<PAGE> 1
As filed with the Securities and Exchange Commission
on September 27, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Staples, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-2896127
----------------------------- -------------------
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
One Research Drive
Westboro, Massachusetts 01581
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(Address of Principal Executive Offices) (Zip Code)
1994 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
Peter M. Schwarzenbach
Vice President and General Counsel
Staples, Inc.
100 Pennsylvania Avenue
Framingham, Massachusetts 01701
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(Name and address of agent for service)
(508) 370-8500
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount
Title Offering Aggregate of Regi-
of Securities Amount to be Price Per Offering stration
to be Registered Registered Share(1) Price(1) Fee(1)
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Common Stock, 2,250,000 $21.375 $48,093,750 $16,585
$.0006 par value shares
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the reported high
and low sale prices of the Registrant's Common Stock on the Nasdaq
National Market System on September 23, 1996.
Page 1 of 10 Pages
Exhibit Index Appears on Page 6
<PAGE> 2
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 (the "Registration
Statement") incorporates by reference the contents of the Registration
Statement on Form S-8, File No. 33-81282, filed by Staples, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission on July 7, 1994, relating to the Company's 1994 Employee
Stock Purchase Plan.
<PAGE> 3
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-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Westborough,
Commonwealth of Massachusetts on the 27th day of September, 1996
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-8 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.
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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 27th day of September, 1996.
SIGNATURE TITLE
--------- -----
/s/ Thomas G. Stemberg Chairman of the Board of
------------------------------ Directors and Chief Executive
THOMAS G. STEMBERG Officer (Principal Executive
Officer
/s/ John J. Mahoney Executive Vice President and
------------------------------ Chief Financial Officer
JOHN J. MAHONEY (Principal Financial Officer)
/s/ James Flavin Senior Vice President --
------------------------------ Finance (Principal
JAMES FLAVIN Accounting Officer)
/s/ Mary Elizabeth Burton Director
------------------------------
MARY ELIZABETH BURTON
/s/ Martin E. Hanaka Director
------------------------------
MARTIN E. HANAKA
/s/ W. Lawrence Heisey Director
------------------------------
W. LAWRENCE HEISEY
/s/ Leo Kahn Director
------------------------------
LEO KAHN
/s/ James J. Moody Director
------------------------------
JAMES L. MOODY
/s/ Rowland T. Moriarty Director
------------------------------
ROWLAND T. MORIARTY
/s/ Robert C. Nakasone Director
------------------------------
ROBERT C. NAKASONE
<PAGE> 5
/s/ W/ Mitt Romney Director
------------------------------
W. MITT ROMNEY
/s/ Martin Trust Director
------------------------------
MARTIN TRUST
/s/ Paul F. Walsh Director
------------------------------
PAUL F. WALSH
<PAGE> 6
Exhibit Index
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EXHIBIT DESCRIPTION OF EXHIBIT
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PAGE
----
4.1 -- Restated Certificate of Incorporation of the
Company......................................... *
4.2 -- Amended and Restated By-laws of the Company..... **
5.1 -- Opinion of Hale and Dorr........................
23.1 -- Consent of Ernst & Young LLP....................
23.2 -- Consent of Hale and Dorr (included in
Exhibit 5.1)....................................
24.1 -- Power of Attorney (appears on Page 3)...........
99.1 -- Amended and Restated 1994 Employee
Stock Purchase Plan.............................
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* Incorporated by reference from Exhibit 3.1 to the Quarterly Report
on Form 10-Q for the quarterly period ended August 3, 1996, as
amended on Form 10-Q/A.
** Incorporated by reference from Exhibit 3.2 to the Annual Report on
Form 10-K for the fiscal year ended February 3, 1996.
<PAGE> 1
Exhibit 5.1
HALE AND DORR
60 State Street
Boston, MA 02109
September 27, 1996
Staples, Inc.
One Research Drive
Westborough, MA 01581
Re: Staples, Inc.
1994 Employee Stock Purchase Plan
---------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities
and Exchange Commission relating to 2,250,000 shares of Common Stock,
$0.0006 par value per share (the "Shares"), of Staples, Inc., a
Delaware corporation (the "Company"), issuable under the Company's 1994
Employee Stock Purchase Plan (the "Plan").
We have examined the Restated Certificate of Incorporation of the
Company and the By-Laws of the Company, each as amended to date, and
originals, or copies certified to our satisfaction, of all pertinent
records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating
to the Company as we have deemed material for the purposes of this
opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and
the authenticity of the originals of such latter documents.
