<PAGE> 1
As filed with the Securities and Exchange Commission on August 8, 1995
Registration Statement No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
--------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
STAPLES, INC.
(Exact name of registrant as specified in its charter)
--------------------
<TABLE>
<S> <C>
DELAWARE 04-2896127
(State or other juris- (I.R.S. Employer
diction of incorpora- Identification No.)
tion or organization)
</TABLE>
100 PENNSYLVANIA AVENUE
P.O. BOX 9328
FRAMINGHAM, MASSACHUSETTS 01701-9328
(508) 370-8500
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
--------------------
PETER M. SCHWARZENBACH
VICE PRESIDENT AND
GENERAL COUNSEL
STAPLES, INC.
100 PENNSYLVANIA AVENUE
P.O. BOX 9328
FRAMINGHAM, MASSACHUSETTS 01701-9328
(508) 370-8500
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Patrick J. Rondeau, Esq.
HALE AND DORR
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |__|
<PAGE> 2
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registrations statement number of the earlier
effective registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |__|
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=============================================================================================
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Each Class to be Price Per Offering tration
of Securities to be Registered Registered Share(1) Price(1) Fee
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0006 par value.......... 132,048 $ 21.25 $2,806,020 $ 968
shares
=============================================================================================
<FN>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and based upon prices on the Nasdaq
National Market on August 3, 1995.
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
================================================================================
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED AUGUST 8, 1995
132,048 Shares
STAPLES, INC.
Common Stock
-----------------
The shares of common stock, $0.0006 par value per share (the
"Common Stock"), of Staples, Inc. ("Staples" or the "Company")
covered by this Prospectus are issued and outstanding shares which
may be offered and sold, from time to time, for the account of
certain stockholders of the Company (the "Selling Stockholders").
See "Selling Stockholders." The shares of Common Stock covered by
this Prospectus were issued to the Selling Stockholders in a
private placement made in connection with the acquisition of the
stock of Macauley's Business Resources, Inc. by Staples completed
on June 30, 1995. All of the shares offered hereunder are to be
sold by the Selling Stockholders. The Company will not receive any
of the proceeds from the sale of the shares by the Selling
Stockholders.
The Selling Stockholders may from time to time sell the shares
covered by this Prospectus on the Nasdaq National Market in
ordinary brokerage transactions, in negotiated transactions, or
otherwise, at market prices prevailing at the time of sale or at
negotiated prices. See "Plan of Distribution." The Common Stock
is traded on the Nasdaq National Market under the symbol SPLS.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
The date of this Prospectus is August , 1995.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the
Commission pursuant to the informational requirements of the Exchange
Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048, and at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials also may be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Common Stock of the Company is traded on the
Nasdaq National Market. Reports and other information concerning the
Company may be inspected at the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement
on Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all the information set forth
in the Registration Statement and the exhibits and schedules thereto, as
certain items are omitted in accordance with the rules and regulations
of the Commission. For further information pertaining to the Company
and the shares of Common Stock offered hereby, reference is made to such
Registration Statement and the exhibits and schedules thereto, which may
be inspected without charge at the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of which may be
obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 1995, as amended by Amendment No. 1 on Form 10-K/A;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended April 29, 1995; and
(3) The Company's Registration Statement on Form 8-A dated April
7, 1989 registering the Common Stock under Section 12(g) of the Exchange
Act.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof and prior to the termination of the offering of the Common
Stock registered hereby shall be deemed to be incorporated by reference
into this Prospectus and to be a
-2-
<PAGE> 5
part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the foregoing documents incorporated by reference
into this Prospectus (without exhibits to such documents other than
exhibits specifically incorporated by reference into such documents).
Requests for such copies should be directed to the Secretary of the
Company, 100 Pennsylvania Avenue, P.O. Box 9328, Framingham,
Massachusetts 01701-9328; telephone (508) 370-8500.
Except as otherwise noted, all information in this Prospectus
reflects the three-for-two splits of the Company's Common Stock effected
in the form of 50% stock dividends in December 1993, October 1994 and
July 1995.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL.
-3-
<PAGE> 6
THE COMPANY
Staples pioneered the office supplies superstore concept in 1986
and is a leading office supplies retailer with over 370 stores in North
America. These retail superstores serve small businesses and home
office customers by offering one-stop shopping for their office products
needs and by carrying a wide selection of products at prices
substantially below those customarily available from traditional
sources. Through recent acquisitions of contract stationers and
increased focus on Staples Direct, the Company's mail order delivery
business, Staples has expanded its customer base to include medium- and
large-size businesses. As a result, the Company is now positioned to
serve the needs of customers in all end-user segments of the office
products market.
