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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997
REGISTRATION STATEMENT NO. 333-31249
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 To
FORM S-3
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STAPLES, INC.
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C>
DELAWARE 04-2896127
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
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)
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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)
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COPIES TO:
<TABLE>
<S> <C>
MARK G. BORDEN, ESQ. PATRICIA A. CERUZZI, ESQ.
HALE AND DORR LLP SULLIVAN & CROMWELL
60 STATE STREET, BOSTON, MASSACHUSETTS 02109 125 BROAD STREET, NEW YORK, NEW YORK 10004
TELEPHONE: (617) 526-6000 TELEPHONE: (212) 558-4000
TELECOPY: (617) 526-5000 TELECOPY: (212) 558-3588
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT AS THE
REGISTRANT SHALL DETERMINE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 registration 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. [ ]
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.
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EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-3 (File No.
333-31249) of Staples, Inc. is filed solely to file the exhibit listed in Item
16 hereto.
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ITEM 16. EXHIBITS.
EXHIBIT DESCRIPTION OF EXHIBIT
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*1 -- Form of Underwriting Agreement.
**4.1 -- Form of Indenture for Senior Debt Securities between the
Company and The Chase Manhattan Bank, as Trustee.
**4.2 -- Form of Senior Debt Securities (included in Exhibit 4.1).
**4.3 -- Form of Indenture for Subordinated Debt Securities between the
Company and The Chase Manhattan Bank, as Trustee.
**4.4 -- Form of Subordinated Debt Securities (included in Exhibit 4.3).
5 -- Opinion of Hale and Dorr LLP.
**12 -- Computation of Ratio of Earnings to Fixed Charges.
**23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Hale and Dorr LLP (included in Exhibit 5).
**24 -- Power of Attorney.
**25.1 -- Statement of Eligibility of Trustee under the Trust Indenture
Act of 1939 on Form T-1 for the Senior Debt Securities.
**25.2 -- Statement of Eligibility of Trustee under the Trust Indenture
Act of 1939 on Form T-1 for the Subordinated Debt Securities.
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* To be filed by amendment or as an exhibit to a Current Report on Form 8-K.
** Previously filed.
II-2
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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
24th day of July, 1997.
STAPLES, INC.
By: /s/ PETER M. SCHWARZENBACH
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PETER M. SCHWARZENBACH
VICE PRESIDENT AND GENERAL COUNSEL
AND SECRETARY
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ --------------
<C> <S> <C>
* Chairman of the Board of July 24, 1997
- ------------------------------------------ Directors and Chief Executive
THOMAS G. STEMBERG Officer (Principal Executive
Officer)
* President and Director July 24, 1997
- ------------------------------------------
MARTIN E. HANAKA
* Executive Vice President and July 24, 1997
- ------------------------------------------ Chief Financial Officer
JOHN J. MAHONEY (Principal Financial Officer)
* Senior Vice President -- July 24, 1997
- ------------------------------------------ Finance (Principal Accounting
JAMES E. FLAVIN Officer)
* Director July 24, 1997
- ------------------------------------------
MARY ELIZABETH BURTON
Director
- ------------------------------------------
W. LAWRENCE HEISEY
* Director July 24, 1997
- ------------------------------------------
LEO KAHN
* Director July 24, 1997
- ------------------------------------------
JAMES L. MOODY, JR.
</TABLE>
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SIGNATURE TITLE DATE
- --------- ----- ----
* Director July 24, 1997
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ROWLAND T. MORIARTY
* Director July 24, 1997
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ROBERT C. NAKASONE
* Director July 24, 1997
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W. MITT ROMNEY
* Director July 24, 1997
- -------------------------------
MARTIN TRUST
* Director July 24, 1997
- -------------------------------
PAUL F. WALSH
*By: /s/ PETER M. SCHWARZENBACH
------------------------------
PETER M. SCHWARZENBACH
II-4
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
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*1 -- Form of Underwriting Agreement.
**4.1 -- Form of Indenture for Senior Debt Securities between the
Company and The Chase Manhattan Bank, as Trustee.
