imis_8k.htm
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): December 10, 2008
IRON
MOUNTAIN INCORPORATED
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of incorporation)
|
1-13045
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23-2588479
|
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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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))
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Amendments
to Option Plans
On December 4, 2008, Iron Mountain
Incorporated (the “Company”) amended each of the Iron Mountain Incorporated 2002
Stock Incentive Plan, the Iron Mountain Incorporated 1997 Stock Option Plan, the
LiveVault Corporation 2001 Stock Incentive Plan and the Stratify, Inc. 1999
Stock Plan (each a “Plan” and, collectively, the “Plans”) to provide that any
unvested options and other awards granted under the respective Plan shall vest
immediately should an employee be terminated by the Company, or terminate his or
her own employment for Good Reason (as defined in each Plan), in connection with
a Vesting Change in Control (as defined in each Plan). The definition
of Good Reason includes a diminution in an employee’s total annual compensation,
a material diminution in the benefits an employee is eligible to receive and
certain relocations. The definition of Vesting Change In Control
includes (a) when any person or group becomes the beneficial owner, directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company’s then outstanding securities
entitled to vote generally in the election of directors; (b) a merger or
consolidation of the Company with any other third party, unless the Company’s
stockholders continue to own at least fifty percent (50%) of the total voting
power represented by the voting securities of the entity surviving such merger
or consolidation, (c) the sale or disposition of the Company of all or
substantially all of the Company’s assets, and (d) certain changes in the Board
of Directors of the Company. Copies of the amendments are filed
herewith as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by
reference.
Change in
Control Agreements
On December 10, 2008, the Company
entered into Change in Control Agreements with each of Robert T. Brennan and
Brian P. McKeon (each an “Officer”) in order to provide an additional element of
the definition of “Good Reason” that could result in an acceleration of such
Officer’s options if he were to terminate his employment following a Vesting
Change in Control. That additional element is a material diminution
in the responsibilities or title of such Officer’s position with the Company
and/or the assignment to such Officer of duties and responsibilities that are
generally inconsistent with the Officer’s position with the Company immediately
prior to the Change in Control. Copies of the agreements are filed
herewith as Exhibits 10.5 and 10.6 and are incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Exhibit
Description
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10.1
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Fourth
Amendment to Iron Mountain
Incorporated 2002 Stock Incentive Plan dated December 4, 2008
(filed herewith).
|
|
|
|
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10.2
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Amendment
to Iron Mountain
Incorporated 1997 Stock Option Plan dated December 4, 2008 (filed
herewith).
|
|
|
|
|
10.3
|
Amendment
to LiveVault Corporation
2001 Stock Incentive Plan dated December 4, 2008 (filed
herewith).
|
|
|
|
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10.4
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Amendment
to Stratify, Inc. 1999 Stock
Plan dated December 4, 2008 (filed herewith).
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|
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10.5
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Change in
Control Agreement dated December 10, 2008 between the Company and Robert
T. Brennan (filed herewith).
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10.6
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Change in
Control Agreement dated December 10, 2008 between the Company and Brian P.
McKeon (filed
herewith).
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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 hereunto duly
authorized.
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IRON
MOUNTAIN INCORPORATED
(Registrant)
By: /s/ Ernest W.
Cloutier
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|
|
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Name: Ernest
W. Cloutier
Title: SVP
and General Counsel
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Date: December
10, 2008