deferred Compensation Plan, based on elections made by the participant.
Executive Deferred Compensation Plan participants deferring cash compensation or
reallocating deferred compensation pursuant to the terms of the Executive Deferred
Compensation Plan may choose among a number of investment alternatives by which his or her
EDCP Obligations may be measured, including an index that consists of the Company's
Common Stock. The investment alternatives may be changed or others added as determined by
the Executive Deferred Compensation Plan administrator. Participants may change their
investment alternative elections and, other than with respect to deferrals into the
Company's Common Stock index, may reallocate EDCP Obligations among the investment
alternatives in accordance with the terms of the Executive Deferred Compensation Plan.
EDCP Obligations arising from deferrals into the Company's Common Stock index may not
be reallocated.
The
Executive Deferred Compensation Plan administrator maintains accounts for each of the
participants for the purpose of recording the EDCP Obligations of the Company to pay
deferred compensation in accordance with the terms of the Executive Deferred Compensation
Plan in the future. There are three types of accounts: the Cash Account, the Index Account
and the Stock Account, each as defined below. The amount of cash compensation deferred by
a participant and measured by an investment alternative other than the Company's
Common Stock fund will be credited to the participant's cash deferral account
("Cash Account"). The value of the EDCP Obligations in a participant's Cash
Account will be adjusted daily to reflect the investment experience of the selected
investment alternatives. If the participant elects the Company's Common Stock fund as
an investment alternative, the portion of the amount deferred or reallocated to the
Company's Common Stock index will be credited to the participant's index account
("Index Account"). Amounts credited to the Index Account may not be reallocated
to any other investment alternative. In the case of an original deferral of compensation,
the amount of the EDCP Obligations allocated to the participant's Index Account will
be measured by a money market fund chosen by the Executive Deferred Compensation Plan
administrator until the last business day of the quarter in which the compensation is
payable. As of such date, the participant's Index Account will be credited with a
number stock units equal to the aggregate number of shares of the Company's Common
Stock having the same fair market value on such date as the value of the EDCP Obligations
measured by the money market fund, except that the value of any resulting fractional
shares will be measured in cash. During the time the EDCP Obligations are measured by the
money market fund, that portion of the participant's Index Account will be adjusted
daily to reflect the investment experience of the money market fund. In the case of a
reallocation of EDCP Obligations, the amount allocated to the participant's Index
Account will be equal to the aggregate number of shares of the Company's Common Stock
having the same fair market value on the date of the transaction as the value of the EDCP
Obligations being reallocated, except that the value of any resulting fractional shares
will be measured in cash. The amount of any shares of the Company's Common Stock
deferred from one of the EDCP Eligible Equity Plans will be credited to the
participant's stock account ("Stock Account") in stock units on a
one-for-one basis. The value of the EDCP Obligations in a participant's Stock Account
may not be reallocated to any other investment alternative.
Any
dividends or other distributions that would have been paid to a participant if his or her
EDCP Obligations had actually been invested in an investment alternative represented by
the investment election in which the participant's account is deemed invested will be
deemed reinvested in the applicable investment option.
All
distributions of EDCP Obligations from the participant's Cash Account shall be made
in cash. All distributions of EDCP Obligations from the participant's Index Account
and Stock Account shall be made in shares of the Company's Common Stock on a
one-for-one basis equal to the number of stock units credited to the account, with any
fractional shares being paid in cash. However, the participant may elect, subject to the
approval of the Executive Deferred Compensation Plan administrator, to receive the
distribution(s) from his or her Stock Account in cash.
Distributions
to participants must commence in accordance with their deferral election but no later than
the January following the year in which the participant attains age 60 or the January
following the year in which the participant retires or otherwise terminates employment
with the Company, whichever is later. Except in cases where the participant's
employment with the Company terminates or upon the participant's death, the amount of
the EDCP Obligations owed by the Company to a participant shall be valued as of December 1
of the Executive Deferred Compensation Plan year preceding the year specified in the
participant's Plan election form. The distribution of these EDCP Obligations shall be
paid to the participant in a lump sum within 60 days thereafter. Alternatively, if the
participant so elects, distribution of these EDCP Obligations may be made in substantially
equal annual installments over a period not to exceed ten years, beginning within 60 days
after December 1 of the year preceding the year specified in the participant's
Executive Deferred Compensation Plan election form.
If
a participant dies before receiving full payment of the EDCP Obligations owed to him or
her, the participant's designated beneficiaries shall receive the balance of the EDCP
Obligations, valued as of the end of the calendar month in which the participant dies.
Payment of the balance of the EDCP Obligation shall be made in a lump sum, as soon as
administratively practicable following the participant's date of death.
