Iron Mountain 8K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 23,
2007
IRON
MOUNTAIN INCORPORATED
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of incorporation)
|
1-13045
(Commission
File Number)
|
23-2588479
(IRS
Employer Identification No.)
|
745
Atlantic Avenue
Boston,
Massachusetts 02111
(Address
of principal executive offices, including zip code)
(617)
535-4766
(Registrant's
telephone number, including area code)
Check
the 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
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
On
March
15, 2007, Iron Mountain Nova Scotia Funding Company (“IM Nova Scotia”), a wholly
owned subsidiary of Iron Mountain Incorporated (the “Company”), issued, through
private placement, C$175,000,000 in aggregate principal amount of its 7-1/2%
CAD
Senior Subordinated Notes due 2017 (the “Notes”). The Notes are fully and
unconditionally guaranteed by the Company and certain of its wholly owned
subsidiaries. The Company intends to use the net proceeds of this transaction
to
repay a portion of amounts outstanding under the Company’s existing term loan
facility. The Notes were issued under a Senior Subordinated Indenture, dated
as
of December 30, 2002, by 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 Sixth Supplemental Indenture, dated as of March 15, 2007
(the “Supplemental Indenture”), by and among IM Nova Scotia, the Company and the
other guarantors named therein and the BONY Trust, as trustee. The Supplemental
Indenture is attached hereto as Exhibit 4.1 and incorporated herein by
reference.
The
Notes
were offered and sold only to qualified institutional buyers under Rule 144A
under the Securities Act of 1933, as amended, and to persons outside the
United
States pursuant to Regulation S under the Securities Act, including in Canada
to
accredited investors pursuant to National Instrument 45-106 - Prospectus
and
Registration Exemptions. The Notes have not been registered under the Securities
Act of 1933, as amended, or the Securities Act, or applicable securities
laws,
and until so registered, may not be offered or sold in the United States
except
pursuant to an exemption from the registration requirements of the Securities
Act and applicable state securities laws. The Notes are also exempt from
the
prospectus requirements of applicable Canadian securities laws and may not
be
resold in Canada except pursuant to a further exemption therefrom.
In
connection with the sale of the Notes, IM Nova Scotia, the Company and the
other
guarantors entered into a registration rights agreement, dated as of March
15,
2007, with the initial purchasers (the “Registration Rights Agreement”). Under
the Registration Rights Agreement, IM Nova Scotia, the Company and the other
guarantors agreed to (1) cause a registration statement relating to notes
to be
filed with the United States Securities and Exchange Commission (the
“Commission”) within 90 days after the date on which IM Nova Scotia, the Company
and the other guarantors issued the Notes, (2) use all commercially reasonable
efforts to cause such registration statement to be declared effective by
the
Commission on or prior to 180 days after the date on which IM Nova Scotia,
the
Company and the other guarantors issued the Notes, and (3) as soon as
practicable following the effectiveness of such registration statement, commence
an exchange offer through which the Company will exchange the Notes for freely
tradable notes. IM Nova Scotia, the Company and the other guarantors are
obligated to pay additional interest on the Notes if it does not satisfy
certain
of its obligations under the Registration Rights Agreement within the time
periods specified therein. The Registration Rights Agreement is attached
hereto
as Exhibit 4.2 and incorporated herein by reference.
This
Current Report on Form 8-K contains only a summary of certain provisions
of the
Supplemental Indenture and the Registration Rights Agreement. The summaries
do
not purport to be complete and are qualified in their entirety by reference
to
those documents. The Registration Rights Agreement contains
representations, warranties and other provisions that were made or agreed
to,
among other things, to provide the parties thereto with specified rights
and
obligations and to allocate risk among them. Accordingly, the Registration
Rights Agreement should not be relied upon as constituting a description
of the
state of affairs of any of the parties thereto or their affiliates at the
time
it was entered into or otherwise.
This
Current Report on Form 8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not constitute an
offer,
solicitation or sale in any jurisdiction in which such offering would be
unlawful.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
Number
|
Exhibit
Description
|
|
4.1
|
Sixth
Supplemental Indenture, dated as of March 15, 2007, by and among
Iron
Mountain Nova Scotia Funding Company, Iron Mountain Incorporated
and the
other guarantors named therein and The Bank of New York Trust Company,
N.A., as trustee.
|
|
4.2
|
Registration
Rights Agreement, dated as of March 15, 2007, between Iron Mountain
Nova
Scotia Funding Company, Iron Mountain Incorporated and the other
guarantors named therein and the Initial Purchasers named
therein.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
IRON
MOUNTAIN INCORPORATED
(Registrant)
By: /s/ Garry
B.
Watzke
Name:
Garry B. Watzke
Title: Senior
Vice President and General Counsel
|
Date:
March 23, 2007