<PAGE> 1
As filed with the Securities and Exchange Commission on October 25, 1995
Registration Statement No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
----------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STAPLES, INC.
(Exact name of registrant as specified in its charter)
----------------------
DELAWARE 04-2896127
(State or other juris- (I.R.S. Employer
diction of incorpora- Identification No.)
tion or organization)
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. |__|
CALCULATION OF REGISTRATION FEE
<TABLE>
<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.... | 307,093 | $27.625 | $8,483,444 | $2,926 |
| | 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 October 23, 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 OCTOBER 25, 1995
307,093 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 a certain stockholder of the Company (the
"Selling Stockholder"). See "Selling Stockholder." The shares of Common Stock
covered by this Prospectus were issued to the Selling Stockholder in a private
placement made in connection with the acquisition of substantially all of the
assets of D.A. MacIsaac, Inc. by Staples completed on August 12, 1994. All of
the shares offered hereunder are to be sold by the Selling Stockholder. The
Company will not receive any of the proceeds from the sale of the shares by the
Selling Stockholder.
The Selling Stockholder 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 _____ __, 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 July 29, 1995;
(3) The Company's Current Report on Form 8-K dated September 12,
1995; and
(4) 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.
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<PAGE> 5
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 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.
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<PAGE> 6
THE COMPANY
Staples pioneered the office supplies superstore concept in 1986 and is
a leading office supplies distributor with approximately 400 retail superstores
in North America, as well as a direct mail delivery business and contract
stationer operations. The Company's retail superstores serve small businesses
and home office customers as well as consumers by offering one-stop shopping
for their office products needs at prices substantially below those customarily
available from traditional sources. Additionally, the Company's mail order
operations, Staples Direct, provide for free next-day delivery for orders over
$50 to small and medium-size businesses. Through recent acquisitions of
contract stationers, Staples has expanded its customer base to include medium
and large-size businesses. As a result, the Company now serves the needs of
customers in all end- user segments of the office products market. The Company
has experienced significant growth in the last several years, with sales and
net income increasing from $763 million and $3.4 million, respectively, in
fiscal 1991 to $2.0 billion and $39.9 million, respectively, in fiscal 1994.
The Company's growth strategy is focused on three principal business
areas:
North American Superstores. The Company seeks to grow its core
business through new store expansion and through comparable store sales growth.
Staples operates superstores in approximately 100 markets across the U.S. and
Canada under the names: Staples - The Office Superstore, Staples Express,
Business Depot and Bureau En Gros. During fiscal 1995, the Company plans to
open approximately 92 stores, 45 of which had been opened as of August 31,
1995. Staples expects to end fiscal 1995 with approximately 442 stores,
including 65 stores in Canada and 17 Staples Express units. The Company has
been pursuing a store remodel program under which the Company has remodeled
over 90 existing stores to improve store layout, lighting, signage and the
overall shopping environment.
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,
targets companies with up to 50 office workers. Staples National Advantage,
the Company's national contract stationer, targets large companies (greater
than 1,000 office workers) with multiple locations across the United States.
Staples Business Advantage, which is comprised of several regional contract
stationers, targets medium to large companies, with more than 50 office
workers.
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
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will be operating 25 or more 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 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 Stockholder.
THE ACQUISITION
Pursuant to an Asset Purchase Agreement dated July 8, 1994 (the
"Purchase Agreement") by and among Staples, D.A. MacIsaac, Inc. (a Delaware
corporation and a wholly-owned subsidiary of Staples) and D.A. MacIsaac, Inc.,
a Massachusetts corporation ("MacIsaac"), Staples acquired substantially all of
the assets and assumed certain liabilities of MacIsaac (the "Acquisition"),
effective August 12, 1994. In partial consideration of the Acquisition,
Staples issued a total of 307,093 shares of Staples Common Stock to MacIsaac.
SELLING STOCKHOLDER
The shares of Common Stock covered by this Prospectus were issued to
the Selling Stockholder in connection with the acquisition of substantially all
of the assets and the assumption of certain liabilities of MacIsaac by Staples.
See "The Acquisition."
The following table sets forth the number of shares of Common Stock
beneficially owned by the Selling Stockholder as of October 15, 1995, the
number of shares to be offered by the Selling Stockholder pursuant to this
Prospectus and the number of shares to be beneficially owned by the Selling
Stockholder if all of the shares offered hereby are sold as described herein.