Staples has experienced substantial growth since its inception in
1986. The Company's growth strategy is focused on three principal
business areas:
North American Superstores. The Company will seek to grow its core
business through new store expansion and through comparable store sales
growth. Staples operates three retail formats in North America:
Staples - The Office Superstore, Staples Express Superstore and The
Business Depot Superstore. During fiscal 1995, the Company plans to
open approximately 87 stores, and Staples expects to end fiscal 1995
with approximately 437 stores, including 64 stores in Canada and 16
Staples Express Superstores.
Contract and Commercial. In 1994, the Company established Staples
Contract and Commercial, the Company's delivery business unit, which
utilizes three different sales approaches to deliver office products to
small, medium and large companies. Staples Direct, the Company's mail
order business, primarily targets companies with less than 20 office
workers. Staples Business Advantage, which is comprised of several
regional contract stationers, targets medium to large companies,
typically with 20 to 100 office workers. Staples National Advantage,
the Company's national contract stationer, targets large companies
(greater than 100 office workers) with multiple locations around the
United States. The Company is expanding its contract and commercial
business both through internal growth and additional acquisitions of
regional contract stationers.
International. The Company believes that foreign markets may
provide additional growth opportunities for the latter part of the
1990s. Staples has approached foreign markets through joint ventures in
order to take advantage of local operating expertise and reduce the risk
associated with entering these new markets. Staples has joint ventures
in the United Kingdom and Germany. By the end of fiscal 1995, the
Company expects that its United Kingdom joint venture will be operating
30 stores and that its German joint venture will be operating 15 stores.
The Company's executive offices are located at 100 Pennsylvania
Avenue, P.O. Box 9328, Framingham, Massachusetts 01701-9328 (telephone:
(508) 370-8500). The Company was organized in November 1985. As used
in this Prospectus, the terms
-4-
<PAGE> 7
the "Company" and "Staples" refer to Staples, Inc., a Delaware
corporation, and its subsidiaries.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common
Stock by the Selling Stockholders.
THE ACQUISITION
Pursuant to a Stock Purchase Agreement dated May 11, 1995 (the
"Purchase Agreement") by and among Staples, Macauley's Business
Resources, Inc. ("MBRI") and the stockholders of MBRI, effective June
30, 1995, Staples acquired all of the outstanding shares of capital
stock of MBRI (the "Acquisition"). In consideration of the Acquisition,
the Company issued an aggregate of 389,430 shares of Common Stock to
the Selling Stockholders, including shares placed in escrow pursuant to
the terms of the Purchase Agreement, and has a contingent obligation
to issue additional shares of Common Stock to the Selling Stockholders
in accordance with a post-closing balance sheet adjustment.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus were issued
to the Selling Stockholders in connection with the acquisition of MBRI
by Staples. See "The Acquisition."
The following table sets forth the number of shares of Common Stock
beneficially owned by each of the Selling Stockholders as of July 30,
1995, the number of shares to be offered by each of the Selling
Stockholders pursuant to this Prospectus and the number of shares to be
beneficially owned by each of the Selling Stockholders if all of the
shares offered hereby are sold as described herein. Except as provided
below, the Selling Stockholders have not held any positions or offices
with, been employed by, or otherwise had a material relationship with,
the Company or any of its predecessors or affiliates since July 30, 1992
(other than as stockholders of MBRI prior to the Acquisition and as
stockholders of Staples subsequent to the Acquisition).
