SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 2, 1997
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STAPLES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-17586 04-2896127
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(Commission File Number) (IRS Employer Identification No.)
One Research Drive, Westboro, Massachusetts 01581
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(Address of principal executive offices) (Zip Code)
(508) 370-8500
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On July 2, 1997, Staples, Inc., a Delaware corporation ("Staples"), and
Office Depot, Inc., a Delaware corporation ("Office Depot"), terminated (i) the
Agreement and Plan of Merger dated as of September 4, 1996, as amended (the
"Merger Agreement"), among Staples, Office Depot and Marlin Acquisition Corp., a
wholly-owned subsidiary of Staples, and (ii) the Stock Option Agreements dated
as of September 4, 1996 between Staples and Office Depot.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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99.1 Termination Agreement between Staples, Inc. and Office
Depot, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 3, 1997 STAPLES, INC.
(Registrant)
By: /s/ John J. Mahoney
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John J. Mahoney
Executive Vice President
and Chief Financial Officer
EXHIBIT 99.1
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Termination Agreement
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Staples, Inc. and Office Depot, Inc. hereby (i) terminate the Agreement
and Plan of Merger dated as of September 4, 1996, as amended (the "Merger
Agreement") among Staples, Inc., Marlin Acquisition Corp. and Office Depot, Inc.
pursuant to Section 8.06 of the Merger Agreement, (ii) terminate the Stock
Option Agreement dated as of September 4, 1996 between Staples, Inc. (as
Grantee) and Office Depot, Inc. (as Grantor) and (iii) terminate the Stock
Option Agreement dated as of September 4, 1996 between Office Depot, Inc. (as
Grantee) and Staples, Inc. (as Grantor). It is understood that no fees or
expenses shall be due from one party to the other pursuant to Section 8.03 of
the Merger Agreement.
Executed as of July 2, 1997.
STAPLES, INC.
BY: /s/ John J. Mahoney
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OFFICE DEPOT, INC.
BY: /s/ Barry J. Goldstein
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