<PAGE> 1
As filed with the Securities and Exchange Commission on March 22, 1996
Registration Statement No. 333-
================================================================================
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 STATEMENTS 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
================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate
of Securities to be Amount to be Price per Offering Amount of
Registered Registered(1) Share (1) Price (1) Registration
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 7,500 $19.55 $146,625 $51.00
$.0006 par value...... shares
================================================================================
<FN>
(1) Number of shares and dollar amounts are adjusted to give effect to the
three-for-two stock split to be effected on March 25, 1996. Estimated
solely for purposes of calculating the registration fee pursuant to Rule
457(c) and based upon prices on the Nasdaq National Market on March 18,
1996.
</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 MARCH 22, 1996
7,500 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 certain assets and the
assumption of certain liabilities of XAOP, Inc., formerly known as Arlo Office
Products, Inc. ("Arlo"), by Staples completed on October 31, 1995. 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 , 1996.
<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 Reports on Form 10-Q for the quarters ended April
29, 1995, July 29, 1995 and October 28, 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.
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
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<PAGE> 5
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, 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.
-3-
<PAGE> 6
THE COMPANY
Staples pioneered the office supplies superstore concept in 1986 and is a
leading office supplies retailer with over 440 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 opened 93 stores, and Staples ended fiscal 1995 with 443
stores, including 65 stores in Canada and 14 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. At the
end of fiscal 1995, the Company's United Kingdom joint venture was operating 26
stores and its German joint venture was 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.
-4-
<PAGE> 7
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 October 24, 1995 (the
"Purchase Agreement") by and amongStaples, Arlo and the sole stockholder of
Arlo, effective October 31, 1995, Staples acquired certain assets and assumed
certain liabilities of Arlo (the "Acquisition"). In consideration of the
Acquisition, the Company issued 7,500 shares of Common Stock to the Selling
Stockholder.
SELLING STOCKHOLDER
The shares of Common Stock covered by this Prospectus were issued to the
Selling Stockholder in connection with the acquisition of certain assets and the
assumption of certain liabilities of Arlo by Staples. See "The Acquisition."
<TABLE>
The following table sets forth the number of shares of Common Stock
beneficially owned by the Selling Stockholder as of March 1, 1996, 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. Except as provided
below, the Selling Stockholder has 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 March 1, 1993, (other than as
stockholder of Staples subsequent to the Acquisition).
<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 March 1, 1996 Hereby Offering
- ----------- ------------- --------- ------------
<S> <C> <C> <C>
XAOP, Inc. 7,500 7,500 0
</TABLE>
-5-
<PAGE> 8
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, 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 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 Stockholder has agreed to inform the Company when the distribution of
the shares is completed.
-6-
<PAGE> 9
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) October 31, 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.
-7-
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
NATURE OF EXPENSE
- -----------------
<S> <C>
SEC Registration Fee ........................................... $ 51
Legal (including Blue Sky) and Accounting Fees and Expenses .... 10,000
Miscellaneous .................................................. 4,949
-------
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> 11
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>
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> 12
(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> 13
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 22nd
day of March, 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-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.
<TABLE>
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 22nd day of March, 1996.
<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> 14
<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
Director
- ---------------------------
W. LAWRENCE HEISEY
/s/ Leo Kahn Director
- ---------------------------
LEO KAHN
/s/ David G. Lubrano Director
- ---------------------------
DAVID G. LUBRANO
/s/ James L. Moody, Jr. Director
- ---------------------------
JAMES L. MOODY, JR.
/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> 15
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 7,500 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
March 21, 1996
II-6
<PAGE> 16
INDEPENDENT AUDITORS' CONSENT
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 7,500 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
March 21, 1996
II-7
<PAGE> 17
<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
Exhibit 5.1
Hale and Dorr
60 State Street
Boston, MA 02109
(617) 526-6000
March 22, 1996
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 7,500 shares of common stock, $0.0006 par value per share (the
"Shares"), of Staples, Inc., a Delaware corporation (the "Company"), held by
certain selling stockholder 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
