<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1996.
Registration No. 333-7909
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
CORPORATE EXPRESS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Colorado 5112 84-0978360
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code Number)
Organization)
</TABLE>
325 Interlocken Parkway
Broomfield, Colorado 80021
(303) 373-2800
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
JIRKA RYSAVY
Chief Executive Officer
Corporate Express, Inc.
325 Interlocken Parkway
Broomfield, Colorado 80021
(303) 373-2800
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-----------------
Copies to:
JUSTIN P. KLEIN, ESQ.
GERALD J. GUARCINI, ESQ.
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effectiveness of this Registration Statement.
------------------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and are in compliance with
General Instruction G, check the following box. [_]
-----------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
CORPORATE EXPRESS, INC.
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Item Number Location in Prospectus
----------- ----------------------
<S> <C>
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus........ Cover Page of Registration Statement;
Cross Reference Sheet; Outside Front
Cover Page of Proxy Statement and
Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus....... Available Information
3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information..................... Summary; Risk Factors
4. Terms of the Transaction........ Summary; Description of Capital Stock
5. Pro Forma Financial Information. *
6. Material Contacts with the
Company Being Acquired.......... *
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be
Underwriters.................... *
8. Interests of Named Experts and
Counsel......................... Legal Matters
9. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities.. *
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3
Registrants..................... *
11. Incorporation of Certain
Documents by Reference.......... Incorporation by Reference
12. Information with Respect to S-2
or S-3 Registrants.............. *
13. Incorporation of Certain
Documents by Reference.......... Incorporation by Reference
14. Information with Respect to
Registrants Other than S-3
or S-2 Registrants.............. *
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information with Respect to S-3
Companies....................... *
</TABLE>
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission. These securities may not be sold nor may +
+offers to buy be accepted prior to the time the registration statement becomes+
+effective. This prospectus shall not constitute an offer to sell or the +
+solicitation of an offer to buy nor shall there be any sale of these +
+securities in any jurisdiction in which such offer, solicitation or sale +
+would be unlawful prior to registration or qualification under the securities +
+laws of any such jurisdiction. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion; Dated July 22, 1996
PROSPECTUS
- ----------
CORPORATE EXPRESS INC.
14,000,000 SHARES OF COMMON STOCK
This Prospectus covers 14,000,000 shares of Common Stock, par value
$.0002 per share, of Corporate Express, Inc. (the "Company" or "Corporate
Express") which the Company may issue from time to time in connection with its
direct and indirect acquisition of securities and assets of other businesses.
The Company expects that the terms upon which it may issue the shares will be
determined through negotiations with the shareholders or principal owners of the
businesses whose securities or assets are acquired. It is expected that the
shares that are issued will be valued at prices reasonably related to market
prices for the Common Stock prevailing either at the time an acquisition
agreement is executed or at the time an acquisition is consummated. In addition,
the Company may issue shares in satisfaction of currently outstanding or as yet
unissued notes or warrants of the Company which have been or may be issued in
connection with acquisitions, which notes or warrants are convertible into or
exercisable for shares of Common Stock of the Company.
The Company's Common Stock is traded on the Nasdaq National Market
("Nasdaq") under the symbol "CEXP." Application will be made to list the shares
offered hereby on Nasdaq. The last reported sale price of the Common Stock on
Nasdaq on July 19, 1996 was $33.38 per share.
All expenses of this offering will be paid by the Company. No
underwriting discounts or commissions will be paid in connection with the
issuance of shares, although finder's fees may be paid with respect to specific
acquisitions. Any person receiving a finder's fee may be deemed to be an
underwriter within the meaning of the Securities Act of 1933, as amended.
THE SECURITIES TO WHICH THIS PROSPECTUS RELATES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July ___, 1996.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given of made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer of any securities
other than the registered securities to which it relates or an offer to any
person in any jurisdiction where it is unlawful to make such offer. The delivery
of this Prospectus at any time shall not, under any circumstances, create any
implication that there has not been any change in the facts set forth in this
Prospectus of the affairs of the Company since the date hereof.
