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Filed Pursuant to Rule 424(b)(3)
Registration Number 33-63037
328,970 Shares
STAPLES, INC.
Common Stock
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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 Spectrum Office Products
Inc. by Staples through a merger completed on March 7, 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.
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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.
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The date of this Prospectus is October 5, 1995.
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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; and
(3) The Company's Current Report on Form 8-K dated September 12, 1995.
(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.
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
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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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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
will be operating 25 or more stores and that its German joint venture will be
operating 15 stores.
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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 MERGER
Pursuant to an Agreement and Plan of Merger dated February 7, 1994 (the
"Merger Agreement") by and among Staples, Staples Acquisition Corp. (a New York
corporation and a wholly-owned subsidiary of Staples), Spectrum Office Products
Inc. ("Spectrum") and the stockholders of Spectrum, effective March 7, 1994,
Staples Acquisition Corp. was merged with and into Spectrum. As a result of the
Merger, Spectrum became a wholly-owned subsidiary of Staples. In consideration
of the Merger, former stockholders of Spectrum received a total of 1,644,853
shares of Staples Common Stock, including shares placed in escrow pursuant to
the terms of the Merger Agreement.
SELLING STOCKHOLDER
The Selling Stockholder is a former stockholder of Spectrum. The shares of
Common Stock covered by this Prospectus were issued to the Selling Stockholder
in connection with the acquisition of Spectrum by Staples. See "The Merger."
The following table sets forth the number of shares of Common Stock
beneficially owned by the Selling Stockholder as of September 1, 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 served as President of Spectrum from November 1991 to
July 1995 and as Executive Vice President of Spectrum from April 1970 to
November 1991. The Selling Stockholder has not held any other positions or
offices with, been employed by, or otherwise had a material relationship with,
the Company or any of its predecessors or affiliates since September 1, 1992
(other than as a stockholder of Staples subsequent to the Merger).
<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 September 1, 1995 Hereby Offering
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<S> <C> <C> <C>
Roger B. Friedlander 411,667 328,970 82,697
</TABLE>
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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 he 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 Merger 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, 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 he
may be engaged in a distribution of Common Stock included herein he 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 he may not
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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) March 7, 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 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.
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