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Filed Pursuant to Rule 424(b)(3)
Registration Number 33-61653
2,938,479 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 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. In addition, the Selling Stockholders may (a)
effect short sales against the box and cover such short sales with
shares covered by this Prospectus, (b) write calls against shares
covered by this Prospectus and deliver shares covered by this
Prospectus upon any exercise of any such call, (c) buy puts covering
shares of Common Stock of the Company and deliver shares covered by
this Prospectus upon any exercise of any such put, (d) use shares
covered by this Prospectus as collateral for borrowings and (e)
engage in any combination of the foregoing. 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 February 29, 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 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
(3) 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 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
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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 retailer with over 370 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 plans to open
approximately 87 stores, and Staples expects to end fiscal 1995 with
approximately 437 stores, including 64 stores in Canada and 16 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. By the end of fiscal 1995, the Company expects that
its United Kingdom joint venture will be operating 30 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.
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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 7,834,752 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."
<TABLE>
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).
<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
- ----------- ------------- --------- ------------
<S> <C> <C> <C>
David H. Goldner(1) 2,029,000 1,958,688 70,312
Judith Stern(2) 979,791 979,791 0
<FN>
____________
(1) Includes 70,312 shares of Common Stock subject to stock options that
are exercisable within 60 days of July 30, 1995.
</TABLE>
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(2) Excludes 979,701 shares of Common Stock owned and 49,218 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.
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from
time to time by the Selling Stockholders. Pursuant to agreement between
the Company and each of the Selling Stockholders, Mr. Goldner and Ms.
Stern have agreed not to sell or otherwise dispose of more than 585,000
shares and 292,500 shares of Common Stock covered by this Prospectus,
respectively, during any 90-day period without the consent of the
Company; provided, however, that after February 23, 1996, Mr. Goldner and
Ms. Stern may sell or otherwise dispose of up to 979,344 shares and
489,672 shares of Common Stock, respectively, in any 90-day period but
not more than 1,170,000 shares and 585,000 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.
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. To the
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extent that shares pledged as collateral for loans are sold by the lender,
such lender may also be deemed an "underwriter" within the meaning of the
Securities Act.
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 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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