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
Page
----
Available Information ............................................ 2
Incorporation of Certain Documents by Reference .................. 3
Summary .......................................................... 4
Recent Developments .............................................. 5
Important Factors Regarding Forward-Looking Statements ........... 7
Selected Consolidated Financial Data ............................. 8
Risk Factors .................................................... 10
Securities Covered by this Prospectus ........................... 14
Price Range of Common Stock ..................................... 15
Dividend Policy ................................................. 15
Description of Capital Stock .................................... 16
Legal Matters ................................................... 18
Experts ......................................................... 18
</TABLE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 with respect to the Common
Stock offered hereby. This Prospectus, which is included as part of the
Registration Statement, does not contain all the information contained in the
Registration Statement, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits and schedules
thereto.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and its regional offices located at 7 World Trade Center, Suite 1300,
New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials can be
obtained at prescribed rates from the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549.
________________________
Corporate Express(R) is a registered service mark of the Company.
________________________
As used in this Prospectus, "fiscal 1991," "fiscal 1992," "fiscal
1993," "fiscal 1994," "fiscal 1995" and "fiscal 1996" refer to the Company's
fiscal years ended or ending February 29, 1992, February 29, 1993, February 28,
1994, February 25, 1995, March 2, 1996 and March 1, 1997, respectively. All
information regarding the Company in this Prospectus has been adjusted to
reflect a one-for-two reverse stock split on August 29, 1994 and a 50% share
dividend distributed on June 21, 1995.
1
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the year ended
March 2, 1996, as amended by the Form 10-K/A filed on
July 10, 1996;
(ii) the Company's Current Report on Form 8-K/A filed on June 19,
1996; and
(iii) the Company's Proxy Statement dated July 9, 1996 for its 1996
Annual Meeting of Shareholders.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of the documents referred to above, excluding exhibits thereto. Requests should
be made to: Corporate Express, Inc., 325 Interlocken Parkway, Broomfield,
Colorado 80021, Attention: Secretary. The Company's telephone number is (303)
373-2800.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
3
<PAGE>
- --------------------------------------------------------------------------------
SUMMARY
The information contained in this summary is qualified in its
entirety by, and should be read in conjunction with, the detailed information
and financial statements, including the notes thereto, appearing elsewhere in
this Prospectus or incorporated herein by reference.
Corporate Express is a leading provider of office products and
services to large corporations. Since 1991, Corporate Express has expanded
through acquisitions from a regional operation in Colorado to operations
throughout the United States, Canada, the United Kingdom, Australia and New
Zealand. Corporate Express believes it has developed a substantially different
business model from traditional contract stationers, defining itself as a
"Corporate Supplier" which provides a broad array of non-production goods and
services to its customers while reducing overall procurement costs and providing
a high level of customer service. The Company's current offering includes office
supplies, computer and imaging supplies, computer software, office furniture,
forms management, printing, same-day local delivery service and distribution
logistics management. Corporate Express markets to its existing and prospective
customers through a direct sales force and fulfills its products and services
through over 400 locations and a fleet of over 7,000 owned or contracted
vehicles.
The Company's target customers are large corporations with over 100
employees. The Company believes that these large corporations increasingly are
seeking to reduce the cost of procuring non-production goods and services and
decrease the time and effort spent managing functions that are not considered
core competencies. To that end, corporations are seeking to reduce the number of
their suppliers in order to eliminate the internal costs associated with
multiple invoices, deliveries, ordering procedures, uneven service levels and
inconsistent product availability. Many large corporations operate from multiple
locations and can benefit from selecting a single supplier who can service them
nationally or internationally.
In many non-production goods and services sectors, including office
products and same-day local delivery, competition is often highly fragmented and
consists primarily of smaller local or regional providers. The Company believes
that the desire of large corporations to reduce their number of suppliers to a
small group of reliable and cost-effective partners will lead to a further
consolidation of currently fragmented sectors, as well as initiate
consolidations between sectors where the ultimate requirement will be the
ability to meet customers' needs rather than to supply a particular product or
service.
The Company's Corporate Supplier strategy is designed to reduce its
customers' total costs and the internal effort necessary to manage the
procurement of non-production goods and services. The Company believes that its
target customers value a high level of service including account relationship
managers, delivery services and customized pricing, electronic interfaces,
reporting formats and product catalogs. Corporate Express' broad product and
service offering permits the Company to reduce the procurement costs its
customers incur in dealing with multiple vendors while servicing customers'
broad geographical service and delivery requirements.
