<PAGE> 1
As filed with the Securities and Exchange Commission
on September 30, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Research Drive, Westborough, Massachusetts 01581-5114
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
STAPLES, INC. AMENDED AND RESTATED 1992 EQUITY INCENTIVE PLAN
-------------------------------------------------------------
(Full title of the plan)
Peter M. Schwarzenbach, Esq.
Vice President and General Counsel
Staples, Inc.
One Research Drive
Westborough, Massachusetts 01581-5114
-------------------------------------
(Name and address of agent for service)
(508) 370-8500
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to Proposed Proposed Amount of
to be Registered be Registered Maximum Maximum Registration Fee (1)
Offering Price Aggregate
Per Share (1) Offering Price (1)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 17,400,000 $27.09 $471,366,000 $162,540
$.0006 par value shares
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the Common Stock as
reported by the Nasdaq National Market on September 23, 1997, in accordance
with Rules 457(c) and (h) of the Securities Act of 1933, as amended.
Page 1 of 9 pages.
Exhibit Index begins on page 6.
<PAGE> 2
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 (the "Registration Statement")
incorporates by reference the contents of the Registration Statements on Form
S-8, File No. 33-5226, filed by Staples, Inc., a Delaware corporation (the
"Registrant"), with the Securities and Exchange Commission on September 18,
1992, File No. 33-68076, filed by the Registrant with the Securities and
Exchange Commission on August 30, 1993 and File No. 33-81284, filed by the
Registrant with the Securities and Exchange Commission on July 7, 1994, relating
to the Staples, Inc. Amended and Restated 1992 Equity Incentive Plan.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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
September 30, 1997.
STAPLES, INC.
By: /s/ Thomas G. Stemberg
----------------------------
Thomas G. Stemberg
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Staples, Inc. hereby severally constitute Thomas G. Stemberg, John
J. Mahoney, Peter M. Schwarzenbach and Patrick J. Rondeau, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement filed herewith and any and all amendments to said
Registration Statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable Staples, Inc. to comply with
the provisions of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
-3-
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATE
<S> <C> <C>
/s/ Thomas G. Stemberg Chief Executive Officer September 30, 1997
- -------------------------------- and Director
Thomas G. Stemberg
/s/ Martin E. Hanaka President, Chief Operating September 30, 1997
- -------------------------------- Officer and Director
Martin E. Hanaka
/s/ John J. Mahoney Executive Vice President September 30, 1997
- -------------------------------- and Chief Financial Officer
John J. Mahoney (Principal Financial Officer)
/s/ Robert K. Mayerson Senior Vice President-Finance September 30, 1997
- -------------------------------- and Corporate Controller
Robert K. Mayerson (Principal Accounting Officer)
/s/ Basil L. Anderson Director September 30, 1997
- --------------------------------
Basil L. Anderson
/s/ Mary Elizabeth Burton Director September 30, 1997
- --------------------------------
Mary Elizabeth Burton
Director
- --------------------------------
W. Lawrence Heisey
/s/ James L. Moody Director September 30, 1997
- --------------------------------
James L. Moody
/s/ Rowland T. Moriarty Director September 30, 1997
- --------------------------------
Rowland T. Moriarty
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Robert C. Nakasone Director September 30, 1997
- --------------------------------
Robert C. Nakasone
Director
- --------------------------------
W. Mitt Romney
Director
- --------------------------------
Martin Trust
/s/ Paul F. Walsh Director September 30, 1997
- --------------------------------
Paul F. Walsh
</TABLE>
-5-
<PAGE> 6
EXHIBIT INDEX
Exhibit
Number Exhibit Page
- ------ ------- ----
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney (included in the signature
pages of this Registration Statement)
-6-
<PAGE> 1
EXHIBIT 5.1
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
September 30, 1997
Staples, Inc.
One Research Drive
Westborough, MA 01581-5114
Re: Staples, Inc. Amended and Restated 1992 Equity Incentive Plan
-------------------------------------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 17,400,000 shares of Common Stock, $.0006 par value per
share (the "Shares"), of Staples, Inc., a Delaware corporation (the "Company"),
issuable under the Staples, Inc. Amended and Restated 1992 Equity Incentive Plan
(the "Plan").
We have examined the Restated Certificate of Incorporation of the Company
and the Amended and Restated By-Laws of the Company, each as amended to date,
and originals, or copies certified to our satisfaction, of all pertinent records
of the meetings of the directors and stockholders of the Company, the
Registration Statement and such other documents relating to the Company as we
have deemed material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
<PAGE> 2
Staples, Inc.
September 30, 1997
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Staples, Inc. Amended and Restated 1992 Equity
Incentive Plan of our report dated March 3, 1997 (except for Note B, as to which
the date is April 22, 1997), with respect to the consolidated financial
statements of Staples, Inc. included in its Annual Report (Form 10-K) for the
fiscal year ended February 1, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
September 25, 1997
