IMIS 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):
October 17, 2006
IRON
MOUNTAIN INCORPORATED
(Exact
Name of Registrant as Specified in Its Charter)
DELAWARE
(State
or
Other Jurisdiction of Incorporation)
|
1-13045
|
23-2588479
|
|
(Commission
File Number)
|
(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))
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
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
of
common stock that the Company shall have the authority to issue to 400,000,000.
The
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.
The
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.
Item
8.01. Other Events.
On
October 16, 2006, the Company issued, through private placement, $50,000,000
in
aggregate principal amount of its 8% Senior Subordinated Notes due 2018 and,
on
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,
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
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
4.1
and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
Number
|
Exhibit
Description
|
|
3.1
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation
of Iron
Mountain Incorporated
|
|
4.1
|
Fourth
Supplemental Indenture, dated as of October 16, 2006, by and among
Iron
Mountain Incorporated, the Guarantors named therein and The Bank
of New
York Trust Company, N.A., as
trustee
|
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:
October 17, 2006