<PAGE>
As filed with the Securities and Exchange Commission
on March 5, 1999
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 1990 DIRECTOR STOCK OPTION PLAN
------------------------------------------------------------------
(Full title of the plans)
John J. Mahoney
Executive Vice President, Chief Administrative Officer
and Chief Financial Officer
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share (1) Offering Price (1) Fee (1)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $27.875 $27,875,000 $7,749.25
$.0006 par value
- ----------------------------------------------------------------------------------------------------------
</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 March 3, 1999 in accordance with
Rules 457(c) and (h) of the Securities Act of 1933, as amended.
Page 1 of 10 pages.
Exhibit Index begins on page 6.
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 33-38304 filed by the
Registrant on December 19, 1990 and the contents of Registration Statement on
Form S-8, File No. 33-52228 filed by the Registrant on September 18, 1992,
relating to the Registrant's 1990 Director Stock Option Plan.
<PAGE>
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 March
1, 1999.
STAPLES, INC.
By: /s/ Thomas G. Stemberg
------------------------------------------
Thomas G. Stemberg
Chairman of the Board and
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, 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.
<PAGE>
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 1st day of March, 1999.
Signatures Capacity
---------- --------
/s/ Thomas G. Stemberg Chairman of the Board and Chief Executive
- ---------------------- Officer (Principal Executive Officer)
Thomas G. Stemberg
/s/ John J. Mahoney Executive Vice President - Finance, Chief
- ------------------- Administrative Officer and Chief Financial
John J. Mahoney Officer (Principal Financial Officer)
/s/ Robert K. Mayerson Senior Vice President and Corporate Controller
- ---------------------- (Principal Accounting Officer)
Robert K. Mayerson
/s/ Basil L. Anderson Director
- ---------------------
Basil L. Anderson
/s/ Mary Elizabeth Burton Director
- -------------------------
Mary Elizabeth Burton
/s/ W. Lawrence Heisey Director
- ----------------------
W. Lawrence Heisey
/s/ James L. Moody, Jr. Director
- -----------------------
James L. Moody, Jr.
/s/ Rowland T. Moriarty Director
- -----------------------
Rowland T. Moriarty
<PAGE>
/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
/s/ George J. Mitchell Director
- ----------------------
George J. Mitchell
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------ -------
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
23.3 Consent of Kupferberg, Goldberg & Neimark, LLC
24.1 Power of Attorney (included in the signature pages of this
Registration Statement)
<PAGE>
Exhibit 5.1
-----------
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
March 2, 1999
Staples, Inc.
One Research Drive
Westborough, MA 01581-5114
Re: Staples, Inc. Amended and Restated 1990 Director Stock Option 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 (the "Commission") relating to 1,000,000 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 1990 Director Stock Option 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>
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
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.
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 with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
Exhibit 23.2
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Staples, Inc. Amended and Restated 1990 Director
Stock Option Plan of our report dated June 29, 1998 with respect to the
consolidated financial statements of Staples, Inc. included in its Current
Report on Form 8-K dated July 1, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
March 3, 1999
<PAGE>
Exhibit 23.3
------------
CONSENT OF KUPFERBERG, GOLDBERG & NEIMARK, LLC,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to Staples, Inc. Amended and Restated 1990 Director Stock
Option Plan of our report dated February 24, 1998 with respect to the
consolidated financial statements of Quill Corporation and Subsidiary as of
December 31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997, included in the Current Report on Form 8-K dated July 1,
1998, of Staples, Inc., filed with the Securities and Exchange Commission.
/s/ Kupferberg, Goldberg & Neimark, LLC
KUPFERBERG, GOLDBERG & NEIMARK, LLC
Chicago, Illinois
March 3, 1999