-5-
<PAGE> 8
<TABLE>
<CAPTION>
Number of Number of Number of
Shares of Shares of Shares of
Common Stock Common Common Stock
Name of Beneficially Stock Beneficially
Selling Owned as of Offered Owned After
Stockholder July 30, 1995(1) Hereby Offering(1)
----------- ---------------- --------- -------------
<S> <C> <C> <C>
John L. Macauley as
Trustee under Revocable
Living Trust Agreement
of John L. Macauley
dated 11/2/78, as
amended (2) 46,506 15,502 31,004
Marie Macauley as
Trustee under Revocable
Living Trust Agreement
of Marie Macauley
dated 11/2/78, as
amended (3) 23,085 7,691 15,394
Mark W. Macauley as
Trustee under Revocable
Living Trust Agreement
of Mark W. Macauley
dated 2/1/79, as
amended (4) 31,237 10,418 20,819
Maureen A. Macauley as
Trustee under Declaration
of Revocable Trust
Agreement of Maureen
A. Macauley dated
4/3/92, as amended (5) 31,237 10,418 20,819
Nancy J. Pett 17,674 5,892 11,820
Patricia M. Sophiea 17,674 5,892 11,820
Ann Robinson(6) 49,194 16,396 32,798
Bonnie L. Crooks(7) 49,194 16,396 32,798
William B. Martin 49,194 16,396 32,798
Jerome Silver 8,181 2,725 5,456
</TABLE>
-6-
<PAGE> 9
<TABLE>
<S> <C> <C> <C>
Macauley's, Inc.
Second Amended and
Restated Profit
Sharing/Retirement
Savings Plan 24,322 24,322 0
<FN>
-----------------
(1) Excludes shares placed in escrow pursuant to the terms of the
Purchase Agreement.
(2) John L. Macauley served as an executive officer and in various
other positions with MBRI until June of 1995. Excludes shares held by
Marie Macauley, Mr. Macauley's wife, with respect to which Mr. Macauley
disclaims beneficial ownership.
(3) Excludes shares held by John L. Macauley, Ms. Macauley's husband,
with respect to which Ms. Macauley disclaims beneficial ownership.
(4) Mark W. Macauley served as an executive officer and in various
other positions with MBRI until June 1995.
(5) Maureen A. Macauley served as an executive officer and in various
other positions with MBRI until June 1995.
(6) Ann Robinson served as an executive officer and in various other
positions of MBRI until June 1995.
(7) Bonnie L. Crooks served as an executive officer and in various
positions of MBRI until June 1995.
</TABLE>
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from
time to time by the Selling Stockholders. The Selling Stockholders will
act independently of the Company in making decisions with respect to the
timing, manner and size of each sale. Such sales may be made in the
over-the-counter market or otherwise, at prices related to the then
current market price or in negotiated transactions, including pursuant
to an underwritten offering or one or more of the following methods:
(a) purchases by the broker-dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (b)
ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and (c) block trades in which the broker-dealer so
engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction. The Company has been advised by the Selling Stockholders
that they have not made any arrangements relating to
-7-
<PAGE> 10
the distribution of the shares covered by this Prospectus. In
effecting sales, broker-dealers engaged by the Selling Stockholders
may arrange for other broker-dealers to participate. Broker-dealers
will receive commissions or discounts from the Selling Stockholders in
amounts to be negotiated immediately prior to the sale. The Purchase
Agreement provides that the Company will indemnify the Selling
Stockholders against certain liabilities, including liabilities under
the Securities Act.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating
broker-dealers who execute sales for the Selling Stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales, and any profits realized by the Selling
Stockholders and the compensation of such broker-dealer may be deemed to
be underwriting discounts and commissions. In addition, any shares
covered by this Prospectus which qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this Prospectus.
None of the shares covered by this Prospectus presently qualify for sale
pursuant to Rule 144.
The Company has advised the Selling Stockholders that during such
time as they may be engaged in a distribution of Common Stock included
herein they are required to comply with Rules 10b-6 and 10b-7 under the
Exchange Act (as those Rules are described in more detail below) and, in
connection therewith, that they may not engage in any stabilization
activity in connection with Staples securities, are required to furnish
to each broker-dealer through which Common Stock included herein may be
offered copies of this Prospectus, and may not bid for or purchase any
securities of the Company or attempt to induce any person to purchase
any Staples securities except as permitted under the Exchange Act. The
Selling Stockholders have agreed to inform the Company when the
distribution of the shares is completed.
Rule 10b-6 under the Exchange Act prohibits, with certain
exceptions, participants in a distribution from bidding for or
purchasing, for an account in which the participant has a beneficial
interest, any of the securities that are the subject of the
distribution. Rule 10b-7 governs bids and purchases made in order to
stabilize the price of a security in connection with a distribution of
the security.
This offering will terminate on the earlier of (a) June 30, 1997 or
(b) the date on which all shares offered hereby have been sold by the
Selling Stockholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Hale and Dorr, Boston, Massachusetts.