**4.2 -- Form of Senior Debt Securities (included in Exhibit 4.1).
**4.3 -- Form of Indenture for Subordinated Debt Securities between the
Company and The Chase Manhattan Bank, as Trustee.
**4.4 -- Form of Subordinated Debt Securities (included in Exhibit 4.3).
5 -- Opinion of Hale and Dorr LLP.
**12.1 -- Computation of Ratio of Earnings to Fixed Charges.
**23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Hale and Dorr LLP (included in Exhibit 5).
**24 -- Power of Attorney.
**25.1 -- Statement of Eligibility of Trustee under the Trust Indenture
Act of 1939 on Form T-1 for the Senior Debt Securities.
**25.2 -- Statement of Eligibility of Trustee under the Trust Indenture
Act of 1939 on Form T-1 for the Subordinated Debt Securities.
- ---------------
* To be filed by amendment or as an exhibit to a Current Report on Form 8-K.
** Previously filed.
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HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 - FAX 617-526-5000
Exhibit 5
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July 24, 1997
Staples, Inc.
One Research Drive
Westborough, MA 01581
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (File No. 333-31249) (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, for the registration of $500,000,000 of debt
securities (the "Debt Securities") of Staples, Inc., a Delaware corporation (the
"Company").
We have acted as counsel for the Company in connection with the
preparation and filing by the Company of the Registration Statement. We have
examined signed copies of the Registration Statement and all exhibits thereto
(including, without limitation, the forms of Indentures filed as exhibits
thereto (the "Indentures")), all as filed with the Commission. We have also
examined and relied upon the original or copies of minutes of meetings of the
stockholders and the Board of Directors of the Company as provided to us by the
Company, a copy of the Restated Certificate of Incorporation of the Company, as
amended, and a copy of the Amended and Restated By-Laws of the Company, and
such other documents as we have deemed necessary for purposes of rendering the
opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
federal laws of the United States and the Delaware General Corporation Law
statute. To the extent that
WASHINGTON, DC BOSTON, MA LONDON, UK*
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HALE AND DORR LLP INCUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
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Staples, Inc.
July 24, 1997
Page 2
the laws of any other jurisdiction govern the agreements, including without
limitation the Indentures, or transactions as to which we are opining herein,
we have assumed, that such laws are identical to those of the Commonwealth of
Massachusetts, and we are expressing no opinion herein as to whether such
assumption is reasonable or correct.
Our opinions below are qualified to the extent that they may be subject to
to or affected by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent coneyance or similar laws affecting the rights of
creditors generally, (ii) statutory or decisional law concerning recourse by
creditors to security in the absence of notice or hearing and (iii) duties and
standards imposed on creditors and parties to contracts, including, without
limitation, requirements of good faith, reasonableness and fair dealing.
Furthermore, we express no opinion as to the availability of the remedy of
specific performance, injunctive relief or any other equitable remedy, or as to
the successful assertion of any equitable defense, because such remedies and
defenses may be subject to the discretion of a court.
We are expressing no opinion herein as to the application of or compliance
with any federal or state law or regulation to the power, authority or
competence of any party to any agreement or document other than the Company. We
have assumed that such agreements and documents are the valid and binding
obligations of each party thereto other than the Company, and enforceable
against each such other party in accordance with their respective terms.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Debt Securities, to register and qualify the Debt Securities for
sale under all applicable state securities or "blue sky" laws.
Based upon and subject to the foregoing, we are of the opinion that the
Debt Securities have been duly authorized and, when (i) the Indentures have
been duly executed and delivered and (ii) the Debt Securities have been duly
executed and authenticated in accordance with the Indentures and issued and
sold by the Company as comtemplated by the Registration Statement, the Debt
Securities will constitute the binding obligations of the Company.
This opinion is based upon currently existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
It is understood that this opinion is to be used only in connection with
the offer and sale of Debt Securities while the Registration Statement is in
effect.
<PAGE> 3
Staples, Inc.
July 24, 1997
Page 3
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under Securities Act and to the use of our name therein and in
the related Prospectus under the caption "Validity of the Debt Securities." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 under the Securities Act or
the rules and regulations of the Commission.
Very truly yours,
HALE AND DORR LLP
