<PAGE>
As filed with the Securities and Exchange Commission on December 19, 2000
Registration Statement No. 333-31249
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
----------------------
500 STAPLES DRIVE
FRAMINGHAM, MASSACHUSETTS 01702
(508) 253-5000
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)
----------------------
JOHN J. MAHONEY
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
CHIEF ADMINISTRATIVE OFFICER
STAPLES, INC.
500 STAPLES DRIVE
FRAMINGHAM, MASSACHUSETTS 01702
(508) 253-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
COPIES TO:
MARK G. BORDEN, ESQ.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
<PAGE>
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. [ ]
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. [ ]
<PAGE>
DEREGISTRATION OF SECURITIES
Staples, Inc. (the "Registrant") previously issued $200,000,000
principal amount of 7.125% senior notes due 2007 (the "Notes") on Form S-3 (File
No. 333-31249) (the "Registration Statement") which was originally filed with
the Securities and Exchange Commission on July 14, 1997.
The purpose of this Post-Effective Amendment No. 2 to the Registration
Statement is to terminate the Registration Statement and to deregister the
$300,000,000 aggregate principal amount of Debt Securities (as defined in the
Registration Statement) which remain unissued as of such termination.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Framingham,
Massachusetts, on this 19th day of December, 2000.
STAPLES, INC.
/s/ Thomas G. Stemberg
Thomas G. Stemberg
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated above.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/s/ Thomas G. Stemberg Chairman of the Board and Chief Executive Officer
--------------------------------- (Principal Executive Officer)
Thomas G. Stemberg
/s/ Basil L. Anderson Director
---------------------------------
Basil L. Anderson
/s/ Mary Elizabeth Burton Director
---------------------------------
Mary Elizabeth Burton
/s/ W. Lawrence Heisey Director
---------------------------------
W. Lawrence Heisey
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/s/ George J. Mitchell Director
---------------------------------
George J. Mitchell
/s/ James L. Moody, Jr. Director
---------------------------------
James L. Moody, Jr.
/s/ Rowland T. Moriarty Director
--------------------------------
Rowland T. Moriarty
/s/ Robert C. Nakasone Director
--------------------------------
Robert C. Nakasone
/s/ W. Mitt Romney Director
--------------------------------
W. Mitt Romney
/s/ Ronald L. Sargent Director
---------------------------------
Ronald L. Sargent
/s/ Martin Trust Director
---------------------------------
Martin Trust
/s/ Paul F. Walsh Director
---------------------------------
Paul F. Walsh
/s/ Margaret C. Whitman Director
---------------------------------
Margaret C. Whitman
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/s/ John J. Mahoney Executive Vice President, Chief Financial Officer and
------------------------------- Chief Administrative Officer (Principal Financial
John J. Mahoney Officer)
/s/ Patrick Hickey Senior Vice President and Corporate Controller
------------------------------ (Principal Accounting Officer)
Patrick Hickey
</TABLE>
