<PAGE>
As filed with the Securities and Exchange Commission on October 18, 1996
Registration Statement No. 333-
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
______________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
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)
ONE RESEARCH DRIVE
WESTBOROUGH, MASSACHUSETTS 01581
(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 STATEMENT 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>
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. /__/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
_________________________________________________________________________________________
_________________________________________________________________________________________
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Each Class to be Price Per Offering tration
of Securities to be Registered Registered Share(1) Price(1) Fee
_________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, $.0006 par value.......... 189,514 $21.875 $4,145,619 $1,257
shares
_________________________________________________________________________________________
_________________________________________________________________________________________
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c)and based upon prices on the Nasdaq National Market on
October 15, 1996.
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>
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 ANY 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 OCTOBER 18, 1996
189,514 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 the stock of Macauley's Business Resources, Inc. by Staples completed on
June 30, 1995. 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.
______________________
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>
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. In addition, the Company is required to file
electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR)
system. The Commission maintains a World Wide Web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. 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;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended May 4, 1996 and August 3, 1996 (as amended on Form 10-Q/A);
(3) The Company's Current Report on Form 8-K dated September 4, 1996;
and
<PAGE>
(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 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.
-2-
<PAGE>
THE COMPANY
The Company's executive offices are located at One Research Drive,
Westborough, 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 ACQUISITION
Pursuant to a Stock Purchase Agreement dated May 11, 1995 (the
"Purchase Agreement") by and among Staples, Macauley's Business Resources,
Inc. ("MBRI") and the stockholders of MBRI, effective June 30, 1995, Staples
acquired all of the outstanding shares of capital stock of MBRI (the
"Acquisition"). In consideration of the Acquisition, the Company issued an
aggregate of 608,914 shares of Common Stock to the Selling Stockholders,
including shares placed in escrow at closing pursuant to the terms of the
Purchase Agreement, some of which were subsequently released.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus were issued to
the Selling Stockholders in connection with the acquisition of MBRI by
Staples. See "The Acquisition."
The following table sets forth the number of shares of Common Stock
beneficially owned by each of the Selling Stockholders as of September 20,
1996, 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. Except as provided below, the Selling Stockholders
have 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 September 20, 1993 (other than as stockholders of MBRI prior
to the Acquisition and as stockholders of Staples subsequent to the
Acquisition).
-3-
<PAGE>
<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 20, 1996 Hereby Offering
- ------------ ------------------- --------- -----------
<S> <C> <C> <C>
John L. Macauley as
Trustee under Revocable
Living Trust Agreement
of John L. Macauley
dated 11/2/78, as
amended (1) 72,841 27,280 45,561
Marie Macauley as
Trustee under Revocable
Living Trust Agreement
of Marie Macauley
dated 11/2/78, as
amended (2) 36,116 13,538 22,578
Mark W. Macauley as
Trustee under Revocable
Living Trust Agreement
of Mark W. Macauley
dated 2/1/79, as
amended (3) 51,175 18,308 32,867
Maureen A. Macauley as
Trustee under Declaration
of Revocable Trust
Agreement of Maureen
A. Macauley dated
4/3/92, as amended (4) 48,175 18,308 29,867
Nancy J. Pett 27,142 10,372 16,770
Patricia M. Sophiea 27,142 10,372 16,770
Ann Robinson(5) 76,299 29,083 47,216
Bonnie L. Crooks(6) 76,299 29,083 47,216
William B. Martin 87,251 29,083 58,168
Jerome Silver 12,271 4,087 8,184
</TABLE>
-4-
<PAGE>
_________________
(1) John L. Macauley served as an executive officer and in various other
positions with MBRI until June of 1995. Excludes shares held by Marie
Macauley, Mr. Macauley's wife, with respect to which Mr. Macauley disclaims
beneficial ownership.
(2) Excludes shares held by John L. Macauley, Ms. Macauley's husband, with
respect to which Ms. Macauley disclaims beneficial ownership.
(3) Mark W. Macauley served as an executive officer and in various other
positions with MBRI until June 1995.
(4) Maureen A. Macauley served as an executive officer and in various other
positions with MBRI until June 1995.
(5) Ann Robinson served as an executive officer and in various other
positions of MBRI until June 1995.
(6) Bonnie L. Crooks served as an executive officer and in various positions
of MBRI until June 1995.
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholders. 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. 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 Purchase Agreement provides that the Company will indemnify the
Selling Stockholders against certain liabilities, including liabilities under
the Securities Act.
-5-
<PAGE>
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) June 30, 1997 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.
-6-
<PAGE>
The financial statements referred to above are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
-7-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
NATURE OF EXPENSE
- -----------------
SEC Registration Fee.................................................. $ 1,257
Legal (including Blue Sky) and Accounting Fees and Expenses........... 10,000
Miscellaneous......................................................... 3,743
-------
TOTAL $15,000
-------
-------
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>
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.
ITEM 16. EXHIBITS.
EXHIBIT DESCRIPTION OF EXHIBIT 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 (appears on page II-6)...
23.2 -- Consent of Hale and Dorr (included in Exhibit 5.1)....
24.1 -- Power of Attorney (appears on Page II-4)..............
_______________
* 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 of the Annual Report on Form
10-K for the fiscal year ended February 3, 1996.
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>
(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>
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 Town of Westborough, Commonwealth of Massachusetts on the
18th day of October, 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.
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 18th day of October, 1996.
SIGNATURE TITLE
--------- -----
/s/ Thomas G. Stemberg Chairman of the Board of
- -------------------------- Directors and Chief Executive Officer
THOMAS G. STEMBERG (Principal Executive Officer)
II-4
<PAGE>
/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 L. Moody Director
- -------------------------
JAMES L. MOODY
/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
II-5
<PAGE>
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 189,514 shares of common stock and to the
incorporation by reference therein of our report dated March 5, 1996, with
respect to the consolidated financial statements of Staples, Inc. included in
its Annual Report on Form 10-K for the year ended February 3, 1996 filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
October 17, 1996
II-6
<PAGE>
Exhibit Index
-------------
EXHIBIT DESCRIPTION OF EXHIBIT 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 (appears on page II-6)...
23.2 -- Consent of Hale and Dorr (included in Exhibit 5.1)....
24.1 -- Power of Attorney (appears on Page II-4)..............
_______________
* 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 of the Annual Report on Form
10-K for the fiscal year ended February 3, 1996.
II-7
<PAGE>
Exhibit 5.1
Hale and Dorr
60 State Street
Boston, MA 02109
(617) 526-6000
October 18, 1996
Staples, Inc.
One Research Drive
Westborough, MA 01581
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 189,514 shares of common stock, $0.0006 par value per share
(the "Shares"), of Staples, Inc., a Delaware corporation (the "Company"),
held by certain selling stockholders 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
