<PAGE> 1
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
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
-2-
<PAGE> 2
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 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.
-3-
<PAGE> 3
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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.
-4-
<PAGE> 4
THE ACQUISITION
Pursuant to a Stock Purchase Agreement dated January 18, 1996 (the
"Purchase Agreement") by and among Staples, WSM Consolidated Inc. ("WSM") and
the stockholders of WSM, effective February 5, 1996, Staples acquired all of the
outstanding shares of capital stock of WSM (the "Acquisition"). In consideration
of the Acquisition, the Company issued an aggregate of 191,753 shares of Common
Stock to the Selling Stockholders, including shares placed in escrow pursuant to
the terms of the Purchase Agreement.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus were issued to the
Selling Stockholders in connection with the acquisition of the stock of WSM by
Staples. See "The Acquisition."
<TABLE>
The following table sets forth the number of shares of Common Stock
beneficially owned by each of the Selling Stockholders as of February 28, 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 February 28, 1993, (other than as stockholders of WSM prior to the
Acquisition and as stockholders 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 February 28, 1996(1) Hereby Offering(1)
- ----------- -------------------- ------ -----------
<S> <C> <C> <C>
Richard D. Way 68,742 31,090 37,652
Roger H. Sullivan 65,002 29,450 35,552
Moore Mathews 50,439 22,886 27,553
Michael S. Britton 3,835 1,917 1,918
John D. Fraser 4,135 1,917 2,218
- -----------------
<FN>
(1) Includes shares placed in escrow pursuant to the terms of the Purchase
Agreement.
(2) Mr. Way served as a director and an executive officer with WSM from August
1991 until February 1996.
(3) Mr. Sullivan served as a director and an executive officer with WSM from
August 1991 until February 1996.
</TABLE>
-5-
<PAGE> 5
(4) Mr. Mathews served as a director and an executive officer with WSM from
August 1991 until February 1996.
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.
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.
-6-
<PAGE> 6
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 28, 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.
-7-
