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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): NOVEMBER 7, 1997
DATA DOCUMENTS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 33-82700 47-0714942
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
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4205 SOUTH 96TH STREET, OMAHA, NEBRASKA 68127
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (402) 339-0900
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On November 7, 1997, the Registrant entered into Amendment No.
1 to the Agreement and Plan of Merger, dated as of September 10, 1997, by and
among Corporate Express, Inc. ("Corporate Express), IDD Acquisition Corp. and
the Registrant (the "Merger Agreement"), which amendment modified the Merger
Agreement to fix the Exchange Ratio (as defined in the Merger Agreement) to be
1.1 shares of Corporate Express common stock for each share of the Registrant's
common stock. A copy of the amendment to the Merger Agreement is attached as
Exhibit 2.2 to this Current Report on Form 8-K, and the forgoing summary is
qualified in its entirety by reference to such copy of the amendment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
The following exhibit is filed with this Current Report on
Form 8-K:
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Exhibit No. Description
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2.2 Amendment No. 1, dated as of November 7, 1997, to the Agreement and Plan of
Merger, dated as of September 10, 1997, by and among Corporate Express, Inc.,
IDD Acquisition Corp. and Data Documents Incorporated.
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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.
DATA DOCUMENTS INCORPORATED
Date: November 7, 1997 By: /s/ A. Robert Thomas
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A. Robert Thomas, Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.2 Agreement and Plan of Merger, dated as of September 10, 1997, by and among
Corporate Express, Inc., IDD Acquisition Corp. and Data Documents
Incorporated
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AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER
This Amendment No. 1, dated as of November 7, 1997 ("Amendment No. 1")
to the Agreement and Plan of Merger, dated as of September 10,1997 (the
"Agreement"), by and among Corporate Express, Inc., a Colorado corporation
("Parent"), IDD Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent ("Subsidiary"), and Data Documents Incorporated, a Delaware
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Parent, Subsidiary and the Company executed and delivered the
Agreement; and
WHEREAS, Parent, Subsidiary and the Company wish to amend certain terms
of the Agreement so as to fix the Exchange Ratio (as defined therein).
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein and in
the Agreement, the parties hereto, intending to be legally bound, agree as
follows:
SECTION 1. AMENDMENT TO SUBSECTIONS 3.1(a) AND (b). Subsections 3.1(a)
and (b) of the Agreement are hereby amended and restated as follows:
(a) each share of the Company's Common Stock, par value $.001
per share (the "Company Common Stock"), issued and outstanding
immediately prior to the Effective Time, except any Non-Converting
Shares (as defined in Section 3.1(c)), shall be converted into the
right to receive consideration (the "Merger Consideration") equal to
that number of shares of common stock, par value $.0002 per share, of
Parent ("Parent Common Stock"), which is determined by multiplying the
Exchange Ratio (as defined below) by the number of shares of Company
Common Stock held by such Company stockholder on the Closing Date (as
defined in Section 3.5). The "Exchange Ratio" shall equal 1.1 shares of
Parent Common Stock for each share of Company Common Stock outstanding
at the time of the Merger.
(b) The Parent Common Stock is listed on the Nasdaq
National Market ("Nasdaq").
SECTION 2. AMENDMENT TO SUBSECTION 7.6(b). Subsection 7.6(b) of the
Agreement is hereby amended by deleting the last sentence of that subsection
since it relates to prior Section 3.1(b)(i) of the Agreement.
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IN WITNESS WHEREOF, Parent, Subsidiary and the Company have caused this
Amendment No. 1 to the Agreement to be signed by their respective officers as of
the date first written above.
CORPORATE EXPRESS, INC.
By:___________________________________
Richard L. Millett, Jr.
Vice President, General Counsel
IDD ACQUISITION CORP.
By:___________________________________
Richard L. Millett, Jr.
Vice President, General Counsel
DATA DOCUMENTS INCORPORATED
By:____________________________________
Walter J. Kearns
President and Chief Executive Officer