-8-
<PAGE> 11
EXPERTS
The consolidated financial statements of Staples at January 28,
1995 and January 29, 1994, and for each of the three years in the period
ended January 28, 1995, incorporated by reference in Staples' Annual
Report on Form 10-K for the year ended January 28, 1995, as amended by
Amendment No. 1 on Form 10-K/A, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference.
The balance sheet of National Office Supply Company, Inc. as of
June 30, 1992, and the related statements of earnings and retained
earnings and cash flows for the year then ended, incorporated by
reference in Staples' Annual Report on Form 10-K for the period ended
January 28, 1995, as amended by Amendment No. 1 on Form 10-K/A, have
been audited by KPMG Peat Marwick LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein
by reference.
The financial statements referred to above are incorporated by
reference in reliance upon such reports given upon the authority of such
firms as experts in accounting and auditing.
-9-
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<CAPTION>
NATURE OF EXPENSE
-----------------
<S> <C>
SEC Registration Fee........................................... $ 968
Legal (including Blue Sky) and Accounting Fees and Expenses.... 10,000
Miscellaneous.................................................. 4,032
---------
TOTAL $ 15,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director,
officer, employee or agent of the corporation and certain other persons
serving at the request of the corporation in related capacities against
amounts paid and expenses incurred in connection with an action or
proceeding to which he is or is threatened to be made a party by reason
of such position, if such person shall have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such
person had no reasonable cause to believe his conduct was unlawful,
provided that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court
determines that such indemnification is proper under the circumstances.
The Company's Certificate of Incorporation provides that the Company
shall indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law.
The Company's Certificate of Incorporation also provides that no
director shall be liable to the Company or its stockholders for monetary
damages for breach of his fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction in which the director derived an improper
personal benefit.
The By-laws of the Company contain provisions to the effect that
each director, officer and employee of the Company shall be indemnified
by the Company against liabilities and expenses in connection with any
legal proceedings to which he may be made a party or with which he may
become involved or threatened by reason of having been an officer,
director or employee of the Company or of any other organization at the
request of the Company. The provisions include indemnification with
respect to matters covered by a settlement. Any such
II-1
<PAGE> 13
indemnification shall be made only if the Board determines by a majority
vote of a quorum consisting of disinterested directors (or, if such
quorum is not obtainable, or if the Board of Directors directs, by
independent legal counsel) or by stockholders, that indemnification is
proper in the circumstances because the person seeking indemnification
has met the applicable standards of conduct. It must be determined that
the director, officer or employee acted in good faith with the
reasonable belief that his action was in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, that he had no reasonable cause to believe his conduct was
unlawful.
The Company has a directors and officers liability policy that
insures the Company's officers and directors against certain
liabilities.
<TABLE>
ITEM 16. EXHIBITS.
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ----
<S> <C> <C> <C>
4.1 -- Restated Certificate of Incorporation of the
Company, as amended..................................... *
4.2 -- Amended and Restated By-laws of the Company............. **
5.1 -- Opinion of Hale and Dorr................................
23.1 -- Consent of Ernst & Young LLP (appears on page II-6).....
23.2 -- Consent of KPMG Peat Marwick LLP (appears on page II-7).
23.3 -- Consent of Hale and Dorr (included in Exhibit 5.1)......
24.1 -- Power of Attorney (appears on Page II-4)................
---------------
<FN>
* Incorporated by reference from Exhibit 4.1 to Registration Statement
on Form S-3 (File No. 33-82360).
** Incorporated by reference from Exhibit 3.1 of the Quarterly Report
on Form 10-Q for the quarterly period ended July 31, 1993.
</TABLE>
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
II-2
<PAGE> 14
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the indemnification provisions
described herein, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person
of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Framingham,
Commonwealth of Massachusetts on the 8th day of August, 1995.
STAPLES, INC.
By: /s/ Thomas G. Stemberg
------------------------
THOMAS G. STEMBERG
Chairman of the Board of
Directors and Chief
Executive Officer
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Thomas G. Stemberg, Peter M. Schwarzenbach, Mark G. Borden and Patrick
J. Rondeau, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution in each of
them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 of Staples, Inc.