- --------------------------------------------------------------------------------
4
<PAGE>
- --------------------------------------------------------------------------------
Corporate Express also seeks to continually reduce its merchandise and
operating costs which should permit it to offer its customers lower prices. By
purchasing most of its products directly from manufacturers in large volumes and
limiting the number of manufacturers represented in its In-Stock Catalog and
other specialty catalogs, Corporate Express is increasingly able to earn volume
discounts and advertising allowances from its vendors. Corporate Express
believes its computer systems represent a key strategic advantage which
differentiates the Company from its competitors and permits it to achieve cost
savings, provide superior customer service and centrally manage its operations.
The Company historically has grown and intends to continue to grow in
the future through a combination of acquisitions and internal growth. The
Company plans to increase sales to existing customers by cross-selling its
expanded product and service offering and developing existing customers into
international, national or multi-regional accounts. Corporate Express seeks to
gain new customers, including national and international accounts, through the
marketing efforts of its direct sales force and through acquisitions of other
suppliers and companies offering complementary products and services. Further,
the recent merger with U.S. Delivery Systems, Inc. ("Delivery") has expanded the
Company's delivery capabilities and geographic coverage in the United States and
Corporate Express intends to develop sales efforts in these new geographic
areas. In addition, the Company may open additional satellite sales offices and
distribution breakpoints to serve new accounts and to continue to add new
product and service capabilities.
In order to better service its multi-national customers and to take
advantage of the fragmented nature of many international markets, Corporate
Express has devoted substantial resources to expanding outside of the United
States, principally through acquisitions. The Company has acquired or made
investments in companies in Canada and Australia in fiscal 1995, and the United
Kingdom, New Zealand and Germany in fiscal 1996. The Company plans to enter
additional international markets in the future. Over time, the Company plans to
implement appropriate aspects of the Corporate Supplier business model in its
international operations, including creating in-stock catalogs, consolidating
warehouses, upgrading information systems, acquiring companies offering
complementary products and services and focusing on larger customers and
national and international accounts.
The Company was incorporated under the laws of Colorado in 1985. The
Company operates its business through various subsidiaries. The Company's
executive offices are located at 325 Interlocken Parkway, Broomfield, Colorado
80021, and its telephone number is (303) 373-2800.
RECENT DEVELOPMENTS
Acquisition Activity. Since the beginning of fiscal 1996, the Company
has completed 29 acquisitions, which acquisitions included 25 office products
companies, three delivery companies and one software reseller. Of these
acquisitions, 16 were in the United States, two were in Canada, three were in
the United Kingdom, four were in Australia, three were in New Zealand, and one
was in Germany. The largest of the Company's completed acquisitions in fiscal
1996 closed on May 15, 1996, which acquisition was effective as of
April 22, 1996, when the Company acquired all of the outstanding capital stock
of ASAP Software Express, Inc. ("ASAP"), a direct reseller of computer software
based in Buffalo Grove, Illinois. The purchase price for the acquisition was
approximately $98 million. For its most recently completed fiscal year ended
December 31, 1995, ASAP had revenues and net income of approximately $158
million and $10 million, respectively. On June 19, 1996, the Company filed with
the Commission a report on Form 8-K/A containing information (including
financial statements) relating to the ASAP acquisition.
- --------------------------------------------------------------------------------
5
<PAGE>
Announcement of Revised Results. After reviewing certain costs in
accordance with its established policies relating to accounting for past
acquisitions, the Company revised its accounting and reclassified certain costs
from accrued purchase costs to warehouse assimilation costs which is now
reported in warehouse operating and selling expenses. These adjustments resulted
in an increase in reported expenses affecting net income by $0.87 million and
$1.26 million in the second and third quarters of fiscal 1995, respectively. On
June 14, 1996, the Company filed with the Commission amended quarterly reports
to reflect these changes. In addition, on June 14, 1996, the Company announced
that it had reduced the fiscal 1995 fourth quarter merger and other nonrecurring
charges by $5.5 million to $42.8 million, of which $6.0 million was associated
with changes in the Company's product offering and has been reclassified to a
merger-related provision as part of cost of goods sold. These adjustments
resulted in an increase in net income by $3.6 million for the fourth quarter of
fiscal 1995. The net result of all of the above changes was an increase in net
income for fiscal 1995 to $2.7 million, up from the $1.2 million previously
announced in a press release.
