Item
1.01. Entry into a Material Definitive Agreement.
Amendment to the Iron
Mountain Incorporated 2002 Stock Incentive Plan
At the annual
meeting of stockholders of Iron Mountain Incorporated (the “Company”) held on
June 5, 2008 (the “Annual Meeting”), the Company’s stockholders approved an
amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan (the “2002
Plan”) increasing the number of shares of common stock of the Company authorized
for issuance under the 2002 Plan to 20,028,815 and extending the termination
date thereunder from March 31, 2012 to March 31, 2018. The
amendment to the 2002 Plan is set forth in Exhibit 10.1 attached hereto and
incorporated by reference herein.
Item 2.03. Creation of a Direct
Financial Obligation.
On June 5, 2008,
the Company completed its offering of $300,000,000 in aggregate principal amount
of its 8% Senior Subordinated Notes due 2020 (the “Notes”) pursuant to, and
subject to the terms and conditions set forth in, an Underwriting Agreement,
dated as of June 2, 2008, among the Company, the Guarantors named therein, J.P.
Morgan Securities Inc., Lehman Brothers Inc., Barclays Capital Inc., Greenwich
Capital Markets, Inc., William Blair & Company, L.L.C., Morgan Stanley
& Co. Incorporated, Banc of America Securities LLC and Wells Fargo
Securities, LLC, as underwriters. The Notes were issued under a
Senior Subordinated Indenture, dated as of December 30, 2002, as supplemented by
the Seventh Supplemental Indenture (as so supplemented, the “Indenture”), dated
as of June 5, 2008, by and among the Company, the Guarantors named therein and
The Bank of New York Trust Company, N.A., as trustee (the “Supplemental
Indenture”). The description of the Notes in this report is
a summary and is qualified in its entirety by reference to the full
text of the Indenture and the form of note included therein, a copy of which was
filed as Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2002 and the Supplemental
Indenture attached hereto as Exhibit 4.1, both of which are
incorporated herein by reference.
The Company will
pay 8% interest per annum on the principal amount of the Notes, payable
semi-annually in arrears on June 15 and December 15 of each
year. Interest will accrue from June 5, 2008 and the first
interest payment date will be December 15, 2008. The Notes will mature on
June 15, 2020, unless earlier redeemed or repurchased.
The Notes are
guaranteed on a senior subordinated basis by substantially all of the Company’s
direct and indirect wholly owned domestic subsidiaries. The Notes and the
subsidiary guarantees rank behind all of the Company’s and its subsidiary
guarantors’ current and future senior indebtedness and equally with the
Company’s and its subsidiary guarantors’ current and future senior subordinated
indebtedness and trade payables.
The Company may,
at its option, redeem some or all of the Notes at any time prior to
June 15, 2013 at the make-whole price set forth in the Indenture and at any
time after June 15, 2013 at the prices set forth in the
Indenture. Prior to June 15, 2011, the Company may redeem a
portion of the outstanding Notes with the proceeds of certain equity offerings
as long as at least
$195.0 million
in aggregate principal amount of Notes remains outstanding immediately
afterwards. If the Company sells certain assets or experiences specific kinds of
changes in control, it must offer to repurchase the Notes at the prices set
forth in the Indenture.
The Indenture
provides for customary “events of default” which could cause, or permit, the
acceleration of the Notes. Those are similar to the events of default with
respect to the Company’s other publicly offered senior subordinated
notes. Under the terms of the Indenture the Company is also subject
to financial covenants and restrictions which are substantially similar to those
applicable to the Company’s other publicly offered senior subordinated
notes.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Amendment to the Iron
Mountain Incorporated 2006 Senior Executive Incentive
Program
At the Annual
Meeting, the Company’s stockholders approved an amendment to the Iron Mountain
Incorporated 2006 Senior Executive Incentive Program (the “2006 SEIP”) to modify
the definition of participant, increase the maximum compensation payable
thereunder and modify and re-approve the payment criteria
thereunder. The amendment to the 2006 SEIP is set forth in Exhibit
10.2 attached hereto and incorporated by reference herein.