If
a participant's employment with the Company terminates after the participant attains
age 60, distributions of the EDCP Obligations owed to him or her will be made in
accordance with the participant's Executive Deferred Compensation Plan election form.
If a participant's employment with the Company terminates before the participant
attains age 60, the participant shall receive either (i) the cash and stock distribution
on the date of designation on the participant's election form or (ii) the balance of
the EDCP Obligations owed to the participant, to be paid in a lump sum payment in January
of the year following the participant's employment termination date if so designated
on the participant's Executive Deferred Compensation Plan election form. The amount
of the EDCP Obligations owed by the Company to the participant shall be determined as of
the end of the Executive Deferred Compensation Plan year in which the participant's
employment terminates.
The
Company has established an irrevocable grantor trust, commonly referred to as a
"rabbi trust," into which all deferrals of the Company's Common Stock from
the EDCP Eligible Equity Plans will be contributed. The trust assets are treated as assets
of the Company for tax purposes and are subject to the claims of the Company's
creditors in the event of insolvency. The Company has entered into a rabbi trust
arrangement with Wachovia Bank, N.A., as trustee.
No
participant, beneficiary or heir shall have the right to sell, transfer, encumber, pledge,
assign or charge any payment due under the Executive Deferred Compensation Plan other than
with respect to marital or family support disputes as provided under the Executive
Deferred Compensation Plan.
The
Company's Board of Directors has the right to amend the Executive Deferred
Compensation Plan at any time, except that no amendment shall have a material adverse
effect on a participant unless the participant consents. The Company's Board of
Directors has the right to terminate the Executive Deferred Compensation Plan at any time,
and the Executive Deferred Compensation Plan automatically terminates upon a "Change
in Control," as defined in the Executive Deferred Compensation Plan. In the event of
such termination, the Company shall make a lump sum distribution equal to the
participant's Cash Account, Index Account and Stock Account. The Company has the
right to accelerate all future EDCP Obligations to a participant under the Executive
Deferred Compensation Plan, to be paid in a single lump sum or in such other accelerated
manner as the Company deems appropriate. In the event of such acceleration, the amount of
the EDCP Obligations owed to the participant shall be valued as of the end of the month
following the Company's determination to accelerate payments.
Item 5.     Interests of
Named Experts and Counsel.
The
legality of the Plan Obligations and the shares of Common Stock offered hereby have been
passed upon for the Company by Don H. Liu, Senior Vice President, General Counsel and
Secretary of the Company. On December 17, 2004, Mr. Liu beneficially owned 50,483
 shares of
Common Stock of the Company and, under stock option plans of the Company, holds options to
purchase 375,200 shares of Common Stock. Mr. Liu is a participant under the Plan.
Item 6.     Indemnification
of Directors and Officers.
The Ohio
General Corporation Law (the "Ohio Law"), under which the Company is organized,
provides that the Company may indemnify persons who incur certain liabilities or expenses
by reason of such persons being or having been directors, officers or employees of the
Company or serving or having served in such capacities or similar capacities at the
Company's request for other corporations or entities. Pursuant to the Ohio Law, the
Company has adopted, as part of its Code of Regulations, provisions whereby the Company
shall indemnify such persons against such liabilities and expenses resulting from
suits or
other proceedings brought by third persons and against expenses resulting from suits or
other proceedings brought in the right of the Company. No indemnification against expenses
is to be made, however, in respect of claims brought in the right of the Company where: i)
such person is finally adjudged to be liable for negligence or misconduct in the
performance of a duty to the Company, unless specific court approval for such
indemnification is obtained; or ii) the only liability asserted against a director is
pursuant to Section 1701.95 of the Ohio Law (relating to unlawful loans, dividends or
distributions of assets).
As
permitted by law, the Company has purchased liability insurance policies covering its
directors and officers to provide protection where the law does not allow the Company to
indemnify a director or officer. The policies also provide coverage for indemnifiable
expenses, including expenses related to claims arising under the Employment Retirement
Income Security Act against a director or officer based upon an alleged breach of
fiduciary duty or other wrongful act with respect to an employee benefit plan.
Item 7.     Exemption from
Registration Claimed.
Not
Applicable.
Item 8.     Exhibits.
(4.1)
Amended and Restated Rights Agreement, dated as of July 18, 1997 between IKON Office
                           Solutions, Inc. and National City Bank, filed on July 18, 1997 as Exhibit 1 to IKON
                           Office Solutions, Inc.'s Report on Form 8-K, is incorporated herein by reference.
(5)
Opinion of Don H. Liu.
(23.1)
Consent of PricewaterhouseCoopers LLP.
(24.1)
Powers of Attorney.