First Quarter 1996 Results. The Company announced sales of $500.6
million for the first fiscal quarter ended June 1, 1996, compared to sales of
$330.4 million in the first quarter of fiscal 1995. Net income and earnings per
share for the first quarter of fiscal 1996 were $9.6 million and $.13,
respectively, compared to $6.5 million and $.10, respectively, for the first
quarter of fiscal 1995.
Corporate Reorganization. As of June 18, 1996, the Company consummated
a reorganization pursuant to which the Company formed CEX Holdings, Inc., a
wholly-owned subsidiary organized under the laws of Colorado ("CEX Holdings"),
and contributed substantially all of its assets, including the capital stock of
all operating subsidiaries, and assigned substantially all of its liabilities,
to CEX Holdings. CEX Holdings is the sole subsidiary of the Company. The Company
believes that the reorganization will enable the Company to achieve certain tax
advantages, provide the Company more flexibility to engage in certain financing
transactions and allow the Company to better manage its operating subsidiaries.
Convertible Note Offering. On June 24, 1996, the Company consummated
an offering of $325,000,000 principal amount of 4 1/2% Convertible Notes due
July 1, 2000 (the "Notes") to certain qualified institutional buyers,
institutional accredited investors and non-U.S. persons (the "Note Offering").
The Note Offering was conducted pursuant to Rule 144A, Regulation D and
Regulation S under the Securities Act. The Notes will be convertible into shares
of Common Stock of the Company at a conversion price of $50.00 per share,
subject to certain adjustments. The Notes are general unsecured obligations of
the Company which will rank pari passu with the Company's other unsecured
obligations and general liabilities, including trade payables, and are
effectively subordinated to all of the liabilities of the Company's
subsidiaries. Neither the indenture governing the Notes nor the Notes limit the
Company's or any subsidiary's right to incur secured or unsecured indebtedness.
6
<PAGE>
- --------------------------------------------------------------------------------
IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS
Some of the information presented in this Prospectus constitutes forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Although the Company believes that its expectations are
based on reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results of the
Company's operations will not differ materially from its expectations. Factors
which could cause actual results to differ from expectations include, among
others, uncertainties related to integrating recent acquisitions, uncertainties
relating to the Company's new product and service offerings, uncertainties
related to future domestic and international acquisitions, uncertainties related
to the Company's systems and proprietary software, uncertainties related to
legislation with respect to independent contract drivers, uncertainty of whether
the Company's activities will continue to be successful, and uncertainties
related to competition and the demand for the products and services offered for
by the Company. Specific reference is made to the risks and uncertainties
described under "Risk Factors."
- --------------------------------------------------------------------------------
7
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for fiscal 1995, fiscal
1994 and fiscal 1993 have been derived from the Company's consolidated financial
statements which have been audited by independent auditors. The selected
consolidated financial data for fiscal 1992 and fiscal 1991 is derived from
unaudited consolidated financial statements. The unaudited consolidated
financial statements have been prepared on the same basis as the audited
consolidated financial statements and, in the opinion of management, contain all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation of the financial position and results of operations for these
periods. The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements of the Company contained
in the Company's Annual Report on Form 10-K for the fiscal year ended March 2,
1996.