The 2006 SEIP
applies solely to Mr. Brennan in his capacity as the Company’s Chief
Executive Officer. The maximum cash bonus available to Mr. Brennan thereunder is
the lesser of 1.25 times his base salary for the fiscal year or
$1,500,000. Performance goals under the 2006 SEIP are based on
achievement of established objectives relating to one or more of the following
business criteria: EBITDA (earnings before interest, taxes, depreciation and
amortization); OIBDA (operating income before depreciation and amortization);
Contribution (gross revenues less cost of sales (excluding depreciation and
amortization), and selling, general and administrative expenses); gross
revenues; growth rate; capital spending; return on invested capital; free cash
flow; operating income; attaining budget; and achievement of stated corporate
goals including, but not limited to acquisitions, alliances, joint ventures,
international development and internal expansion. The objectives may, for
example, be based on a percentage change or achievement of a stated objective.
Further, the objectives may be adjusted as necessary to reflect acquisitions.
One hundred percent of the annual 2006 SEIP limit may only be paid if all
established objectives are fully achieved. If the objectives are not fully
achieved, some lesser percentage of the annual limit, as determined in advance
by the Compensation Committee of the Company’s Board of Directors (the
“Compensation Committee”), may be paid.
Under the 2006
SEIP, the Compensation Committee has the right to reduce or eliminate, in its
discretion, any amount payable if certain additional criteria are not satisfied.
These criteria consist of the extent to which the objectives achieved satisfy
the Company’s short-term or long-term goals, the confidence of stockholders in
the Company, as evidenced in part by the Company’s stock price, the
effectiveness of the Company and the wellness of the Company as a whole, taking
into account, for example, labor relations and other similar
matters.
Item
8.01. Other Events.
Annual Meeting of
Stockholders
In addition to
the other matters disclosed herein, at the Annual Meeting, the Company’s
stockholders,
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elected
Clarke H. Bailey, Constantin R. Boden, Robert T. Brennan, Kent P. Dauten,
Michael Lamach, Arthur D. Little, Vincent J. Ryan, C. Richard Reese and
Laurie A. Tucker as members of the board of directors of the Company for
one-year terms expiring at the next Annual Meeting of Stockholders in
2009;
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approved an
amendment to the Iron Mountain Incorporated 2003 Senior Executive
Incentive Program (the “2003 SEIP”) to modify and re-approve the payment
criteria thereunder. The amendment to the 2003 SEIP is set forth in
Exhibit 10.3 attached hereto; and
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also
ratified the selection of Deloitte & Touche LLP as the Company’s
independent registered public accounting firm for the year ending in
2008.
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Notice of Redemption with
respect to the 8-1/4% Senior Subordinated Notes due 2011
On June 5, 2008
the Company delivered a notice of redemption to the trustee with respect to its
8-1/4% Senior Subordinated Notes due 2011 (the “8-1/4% Notes”). The
notice of redemption provided the trustee with notice that the Company intends
to redeem the remaining $71.8 million of aggregate principal amount of 8-1/4%
Notes outstanding. Upon mailing of the call notice by the trustee to
holders in accordance with the terms of the indenture under which the 8-1/4%
Notes were issued, the 8-1/4% Notes became irrevocably due and payable on July
7, 2008 (the “Redemption Date”) and at the redemption price set forth in the
call notice. The 8-1/4% Notes will be redeemed with the proceeds from
the sale of the Notes. On the Redemption Date, unless the Company
defaults in the payment of the redemption price, all rights of holders with
respect to the 8-1/4% Notes will terminate except for the right to receive
payment of the redemption price upon surrender for redemption.
The redemption of
the 8-1/4% Notes will be made only by means of the call notice mailed by the
trustee. This Current Report on Form 8-K does not constitute a notice
of redemption of the 8-1/4% Notes.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
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Number
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Exhibit
Description
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4.1
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Seventh
Supplemental Indenture, dated as of June 5, 2008, by and among Iron
Mountain Incorporated, the Guarantors named therein and The Bank of New
York Trust Company, N.A., as
trustee
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