The Selling Stockholder has not had a material relationship with the Company or
any of its predecessors or affiliates since October 15, 1992 (other than as a
stockholder of Staples subsequent to the Acquisition).
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<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 October , 1995 Hereby Offering
- ----------- --------------- --------- ------------
<S> <C> <C> <C>
D.A. MacIsaac,
Inc.(1) 307,093 307,093 0
- ------------
<FN>
(1) 219,352 of these shares are held in escrow for the benefit of Staples and, subject to certain contingencies, will be released
from escrow on November 12, 1995. The remaining 87,741 of these shares are held in escrow for the benefit of Staples and, subject
to certain contingencies, will be released from escrow on January 12, 1996.
</TABLE>
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholder. The Selling Stockholder 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 Stockholder that it has not made any
arrangements relating to the distribution of the shares covered by this
Prospectus. In effecting sales, broker-dealers engaged by the Selling
Stockholder may arrange for other broker-dealers to participate. Broker-dealers
will receive commissions or discounts from the Selling Stockholder in amounts to
be negotiated immediately prior to the sale. The Purchase Agreement provides
that the Company will indemnify the Selling Stockholder against certain
liabilities, including liabilities under the Securities Act.
In offering the shares of Common Stock covered hereby, the Selling
Stockholder and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholder 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 Stockholder and the compensation of such
broker-dealer may be deemed to be underwriting discounts and commissions. In
addition,
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<PAGE> 9
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 Stockholder that during such time
as it may be engaged in a distribution of Common Stock included herein it is
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 it
may not engage in any stabilization activity in connection with Staples
securities, is 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 Stockholder has 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) August 12, 1997 or
(b) the date on which all shares offered hereby have been sold by the Selling
Stockholder.
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.
EXPERTS
The consolidated financial statements of Staples as of 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.
-7-
<PAGE> 10
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.
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<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
NATURE OF EXPENSE
- -----------------
SEC Registration Fee..................................................$ 2,926
Legal (including Blue Sky) and Accounting Fees and Expenses.............10,000
Miscellaneous............................................................7,074
TOTAL.................$ 20,000
=======
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
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<PAGE> 12
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.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ----
<S> <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;
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<PAGE> 13
(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.
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<PAGE> 14
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
25th day of October, 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 25th day of October, 1995.
SIGNATURE TITLE
--------- -----
/s/ Thomas G. Stemberg Chairman of the Board of
- --------------------------------- Directors and Chief Executive Officer
THOMAS G. STEMBERG (Principal Executive Officer)
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<PAGE> 15
/s/ John B. Wilson Executive Vice President --
- ----------------------------- Finance and Strategy and
JOHN B. WILSON Chief Financial Officer
(Principal Financial Officer)
/s/ Stephen Winslow Vice President -- Financial Planning,
- ----------------------------- Analysis and Reporting (Principal
STEPHEN WINSLOW Accounting Officer)
/s/ Mary Elizabeth Burton Director
- -----------------------------
MARY ELIZABETH BURTON
/s/ W. Lawrence Heisey Director
- -----------------------------
W. LAWRENCE HEISEY
/s/ Leo Kahn Director
- -----------------------------
LEO KAHN
_____________________________ Director
DAVID G. LUBRANO
_____________________________ Director
ROWLAND T. MORIARTY
/s/ Robert C. Nakasone Director
- -----------------------------
ROBERT C. NAKASONE
/s/ W. Mitt Romney Director
- -----------------------------
W. MITT ROMNEY
_____________________________ Director
MARTIN TRUST
_____________________________ Director
PAUL F. WALSH
/s/ James L. Moody, Jr. Director
- -----------------------------
JAMES L. MOODY, JR.
II-5
<PAGE> 16
Exhibit 23.1
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 307,093 shares of its common stock and to the incorporation
by reference therein of our report dated February 28, 1995, with respect to the
consolidated financial statements 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.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
October 23, 1995
II-6
<PAGE> 17
Exhibit 23.2
CONSENT OF KPMG PEAT MARWICK 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. and
subsidiaries for the registration of 307,093 shares of common stock 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).
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
October 20, 1995
II-7
<PAGE> 18
<TABLE>
Exhibit Index
-------------
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- ----
<S> <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
October 25, 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 307,093 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
