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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 4, 1996
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OFFICE DEPOT, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 1-10948 59-2663954
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
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2200 Old Germantown Road, Delray Beach, Florida 33445
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 278-4800
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This Report contains 8 pages.
The Exhibit Index is located on page 7.
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ITEM 5. OTHER EVENTS.
Adoption of Stockholder Rights Plan
On September 3, 1996, the Board of Directors of Office Depot, Inc. (the
"Company") authorized the issuance of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company. The distribution is payable to the
stockholders of record at the close of business on September 16, 1996 (the
"Record Date"), and with respect to all Common Shares that become outstanding
after the Record Date and prior to the earliest of the Distribution Date (as
defined below), the redemption of the Rights, the exchange of the Rights, and
the expiration of the Rights (and, in certain cases, following the Distribution
Date). Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of a Junior Participating Preferred Stock, Series
A, par value $.01 per share, of the Company (the "Preferred Shares") at a price
of $95.00 per one one-thousandth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the expiration of the Company's
redemption rights following the date of public disclosure that a person or
group other than certain exempt persons (an "Acquiring Person"), together with
persons affiliated or associated with such Acquiring Person (other than those
that are exempt persons), has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Common Shares (the
"Stock Acquisition Date") or (ii) the tenth business day after the date of
commencement or public disclosure of an intention to commence a tender offer or
exchange offer by a person other than an exempt person if, upon consummation of
the offer, such person could acquire beneficial ownership of 20% or more of the
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced by Common Share certificates
and not by separate certificates. The Rights Agreement provides that, until
the Distribution Date (or earlier redemption, exchange or expiration of the
Rights), the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), new Common Share certificates issued after the Record Date, upon
transfer or new issuance of the Common Shares, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption, exchange or expiration of the Rights) the surrender for
transfer of any certificate for Common Shares, with or without such notation or
a copy of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by
such certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date, and such separate Right Certificates alone will evidence
the Rights.
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The Rights will first become exercisable after the Distribution Date
(unless sooner redeemed or exchanged). The Rights will expire at the close of
business on September 16, 2006 (the "Expiration Date"), unless earlier redeemed
or exchanged by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities, cash or other property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend or distribution on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of
the Preferred Shares of certain rights, options or warrants to subscribe for
Preferred Shares or securities convertible into Preferred Shares at less than
the current market price of the Preferred Shares or (iii) upon the distribution
to holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends out of earnings or retained
earnings) or of subscription rights or warrants (other than those referred to
above). In addition, the Purchase Price payable and the number of Preferred
Shares purchasable, on exercise of a Right is subject to adjustment in the
event that the Company should (i) declare or pay any dividend on the Common
Shares payable in Common Shares or (ii) effect a subdivision or combination of
the Common Shares into a different number of Common Shares.
In the event that a person becomes an Acquiring Person, proper provision
shall be made so that each holder of a Right, other than Rights that are or
were beneficially owned by the Acquiring Person and certain related persons and
transferees (which will thereafter be void), shall thereafter have the right to
receive upon exercise of such Right that number of Common Shares (or other
securities) having at the time of such transaction a market value of two times
the exercise price of the Right. In the event that a person becomes an
Acquiring Person and the Company is involved in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Common Stock is changed or exchanged or in a transaction or transactions
in which 50% or more of its consolidated assets or earning power are sold,
proper provision shall be made so that each holder of a Right (other than such
Acquiring Person and certain related persons or transferees) shall thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right. In addition, the Company's
Board of Directors has the option of exchanging all or part of the Rights
(excluding void Rights) for an equal number of Common Shares in the manner
described in the Rights Agreement.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior to the date
of exercise.
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At any time prior to public disclosure that an Acquiring Person has become
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"), payable in
cash, shares (including fractional shares) of Common Stock or any other form of
consideration deemed appropriate by the Board of Directors. Immediately upon
action of the Board of Directors ordering redemption of the Rights, the ability
of holders to exercise the Rights will terminate and the only rights of such
holders will be to receive the Redemption Price.
At any time prior to public disclosure that an Acquiring Person has become
such, the Board of Directors of the Company may amend or supplement the Rights
Agreement without the approval of the Rights Agent or any holder of the Rights,
except for an amendment or supplement which would change the Redemption Price,
provide for an earlier expiration date of the Rights or change the Purchase
Price. Thereafter, the Board of Directors of the Company may amend or
supplement the Rights Agreement without such approval only to cure ambiguity,
correct or supplement any defective or inconsistent provision or change or
supplement the Rights Agreement in any manner which shall not adversely affect
the interests of the holders of the Rights (other than an Acquiring Person or
an affiliate or associate thereof). Immediately upon the action of the Board
of Directors providing for any amendment or supplement, such amendment or
supplement will be deemed effective.
The Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of $25 per share and 1,000
times the dividend declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to a minimum preferential
liquidation payment equal to the greater of $100 per share and 1,000 times the
payment made per Common Share. Each Preferred Share will have 1,000 votes per
share, voting together with the Common Shares. In the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 1,000 times the amount received per
Common Share.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group other than an exempt person that
attempts to acquire the Company on terms not approved by the Board, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors prior to the time a person or
group other than an exempt person has acquired beneficial ownership of 20% or
more of the Common Shares, because until such time the Rights may generally be
redeemed by the Company at $.01 per Right.
On September 4, 1996, the Company entered into an Agreement and Plan of
Merger with Staples, Inc. ("Staples") and Marlin Acquisition Corp., a
wholly-owned subsidiary of Staples, pursuant to which Marlin Acquisition Corp.
would merge with and into the Company and the Company would become a
wholly-owned subsidiary of Staples (collectively, the "Merger"). Staples
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and its affiliates are exempt persons for purposes of the rights plan, and
therefore will not become Acquiring Persons by virtue of the Merger.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement attached as
Exhibit 4.1, which is incorporated in this Current Report on Form 8-K by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
4.1 Rights Agreement dated as of September 4, 1996 between
Office Depot, Inc. and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, including the form of Certificate
of Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A attached thereto as
Exhibit A, the form of Rights Certificate attached thereto as
Exhibit B and the Summary of Rights attached thereto as
Exhibit C. (Incorporated by reference to the Company's
Registration Statement on Form 8-A, filed with the Commission
on September 6, 1996.)
99.1 Press Release dated September 4, 1996 issued by the Company.
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SIGNATURE
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.
OFFICE DEPOT, INC.
Dated: September 16, 1996 By: /s/ Barry J. Goldstein
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Barry J. Goldstein
Executive Vice
President--Finance, Chief
Financial Officer and
Secretary
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EXHIBIT INDEX
Exhibit No. Description Page No.
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4.1 Rights Agreement dated as of September 4, 1996 between *
Office Depot, Inc. and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, including the form of
Certificate of Designation, Preferences and Rights of
Junior Participating Preferred Stock, Series A attached
thereto as Exhibit A, the form of Rights Certificate
attached thereto as Exhibit B and the Summary of Rights
attached thereto as Exhibit C.
99.1 Press Release dated September 4, 1996 issued by the 8
Company.
* Incorporated by reference to the Company's Registration Statement
on Form 8-A, filed with the Commission on September 6, 1996.
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OFFICE DEPOT NEWSRELEASE
2200 Old Germantown Rd.
Delray Beach, FL 33445
407/278-4800
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CONTACT: Barry Goldstein DATE: September 4, 1996
Executive Vice President/CFO
407/265-4237 FOR IMMEDIATE
RELEASE
OFFICE DEPOT, INC. ADOPTS A PREFERRED
SHARE PURCHASE RIGHTS PLAN
(Delray Beach, FL) -- OFFICE DEPOT, INC. (NYSE: ODP) announced today that its
Board of Directors, at its September 3, 1996 meeting, adopted a Preferred Share
Purchase Rights Plan and declared a dividend distribution to be made to
stockholders of record on September 16, 1996, of one Preferred Share Purchase
Right on each outstanding share of the Company's common stock. Each Right will
entitle stockholders to buy one one-thousandth of a share of a new series of
junior participating preferred stock at an exercise price of $95.00.
The Rights contain provisions which are intended to protect against an
unsolicited attempt to acquire the Company that would not be in the best
interests of the Company and its stockholders. The Company is not aware of any
such attempt at present. The Rights will not be triggered by the proposed
merger with Staples, Inc., which will be treated as an exempt person under the
plan.
The Rights will be exercisable only if a person or group (with certain
exceptions) acquires, or announces a tender offer for, 20% or more of the
Company's common stock. The Company may exchange the Rights for the Company's
common stock on a one-for-one basis at any time after a person or group has
acquired 20% or more of the outstanding stock.
The Company will be entitled to redeem the Rights at $.01 per Right (payable in
cash or common stock of the Company, at the Company's option) at any time before
public disclosure that a 20% position has been acquired. The Rights will expire
on September 16, 2006, unless previously redeemed or exercised. The
distribution of the Rights is not a taxable event to stockholders.
Additional details of the Rights distribution will be provided to the
stockholders.
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