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 8th day of August, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Thomas G. Stemberg Chairman of the Board of
------------------------------- Directors and Chief Executive Officer
THOMAS G. STEMBERG (Principal Executive Officer)
</TABLE>
II-4
<PAGE> 16
<TABLE>
<S> <C>
/s/ John B. Wilson Executive Vice President --
-------------------------- Finance and Strategy and
JOHN B. WILSON Chief Financial Officer
(Principal Financial Officer)
/s/ James Flavin Senior Vice President --
-------------------------- Finance (Principal
JAMES FLAVIN Accounting Officer)
/s/ Mary Elizabeth Burton Director
--------------------------
MARY ELIZABETH BURTON
/s/ W. Lawrence Heisey Director
---------------------------
W. LAWRENCE HEISEY
/s/ Leo Kahn Director
----------------------------
LEO KAHN
/s/ David G. Lubrano Director
-----------------------------
DAVID G. LUBRANO
/s/ Rowland T. Moriarty Director
-----------------------------
ROWLAND T. MORIARTY
/s/ Robert C. Nakasone Director
-----------------------------
ROBERT C. NAKASONE
/s/ W. Mitt Romney Director
-----------------------------
W. MITT ROMNEY
/s/ Martin Trust Director
-----------------------------
MARTIN TRUST
/s/ Paul F. Walsh Director
-----------------------------
PAUL F. WALSH
</TABLE>
II-5
<PAGE> 17
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and related Prospectus of
Staples, Inc. for the registration of 132,048 shares of common stock and
to the incorporation by reference therein of our report dated February
28, 1995, with respect to the consolidated financial statements and
schedules of Staples, Inc. included in its Annual Report on Form 10-K
for the year ended January 28, 1995, as amended by Amendment No. 1 on
Form 10-K/A, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
August 7, 1995
II-6
<PAGE> 18
Independent Auditors Consent
----------------------------
The Board of Directors
National Office Supply Company, Inc.
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and related prospectus of
Staples, Inc. and subsidiaries dated August 8, 1995 and to the
incorporation by reference therein of our report dated August 31, 1992,
except as to the last paragraph of note 3, which is as of September 25,
1992, relating to the balance sheet of National Office Supply Company,
Inc., as of June 30, 1992 and the related statements of earnings and
retained earnings and cash flows for the year then ended (not presented
separately herein) and to the consolidated financial statements of
Staples, Inc. and subsidiaries included in its Annual Report on Form
10-K for the year ended January 28, 1995, as amended by Form 10-K/A.
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
August 7, 1995
II-8
<PAGE> 19
<TABLE>
Exhibit Index
-------------
<CAPTION>
Exhibit Description of Exhibit Page
------- ---------------------- ----
<S> <C> <C> <C>
4.1 -- Restated Certificate of Incorporation of the
Company, as amended..................................... *
4.2 -- Amended and Restated By-laws of the Company............. **
5.1 -- Opinion of Hale and Dorr................................
23.1 -- Consent of Ernst & Young LLP (appears on page II-6).....
23.2 -- Consent of KPMG Peat Marwick LLP (appears on page II-7).
23.3 -- Consent of Hale and Dorr (included in Exhibit 5.1)......
24.1 -- Power of Attorney (appears on Page II-4)................
<FN>
---------------
* Incorporated by reference from Exhibit 4.1 to Registration Statement
on Form S-3 (File No. 33-82360).
** Incorporated by reference from Exhibit 3.1 of the Quarterly Report
on Form 10-Q for the quarterly period ended July 31, 1993.
</TABLE>
II-8
<PAGE> 1
Exhibit 5.1
Hale and Dorr
60 State Street
Boston, MA 02109
(617) 526-6000
August 8, 1995
Staples, Inc.
100 Pennsylvania Avenue
P.O. Box 9328
Framingham, MA 01701-9328
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement
on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
relating to the registration of 132,048 shares of common stock, $0.0006
par value per share (the "Shares"), of Staples, Inc., a Delaware
corporation (the "Company"), held by certain selling stockholders of the
Company.
We have examined the Certificate of Incorporation and By-Laws of
the Company and all amendments thereto and have examined and relied on
the originals, or copies certified to our satisfaction, of such records
of meetings, written actions in lieu of meetings, or resolutions adopted
at meetings, of the directors of the Company and such other documents
and instruments as in our judgment are necessary or appropriate to
enable us to render the opinions expressed below.
In our examination of the foregoing documents, we have assumed (i)
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, (ii) the conformity to the originals of
all documents submitted to us as certified or photostatic copies, and
(iii) the authenticity of the originals of the latter documents.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly and validly authorized and issued and are
fully paid and non-assessable.
We hereby consent to the use of our name in the Registration
Statement and in the related Prospectus under the caption "Legal
Matters" and to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