<TABLE>
<CAPTION>
Fiscal Year
-----------
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
(In thousands, except per share and operating data)
<S> <C> <C> <C> <C> <C>
Statements of Operations Data:(1)
Net sales $1,590,104 $ 927,918 $ 337,094 $ 237,473 $ 195,783
Cost of sales(2) 1,173,255 681,962 254,698 175,309 144,418
Merger related inventory provisions (3) 5,952 -- 1,146 -- --
---------- ---------- ---------- ---------- ----------
Gross profit 410,897 245,956 81,250 62,164 51,365
Warehouse operating and selling expenses 297,275 188,464 69,851 49,383 38,489
Corporate general and administrative expenses 46,980 23,852 8,690 7,139 5,088
Merger and other nonrecurring charges (4) 36,838 -- 1,928 2,592 --
---------- ---------- ---------- ---------- ----------
Operating profit 29,804 33,640 781 3,050 7,788
Interest expense, net 15,396 15,610 4,463 4,087 5,109
Other expenses (income) (5) (724) (352) (126) 1,737 480
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes 15,132 18,382 (3,556) (2,774) 2,199
Income tax expense 10,952 6,164 1,894 947 1,326
---------- ---------- ---------- ---------- ----------
Income (loss) before minority interest 4,180 12,218 (5,450) (3,721) 873
Minority interest 1,436 69 152 -- --
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations 2,744 12,149 (5,602) (3,721) 873
Income (loss) from discontinued operations (6) -- -- 138 (4,571) (435)
---------- ---------- ---------- ---------- ----------
Income (loss) before extraordinary item 2,744 12,149 (5,464) (8,292) 438
Extraordinary item (7) -- 586 (1,169) -- --
---------- ---------- ---------- ---------- ----------
Net income (loss) $ 2,744 $ 12,735 $ (6,633) $ (8,292) $ 438
========== ========== ========== ========== ==========
Per common share:
Income (loss) from continuing operations $ .04 $ .24 $ (.21)
========== ========== ==========
Net income (loss) $ .04 $ .25 $ (.25)
========== ========== ==========
Shares used to compute per share amounts 68,057 49,195 32,265
========== ========== ==========
Balance Sheet Data: (1)
Working capital $ 217,243 $ 131,202 $ 68,084 $ 25,560 $ 21,061
Total assets 910,523 568,161 387,477 108,811 83,682
Long-term debt and capital lease obligations 137,468 166,427 161,881 38,576 39,339
Shareholders' equity and redeemable preferred(8) 496,514 240,470 100,045 25,528 14,502
- --------------------
</TABLE>
8
<PAGE>
(1) The Delivery acquisition (effective March 1, 1996), the acquisition of
Richard Young Journal, Inc. ("Young") (effective February 27, 1996) and the
acquisition of Lucas Bros., Inc. ("Lucas") (effective November 30, 1993)
were accounted for as poolings of interests and, accordingly, the Delivery,
Young and Lucas accounts and results are included for all periods
presented.
(2) Cost of sales includes occupancy and delivery expenses.
(3) Reflects the write-down to market value of certain inventory which the
Company has decided to eliminate from its product line in connection with
the Delivery, Young and Lucas mergers.
(4) Merger and other nonrecurring charges relate primarily to the mergers with
Delivery and Young in fiscal 1995 and Lucas in fiscal 1993 and include,
among other things, costs to complete the acquisitions, merging and closing
redundant facilities, and centralizing certain administrative functions.
(5) Includes a write-off of $1.2 million of investments in fiscal 1992.
(6) In November 1990, Corporate Express made a strategic decision to close all
of its retail operations and, in February 1993, Lucas adopted a plan to
discontinue its retail operations.
(7) Reflects extraordinary loss related to a write-off of an unamortized
discount on debt in fiscal 1993 and extraordinary gain related to the
repurchase by the Company of $10 million principal amount of Notes in
fiscal 1994.
(8) Redeemable preferred was converted to common stock in fiscal 1994.
9
<PAGE>
RISK FACTORS
In addition to other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the Common
Stock.
Rapid Expansion; Integration of Acquisitions; Dependence on Acquisitions
for Future Growth. Through numerous acquisitions completed since 1991, Corporate
Express significantly increased the scope of its operations from a regional
operation in Colorado to operations throughout the United States, Canada, the
United Kingdom, Australia and New Zealand. The majority of these acquisitions
have occurred within the past two years. To date in fiscal 1996, the Company
(through its subsidiaries including Young and Delivery) has completed 29
acquisitions. In fiscal 1995, the Company completed 51 acquisitions. In fiscal
1994, the Company completed 26 acquisitions. There can be no assurance that
Corporate Express' management and financial controls, personnel, computer
systems and other corporate support systems will be adequate to manage the
increase in the size and scope of Corporate Express' operations and acquisition
activity.
An important part of Corporate Express' strategy is to integrate its
acquisitions in North America into its operations and implement the Corporate
Express business model. The Company has not fully implemented the Corporate
Express business model in many of its North American regions, which regions
generally are not performing as favorably as the regions in which the Corporate
Express business model has been implemented. In addition, there can be no
assurance that Corporate Express will be able to implement key aspects of the
Corporate Express business model in a timely manner without substantial costs,
delays, or other problems. Recent acquisitions may not achieve sales,
profitability or asset productivity commensurate with Corporate Express' more
mature regions. In addition, acquisitions involve a number of special risks,
including adverse short-term effects on Corporate Express' reported operating
results, the diversion of management's attention, the dependence on retention,
hiring and training of key personnel, the amortization of acquired intangible
assets and risks associated with unanticipated problems or legal liabilities,
some or all of which could have a material adverse effect on the Company's
operations and financial performance.
