AND EXCHANGE COMMISSION
to Section 13 or 15(d) of
Securities Exchange Act of 1934
report (Date of earliest event reported):
October 17, 2006
Name of Registrant as Specified in Its Charter)
Other Jurisdiction of Incorporation)
Employer Identification No.)
of Principal Executive Offices, Including Zip Code)
Telephone Number, Including Area Code)
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
October 16, 2006, the Iron Mountain Incorporated (the “Company”) filed a
Certificate of Amendment (the “Certificate of Amendment”) of its Amended and
Restated Certificate of Incorporation increasing the total number of shares
common stock that the Company shall have the authority to issue to 400,000,000.
increase of the total number of authorized shares of common stock of the Company
was approved by a majority of our shareholders on May 25, 2006.
effective date of the Certificate of Amendment was October 16, 2006. The
Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated
herein by reference.
8.01. Other Events.
October 16, 2006, the Company issued, through private placement, $50,000,000
aggregate principal amount of its 8% Senior Subordinated Notes due 2018 and,
October 17, 2006, the Company issued, through private placement, €30,000,000
in aggregate principal amount of its 6-3/4% Senior Subordinated Notes due 2018
(collectively, the “Notes”). The
Company intends to use the net proceeds of these transactions to pay down
existing debt and for general corporate purposes. The Notes were
issued under a Senior Subordinated Indenture, dated as of December 30, 2002,
and among the Company, the Guarantors named therein and The Bank of New York
Trust Company, N.A. (the “BONY Trust”), as trustee, as supplemented by the
Fourth Supplemental Indenture, dated as of October 16, 2006 (the “Supplemental
Indenture”), by and among the Company, the Guarantors named therein and the BONY
Trust, as trustee. The Supplemental Indenture is attached hereto as Exhibit
and incorporated herein by reference.
9.01. Financial Statements and Exhibits.
of Amendment of Amended and Restated Certificate of Incorporation
Supplemental Indenture, dated as of October 16, 2006, by and among
Mountain Incorporated, the Guarantors named therein and The Bank
York Trust Company, N.A., as
to the requirements of the Securities Exchange Act of 1934, the Registrant
duly caused this report to be signed on its behalf by the undersigned thereunto
Vice President and General Counsel
October 17, 2006