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Filed Pursuant to Rule 424(b)(3)
Registration Number 33-61653
4,407,718 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 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 National Office Supply
Company, Inc. by Staples through a merger completed on February 23, 1994. 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.
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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 May 24, 1996.
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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
February 3, 1996; and
(2) 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, July 1995 and March 1996.
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
The Company's executive offices are located at One Research Drive,
Westboro, Massachusetts 01581 (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 Stockholders.
THE MERGER
Pursuant to an Agreement and Plan of Merger dated January 24, 1994 (the
"Merger Agreement") by and among Staples, Staples Acquisition Corp. (a New
Jersey corporation and a wholly-owned subsidiary of Staples), National Office
Supply Company, Inc. ("National") and the stockholders of National, effective
February 23, 1994, Staples Acquisition Corp. was merged with and into National.
As a result of the Merger, National became a wholly-owned subsidiary of Staples.
In consideration of the Merger, former stockholders of National received a total
of 11,752,128 shares of Staples Common Stock.
SELLING STOCKHOLDERS
The Selling Stockholders are former stockholders of National. The shares of
Common Stock covered by this Prospectus were issued to the Selling Stockholders
in connection with the acquisition of National by Staples. See "The Merger."
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. Mr. Goldner served as Executive Vice President of the Company from April
1994 to November 1994 and as Chairman of the Board of Directors and Chief
Executive Officer of National from June 1989 to November 1994 and as a director
of National from 1974 to November 1994. Mr. Goldner is currently a consultant to
the Company. Ms. Stern served as as Executive Vice President of National from
June 1989 to May 1995. The Selling Stockholders have 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
July 30, 1992 (other than as stockholders of Staples subsequent to the Merger).
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<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 Hereby Offering
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<S> <C> <C> <C>
David H. Goldner(1) 3,043,500 2,938,032 105,468
Judith Stern(2) 1,469,686 1,469,686 0
<FN>
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(1) Includes 105,468 shares of Common Stock subject to stock options that
are exercisable within 60 days of July 30, 1995.
(2) Excludes 1,469,551 shares of Common Stock owned and 73,827 shares
of Common Stock subject to stock options exercisable within 60 days of
July 30, 1995 held by Ms. Stern's spouse, with respect to which Ms.
Stern disclaims beneficial ownership.
</TABLE>
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Stockholders. Pursuant to an agreement between the Company
and each of the Selling Stockholders, Mr. Goldner and Ms. Stern may sell or
otherwise dispose of up to 1,469,016 shares and 734,508 shares of Common Stock,
respectively, in any 90-day period but not more than 1,755,000 shares and
877,500 shares, respectively, in any 180-day period. Except as set forth in such
agreements, 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. In addition, the Selling Stockholders may (v)
effect short sales against the box and cover such short sales with shares
covered by this Prospectus, (w) write calls against shares covered by this
Prospectus and deliver shares covered by this Prospectus upon any exercise of
any such call, (x) buy puts covering shares of Common Stock of the Company and
deliver shares covered by this Prospectus upon any exercise of any such put,
(y) use shares covered by this Prospectus as collateral for borrowings and (z)
engage in any combination of the foregoing. The Company has been advised by the
Selling Stockholders that they have not made any arrangements relating to 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 Merger Agreement provides that the Company will indemnify
the Selling Stockholders against certain liabilities, including liabilities
under the Securities Act.
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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) February 23, 1998 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.
EXPERTS
The consolidated financial statements of Staples at February 3, 1996 and
January 28, 1995, and for each of the three years in the period ended February
3, 1996, incorporated by reference in Staples' Annual Report on Form 10-K for
the year ended February 3, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference.
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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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