A major element of Corporate Express' business strategy is to continue to
pursue acquisitions that either expand or complement its business in new or
existing regions. Acquisitions have constituted, and the Company expects that
acquisitions will continue to constitute in the future, a principal component of
growth in revenue and operating income. There can be no assurance that Corporate
Express will be able to identify and acquire acceptable acquisition candidates
on terms favorable to it and in a timely manner to the extent necessary to
fulfill its expansion plans. A substantial portion of Corporate Express' capital
resources could be used for these acquisitions. Consequently, the Company may
require additional debt or equity financing for future acquisitions, which
additional financing may not be available on favorable terms, if at all. The
failure to complete acquisitions and continue its expansion could have a
material adverse effect on Corporate Express' financial performance. As the
Company proceeds with its acquisition strategy, it will continue to encounter
the risks associated with the integration of acquisitions described above.
10
<PAGE>
International Expansion. The Company acquired or made investments in
companies in Canada and Australia in calendar 1995 and the United Kingdom and
New Zealand in calendar 1996. In addition, the Company recently entered Germany
and plans to enter additional international markets in the future. Over time,
the Company plans to implement appropriate aspects of the Corporate Supplier
business model in its international operations, including creating in-stock
catalogs, consolidating warehouses, upgrading information systems, acquiring
companies offering complementary products and services and focusing on larger
customers and national and international accounts. Expansion into international
markets may involve additional risks relating to implementing key aspects of the
Corporate Express business model, as well as risks relating to currency exchange
rates, new and different legal, tax, accounting and regulatory requirements,
difficulties in staffing and managing foreign operations, operating difficulties
and other factors. Due to a review of competition in the Australian office
products market by the Australian Competition and Consumer Commission, future
acquisitions of office products suppliers by the Company's majority-owned
subsidiary, Corporate Express Australia, may be subject to heightened regulatory
scrutiny.
Expanded Product and Service Offering. In recent months, the Company has
significantly expanded its product and service offering through the acquisition
of Young, a computer products distributor, Delivery, a same-day local delivery
company, and ASAP, a direct reseller of computer software and provider of
related services. Certain complementary products now offered by the Company,
such as computer software, have lower gross profit margins than the products
traditionally sold by the Company. The Company intends to continue to make
additions to its product and service offering in the future. Moreover, the
addition by the Company to its product and service offering presents certain
risks and uncertainties involving the Company's relative unfamiliarity with
these new products and services and the market for such new products and
services. There can be no assurance that the Company will be successful in
developing or integrating these or other additions, or that its existing
customers will accept such additions, to the products and services currently
offered by the Company.
Dependence on Systems. During April 1996, Corporate Express began the
implementation of a new 3.0 release of its "ISIS" computer software which is
being developed to incorporate three-tier client/server architecture that is
expected to permit customers and suppliers to better communicate with Corporate
Express. ISIS is intended to give Corporate Express the ability to more readily
customize its product offering, operating procedures and customer services. This
is expected to give Corporate Express the ability to integrate various product
and service offerings, enabling it to reduce procurement costs for its customers
and add value as a service provider. There can be no assurance that the
Company's goals with respect to the systems will be attained. Pending full
introduction of the ISIS upgrades, which may take in excess of 24 months to
complete in North America, various of the Company's operations will be dependent
upon different hardware or software operating systems which may be costly to
maintain or integrate. Further, the Company anticipates that ongoing
modifications to its computer systems such as the introduction of the new
release of ISIS will continue to be made in the future and such modifications
may cause disruptions in operations, delay the integration of acquisitions, or
cost more to design, implement or operate than currently budgeted. Any such
disruptions, delays or costs could have a material adverse effect on the
Company's operations and financial performance.