(99.1)
IKON Office Solutions, Inc. Amended and Restated Executive Deferred Compensation Plan,
                           filed as Exhibit 10.43 to the Form 10-K filed on December 29, 2000, is incorporated
                           herein by reference.
(99.2)
Amendment Number 2004-1, dated as of January 20, 2004, to the IKON Office Solutions,
                           Inc. Executive Deferred Compensation Plan, filed as Exhibit 10.2 to the Form 10-Q
                           filed on May 14, 2004, is incorporated herein by reference.
(99.3)
IKON Office Solutions, Inc. Amended and Restated 1994 Deferred Compensation Plan,
                           filed as Exhibit 10.2 to the Form 10-K filed on December 29, 2000, is incorporated
                           herein by reference.
Item 9.     Undertakings.
(a)       
          The Company 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 prospectuses required by Section 10(a)(3) of the Securities Act;
(ii)       
          To reflect in the prospectuses 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 end 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 a 20% 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 Registration Statement is on Form S-3, Form
S-8 or Form F-3, and 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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2)       
          That, for purposes of determining any liability under the Securities Act, 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.
(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 Company hereby undertakes that, for purposes of determining any liability
          under the Securities Act, each filing of the Company's annual report
          pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
          each filing of an employee benefit plan's annual report pursuant to Section
          15(d) of the Exchange Act) 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.
(c)       
          Insofar as indemnification for liabilities arising under the Securities Act may
          be permitted to directors, officers and controlling persons of the Company
          pursuant to the foregoing provisions, or otherwise, the Company has been advised
          that in the opinion of the Commission such indemnification is against public
          policy as expressed in the Securities Act and is, therefore, unenforceable. In
          the event that a claim for indemnification against such liabilities (other than
          the payment by the Company of expenses incurred or paid by a director, officer
          or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue.
SIGNATURES
The
Company
. Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 Malvern, Commonwealth of
Pennsylvania, on this 21st day of December, 2004.
Date:      December 21, 2004
IKON OFFICE SOLUTIONS, INC.
1994 Deferred Compensation Plan
By:
/s/ ROBERT F. WOODS
(Robert F. Woods)
Title:     Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date:      December 21, 2004
IKON OFFICE SOLUTIONS, INC.
Executive Deferred Compensation Plan
By:
/s/ ROBERT F. WOODS
(Robert F. Woods)
Title:     Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ MATTHEW J. ESPE
(Matthew J. Espe)
Chairman, President and Chief Executive
Officer (Principal Executive Officer)
December 21, 2004
/s/ ROBERT F. WOODS
(Robert F. Woods)
Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
December 21, 2004
/s/ THEODORE E. STRAND
(Theodore E. Strand)
Vice President and Controller (Principal
Accounting Officer)
December 21, 2004
/s/ JUDITH M. BELL
(Judith M. Bell)
Director
December 21, 2004
/s/ PHILIP E. CUSHING
(Philip E. Cushing)
Director
December 21, 2004
/s/ THOMAS R. GIBSON
(Thomas R. Gibson)
Director
December 21, 2004
/s/ RICHARD A. JALKUT
(Richard A. Jalkut)
Director
December 21, 2004
/s/ ARTHUR E. JOHNSON
(Arthur E. Johnson)
Director
December 21, 2004
/s/ KURT M. LANDGRAF
(Kurt M. Landgraf)
Director
December 21, 2004
/s/ GERALD LUTERMAN
(Gerald Luterman)
Director
December 21, 2004
/s/ WILLIAM E. MCCRACKEN
(William E. McCracken)
Director
December 21, 2004
/s/ WILLIAM L. MEDDAUGH
(William L. Meddaugh)
Director
December 21, 2004
/s/ ANTHONY P. TERRACCIANO
(Anthony P. Terracciano)
Director
December 21, 2004
/s/ MARILYN WARE
(Marilyn Ware)
Director
December 21, 2004
*By
his signature set forth below, Don H. Liu, pursuant to duly executed Powers of Attorney
duly filed with the Securities and Exchange Commission, has signed this Registration
Statement on behalf of the persons whose signatures are printed above, in the capacities
set forth opposite their respective names.
/s/ DON H. LIU
(Don H. Liu)
December 21, 2004
The
Plans
. Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Plans) have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in Malvern,
Pennsylvania, on the 21st day of December 2004.
IKON OFFICE SOLUTIONS, INC.
1994 Deferred Compensation Plan
By:
/s/ WALTER J. HOPE, JR.
Walter J. Hope, Jr.
Plan Administrator
IKON OFFICE SOLUTIONS, INC.
Executive Deferred Compensation Plan
By:
/s/ WALTER J. HOPE, JR.
Walter J. Hope, Jr.
Plan Administrator