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As filed with the Securities and Exchange Commission on July 22, 1998
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OFFICE DEPOT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2663954
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2200 OLD GERMANTOWN ROAD, DELRAY BEACH, FLORIDA 33445
(Address of principal executive offices)
OFFICE DEPOT, INC. LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
MR. BARRY J. GOLDSTEIN
OFFICE DEPOT, INC.
2200 OLD GERMANTOWN ROAD
DELRAY BEACH, FLORIDA 33445
(438) 278-4800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Toni B. Merrick, Esq.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee(2)
- -------------------- ------------- ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, 5,000,000
$.01 par value per shares $35.375 $176,875,000 $52,178.13
share
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to
cover any additional shares of Common Stock which may be issuable
pursuant to the antidilution provisions of the plan.
(2) This calculation is made solely for the purpose of determining the
amount of the registration fee and is made pursuant to Rule 457(h)
based upon the average of the high and low sales prices of the
registrant's Common Stock as reported on the New York Stock Exchange on
July 21, 1998.
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The purpose of this Registration Statement is to reflect the registration
of additional shares of Common Stock to be offered pursuant to the Office Depot,
Inc. Long-Term Equity Incentive Plan (the "Plan").
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION BY REFERENCE
This Registration Statement relates to 5,000,000 shares of
Common Stock, $.01 par value (the "Common Stock"), of Office Depot,
Inc. (the "Company") to be offered pursuant to the Plan. The
registration statement on Form S-8 which was previously filed with the
Securities and Exchange Commission under Registration No. 333-45591 on
February 4, 1998 for shares of the Company's Common Stock to be issued
pursuant to the Plan and its contents are incorporated herein by
reference.
In addition to the documents incorporated by reference to the
foregoing, the following documents filed by the Company with the
Securities and Exchange Commission are incorporated herein by reference
except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information
contained in any subsequently filed document incorporated by reference.
1. Annual Report on Form 10-K for the Fiscal Year ended
December 27, 1997.
2. All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as
amended, since the end of the fiscal period covered by
the Registrant document referred to in (1) above.
3. All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which
indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference in
this Registration Statement and shall be a part hereof
from the date of filing of such documents.
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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 filing 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 City of Delray Beach, State of Florida on July 22, 1998.
OFFICE DEPOT, INC.
By: /s David I. Fuente
-------------------------------
David I. Fuente
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 22, 1998.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
/s/ DAVID I. FUENTE Chairman of the Board and Chief
- --------------------------------- Executive Officer (Principal Executive Officer)
David I. Fuente
/s/ JOHN C. MACATEE President and Chief Operating Officer and
- --------------------------------- Director
John C. Macatee
/s/ BARRY J. GOLDSTEIN Chief Financial Officer and Executive Vice
- --------------------------------- President-Finance (Principal Financial Officer)
Barry J. Goldstein
/s/ CYNTHIA R. COHEN Director
- ---------------------------------
Cynthia R. Cohen
/s/ W. SCOTT HEDRICK Director
- ---------------------------------
W. Scott Hedrick
/s/ JAMES L. HESKETT Director
- ---------------------------------
James L. Heskett
/s/ MICHAEL J. MYERS Director
- ---------------------------------
Michael J. Myers
/s/ FRANK P. SCRUGGS, JR. Director
- ---------------------------------
Frank P. Scruggs, Jr.
/s/ PETER J. SOLOMON Director
- ---------------------------------
Peter J. Solomon
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBIT PAGE
- ------- ---------------------- -----------
<S> <C> <C>
5.1 Opinion of Kirkland & Ellis ___
23.1 Independent Auditors' Consent ___
23.2 Consent of Kirkland & Ellis (contained in their opinion ___
filed as Item 5.1)
</TABLE>
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EXHIBIT 5.1
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To Call Writer Direct
312 861-2000
July 22, 1998
Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, FL 33445
Ladies and Gentlemen:
We have acted as counsel to you (the "Company") in connection
with the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") pertaining to the registration under the Securities Act of 1933 of
an offering of an additional 5,000,000 shares of the Company's Common Stock,
$0.01 par value (the "Registered Shares") pursuant to the Office Depot, Inc.
Long-Term Equity Incentive Plan (the "Plan").
Subject to the limitations stated in this letter, it is our
opinion that Registered Shares issued by the Company for purchase under the Plan
will upon such delivery and receipt by the Company of all consideration owed to
the Company under the terms of the Plan be validly issued, fully paid and
nonassessable.
We have relied without independent investigation upon an
assurance from the Company's Secretary that the number of shares which the
Company is authorized to issue in its Certificate of Incorporation exceeds the
number of shares outstanding and the number of shares which the Company is
obligated to issue (or had otherwise reserved for issuance) for any purposes
other than issuance in connection with options granted under the Plan by at
least the number of shares which may be issued in connection with the Plan, and
we have assumed that such condition will remain true at all future times
relevant to this opinion. We have assumed that the Company will cause
certificates representing Registered Shares issued in the future to be properly
executed and delivered and will take all other actions appropriate for the
issuance of such shares. We express no opinion regarding any shares reacquired
by the Company after initial issuance. Our opinion does not cover any law other
than the Delaware Corporation Law.
We do not find it necessary for the purposes of this opinion,
and accordingly do not purport to cover herein, the application of securities of
"Blue Sky" laws of the various states to the offer or sale of the Registered
Shares.
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Office Depot, Inc.
July 22, 1998
Page 2
We consent to the filing of this letter as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within 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
Securities and Exchange Commission thereunder.
Sincerely yours,
/s/ KIRKLAND & ELLIS
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EXHIBIT 23.1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Office Depot, Inc. on Form S-8 of our report dated February 12, 1998 appearing
in the Annual Report on Form 10-K of Office Depot, Inc. for the year ended
December 27, 1997.
/s/ DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
July 22, 1998