11
<PAGE>
Although Corporate Express uses computers which have been reliable to
date, it does not currently have redundant computer systems or redundant
dedicated communication lines linking one of its computers to each regional
warehouse. Corporate Express has taken precautions to protect itself from events
that could interrupt its operations, including back-up power supplies that allow
its computer system to function in the event of a power outage, off-site storage
of back-up data, fire protection, physical security systems and an early warning
detection and fire extinguishing system. Notwithstanding these precautions,
there can be no assurance that a fire, flood or other natural disaster affecting
Corporate Express' system or its dedicated communication line would not disable
the system or prevent the system from communicating with the regional
warehouses. The occurrence of any of these events could have a material adverse
effect on the Company's operations and financial performance.
Substantial Competition. Corporate Express operates in a highly
competitive environment. The Company's principal competitors in North America
for office supplies and computer products are regional and national contract
stationers, including the contract stationer operations of office products
superstores, large direct resellers, privately-held companies that generally
operate in only one location, and distributors of business software for personal
computers. In the delivery services sector, the Company also has numerous
competitors. Certain of these competitors have financial or other capabilities
which may be equal to or greater than the Company's and others which provide
different types or levels of service.
Each of the Company's major product and service categories are within
fragmented industries which are currently experiencing a trend toward
consolidation. Certain of the Company's competitors have greater financial
resources than Corporate Express. In addition, there may be increasing
competition for acquisition candidates and there can be no assurance that
acquisitions will continue to be available on favorable terms, if at all.
Fluctuations in Quarterly Operating Results. Corporate Express' product
distribution business is subject to seasonal influences. In particular, net
sales and profits in the United States and Canada are typically lower in the
three months ending in late August due to lower levels of business activity
during the summer months. Because cost of sales includes delivery and occupancy
expenses, gross profit as a percentage of net sales may be impacted by seasonal
fluctuations in net sales and the acquisition of less efficient operations.
Quarterly results may be materially affected by the timing of acquisitions and
the timing and magnitude of acquisition assimilation costs. Therefore, the
operating results for any three-month period are not necessarily indicative of
the results that may be achieved for any subsequent fiscal quarter or for a full
fiscal year.
Dependence on Key Management. Corporate Express' success will continue to
depend to a significant extent on its executive officers and other key
management. Corporate Express has entered into employment agreements with
certain executive officers. There can be no assurance that Corporate Express
will be able to retain its executive officers and key personnel or attract
additional qualified members of management in the future. In addition, the
success of certain of Corporate Express' acquisitions may depend, in part, on
Corporate Express' ability to retain management personnel of the acquired
companies. The loss of the services of any key managers could have a material
adverse effect upon Corporate Express' business.
12
<PAGE>
Possible Volatility of Stock Price. The market price of the Company's
Common Stock has been and can be expected to continue to be subject to
significant fluctuations caused by variations in quarterly operating results,
litigation involving the Company, announcements by the Company or its
competitors, general conditions in the office products and services industry and
other factors. Since the beginning of fiscal 1996, the Common Stock has traded
in the range of $28.88 to $46.75. The stock market in recent years has
experienced extreme price and volume fluctuations that often have been unrelated
or disproportionate to the operating performance of publicly traded companies.
These broad fluctuations may adversely affect the market price of the Common
Stock.
13
<PAGE>
SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus covers shares of Common Stock which the Company may
issue from time to time in connection with its direct and indirect acquisition
of securities and assets of other businesses. The Company expects that the terms
upon which it may issue the shares will be determined through negotiations with
the shareholders or principal owners of the businesses whose securities or
assets are acquired. It is expected that the shares that are issued will be
valued at prices reasonably related to market prices for the Common Stock
prevailing either at the time an acquisition agreement is executed or at the
time an acquisition is consummated. In addition, the Company may issue shares in
satisfaction of currently outstanding or as yet unissued notes or warrants of
the Company which have been or may be issued in connection with acquisitions,
which notes or warrants are convertible into or exercisable for shares of Common
Stock of the Company.
With the consent of the Company, this Prospectus may also be used by
persons who have received or will receive from the Company shares of Common
Stock covered by this Prospectus and who may wish to sell such stock under
circumstances requiring or making desirable its use. In addition, this
Prospectus may be used, with the Company's consent, by pledgees, donees, or
assignees of such persons. The Company's consent to any such use may be
conditioned upon such persons' agreeing not to offer more than a specified
number of shares following supplements or amendments to this Prospectus, which
the Company may agree to use its best efforts to prepare and file at certain
intervals. The Company may require that any such offering be effected in an
organized manner through securities dealers.