Based on the foregoing, we are of the opinion that the Company has
duly authorized for issuance the shares of its Common Stock covered by
the Registration Statement to be issued under the Plan, as described in
the Registration Statement, and such shares, when issued in accordance
with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
<PAGE> 2
Staples, Inc.
September 27, 1996
Page 2
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Registration
Statement.
Very truly yours,
/s/ Hale and Dorr
--------------------------
HALE AND DORR
<PAGE> 1
Exhibit 99.1
STAPLES, INC.
AMENDED AND RESTATED
1994 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE
-------
The purpose of this Staples, Inc. 1994 Employee Stock Purchase Plan (the
"Plan") is to provide Employees of Staples, Inc. (the "Company") and its
subsidiaries (as hereinafter defined) with an opportunity to acquire a
proprietary interest in the Company by providing favorable terms for them to
purchase Stock of the Company. This Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code").
2. DEFINITION
----------
(a) "Base Pay" shall mean regular earnings and commissions, excluding
payments for overtime, incentive compensation, bonuses, contributions to all
employee fringe benefit plans (except employee contributions in lieu of cash
earnings pursuant to any "cash or deferred plan" or "cafeteria plan"), and other
special payments except to the extent that the inclusion of any such item is
specifically approved by the Board.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Employee" shall mean any employee, including any officer, who (i)
has been employed by the Company or any Subsidiary for at least three (3)
months, in the case of a full-time employee, or at least five (5) months, in the
case of a part-time employee, and (ii) is customarily employed for more than
twenty (20) hours per week and more than five (5) months in a calendar year by
the Company or any Subsidiary.
(d) "Exercise Date" shall mean the last day of each Offering when, in
accordance with Section 9, a Participant is deemed to have exercised his Option.
(e) "Fair Market Value" shall mean the value of a share of Stock at any
particular date, which shall be (i) if shares of Stock are listed on a
securities exchange or the Nasdaq National Market, the mean between the highest
and lowest reported selling prices on the date in question (or if there were no
trades on such date, the next preceding date on which a trade or trades
occurred); or (ii) if shares of Stock are traded in any other over-the-counter
market, the mean between the lowest reported bid price and the highest reported
asked price of the Stock on the date in question, as such prices are reported in
a publication of general circulation selected by the Board and regularly
reporting the market price of the Stock in such market; or (iii) if shares of
Stock are not then actively traded on an exchange or in the over-the-counter
market, the amount determined in good faith by the Board.
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<PAGE> 1
Exhibit 99.1
STAPLES, INC.
AMENDED AND RESTATED
1994 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE
-------
The purpose of this Staples, Inc. 1994 Employee Stock Purchase Plan (the
"Plan") is to provide Employees of Staples, Inc. (the "Company") and its
subsidiaries (as hereinafter defined) with an opportunity to acquire a
proprietary interest in the Company by providing favorable terms for them to
purchase Stock of the Company. This Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code").
2. DEFINITION
----------
(a) "Base Pay" shall mean regular earnings and commissions, excluding
payments for overtime, incentive compensation, bonuses, contributions to all
employee fringe benefit plans (except employee contributions in lieu of cash
earnings pursuant to any "cash or deferred plan" or "cafeteria plan"), and other
special payments except to the extent that the inclusion of any such item is
specifically approved by the Board.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Employee" shall mean any employee, including any officer, who (i)
has been employed by the Company or any Subsidiary for at least three (3)
months, in the case of a full-time employee, or at least five (5) months, in the
case of a part-time employee, and (ii) is customarily employed for more than
twenty (20) hours per week and more than five (5) months in a calendar year by
the Company or any Subsidiary.
(d) "Exercise Date" shall mean the last day of each Offering when, in
accordance with Section 9, a Participant is deemed to have exercised his Option.
(e) "Fair Market Value" shall mean the value of a share of Stock at any
particular date, which shall be (i) if shares of Stock are listed on a
securities exchange or the Nasdaq National Market, the mean between the highest
and lowest reported selling prices on the date in question (or if there were no
trades on such date, the next preceding date on which a trade or trades
occurred); or (ii) if shares of Stock are traded in any other over-the-counter
market, the mean between the lowest reported bid price and the highest reported
asked price of the Stock on the date in question, as such prices are reported in
a publication of general circulation selected by the Board and regularly
reporting the market price of the Stock in such market; or (iii) if shares of
Stock are not then actively traded on an exchange or in the over-the-counter
market, the amount determined in good faith by the Board.
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