As filed with the Securities and Exchange Commission on March 28, 2013

Registration No. 333-114398

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 2 to

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

IRON MOUNTAIN INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

745 Atlantic Avenue, Boston, Massachusetts 02111

(Address of Principal Executive Offices)  (Zip Code)

 

THE IRON MOUNTAIN COMPANIES 401(k) PLAN

(Full title of the plan)

 

William L. Meaney

President and Chief Executive Officer and Director

Iron Mountain Incorporated

745 Atlantic Avenue

Boston, Massachusetts 02111

(617) 535-4766

 (Name, address and telephone number, including area code, of agent for service)

 

Copy to:

 

William J. Curry, Esq.

Sullivan & Worcester LLP

One Post Office Square

Boston, Massachusetts 02109

(617) 338-2800

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

 

 

 

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8

 

This Post-Effective Amendment No. 2 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-114398) filed on April 12, 2004 by Iron Mountain Incorporated (the “Company”),  as previously amended by Post-Effective Amendment No. 1 filed on June 3, 2005 (together, the “Registration Statement”).   The Registration Statement registered 500,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and an indeterminate amount of interests (the “Interests”) that could be purchased by participants pursuant to The Iron Mountain Companies 401(k) Plan (the “Plan”).

 

In 2012, the Company amended the Plan such that participants were no longer able to make additional investments and were required to fully liquidate any existing investments in the Company’s Common Stock pursuant to the Plan.  This Post-Effective Amendment is being filed to deregister all 500,000 previously registered shares of Common Stock and Interests or such lesser portion that remain unsold or otherwise unissued as of the date of this Post-Effective Amendment and to terminate the effectiveness of the Registration Statement.

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boston, state of Massachusetts, on March 28, 2013.

 

	IRON MOUNTAIN INCORPORATED
	By:	/s/ Brian P. McKeon
		Brian P. McKeon
		Executive Vice President and Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ William L. Meaney		President and Chief Executive Officer and Director		March 28, 2013
William L. Meaney
/s/ Brian P. McKeon		Executive Vice President and Chief Financial Officer
Brian P. McKeon		(Principal Financial Officer and		March 28, 2013
		Principal Accounting Officer)
/s/ Ted R. Antenucci		Director		March 28, 2013
Ted R. Antenucci
/s/ Clarke H. Bailey		Director		March 28, 2013
Clarke H. Bailey
/s/ Kent P. Dauten		Director		March 28, 2013
Kent P. Dauten
/s/ Paul F. Deninger		Director		March 28, 2013
Paul F. Deninger
/s/ Per-Kristian Halvorsen		Director		March 28, 2013
Per-Kristian Halvorsen

 

/s/ Michael W. Lamach		Director		March 28, 2013
Michael W. Lamach
/s/ Arthur D. Little		Director		March 28, 2013
Arthur D. Little
/s/ Allan Z. Loren		Director		March 28, 2013
Allan Z. Loren

 

 

/s/ Vincent J. Ryan		Director		March 28, 2013
Vincent J. Ryan
/s/ Laurie A. Tucker		Director		March 28, 2013
Laurie A. Tucker
/s/ Alfred J. Verrecchia		Director		March 28, 2013
Alfred J. Verrecchia

 

Pursuant to the requirements of the Securities Act of 1933, the Retirement Plan Committee, as administrator of the Plan, has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, city of Boston, state of Massachusetts, on March 28, 2013.

 

 

	THE IRON MOUNTAIN COMPANIES 401(k) PLAN
		Retirement Plan Committee
		By:	/s/ John P. Lawrence
			John P. Lawrence
			Member, Retirement Plan Committee