Sales by means of this Prospectus may be made from time to time
privately at prices to be individually negotiated with the purchasers, or
publicly through transactions in the over-the-counter market (which may involve
block transactions), at prices reasonably related to market prices at the time
of sale or at negotiated prices. Broker-dealers participating in such
transactions may act as agent or as principal and, when acting as agent, may
receive commissions from the purchasers as well as from the sellers (if also
acting as agent for the purchasers). The Company may indemnify any broker-dealer
participating in such transactions against certain liabilities, including
liabilities under the Securities Act. Profits, commissions, and discounts on
sales by persons who may be deemed to be underwriters within the meaning of the
Securities Act may be deemed underwriting compensation under the Securities Act.
Shareholders may also offer shares of stock covered by this Prospectus
by means of prospectuses under other registration statements or pursuant to
exemptions from the registration requirements of the Securities Act, including
sales which meet the requirements of Rule 144 or Rule 145(d) under the
Securities Act, and shareholders should seek the advice of their own counsel
with respect to the legal requirements for such sales.
This Prospectus may be supplemented or amended from time to time to
reflect its use for resales by persons who have received shares of Common
Stock for whom the Company has consented to the use of this Prospectus in
connection with such resales.
14
<PAGE>
PRICE RANGE OF COMMON STOCK
The Common Stock is traded on Nasdaq under the symbol "CEXP." The following
table sets forth the high and low sales prices for the Common Stock from
September 23, 1994, the date of the Company's initial public offering, through
July 19, 1996.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
1994
- ----
Third Quarter (from September 23, 1994)................ $15.83 $12.83
Fourth Quarter......................................... 17.50 11.00
1995
- ----
First Quarter.......................................... $20.00 $15.33
Second Quarter......................................... 25.75 19.00
Third Quarter.......................................... 29.88 20.00
Fourth Quarter......................................... 31.63 23.13
1996
- ----
First Quarter.......................................... $42.25 $28.88
Second Quarter (through July 19, 1996).................. 45.81 32.75
</TABLE>
On July 19, 1996, the closing sale price of the Common Stock on Nasdaq
was $33.38 per share. On July 19, 1996, there were approximately 570
shareholders of record of Common Stock.
DIVIDEND POLICY
Corporate Express has not paid cash dividends since its inception. It is
anticipated that Corporate Express will retain all earnings for use in the
expansion of the business and therefore does not anticipate paying any cash
dividends in the foreseeable future. Any future payment of dividends will be at
the discretion of the Corporate Express Board of Directors and will depend upon,
among other things, earnings, financial condition, capital requirements, level
of indebtedness, contractual restrictions with respect to the payment of
dividends and other relevant factors. Corporate Express' senior credit facility
(the "Senior Credit Facility") prohibits the distribution of dividends without
the prior written consent of the lenders. Additionally, the indenture (the
"Indenture") governing Corporate Express' 9 1/8% Senior Subordinated Notes (the
"Notes") prohibits any dividend which would cause a default under the Indenture
or which would cause the failure to comply with certain financial covenants.
15
<PAGE>
DESCRIPTION OF CAPITAL STOCK
General
The Company is authorized to issue 100,000,000 shares of common stock,
par value $.0002 per share, 25,000,000 shares of preferred stock, par value
$.0001 per share (the "Preferred Stock") and 3,000,000 shares of nonvoting
common stock, par value $.0002 per share. All outstanding shares of Common Stock
are fully paid and nonassessable. As of July 19, 1996, there were approximately
69,700,000 shares of Common Stock outstanding and no shares of Preferred Stock
or nonvoting common stock outstanding.
The following summary description of the Company's capital stock does not
purport to be complete and is subject to and qualified in its entirety by the
description of the Company's capital stock contained in the Articles of
Amendment and Restatement, a copy of which has been filed with the Commission.
Reference is made to the Articles for a detailed description of the provisions
summarized below.
Common Stock
Each holder of Common Stock is entitled to one vote for each share owned
of record on all matters submitted to the vote of shareholders. There are no
cumulative voting rights. Accordingly, the holders of a majority of the shares
voting for the election of directors can elect all the directors if they choose
to do so, subject to voting rights, if any, of holders of Preferred Stock, if
any, to elect directors. Subject to preferences that may be applicable to any
Preferred Stock that may be issued in the future and the restrictions on payment
of dividends imposed by credit facilities and other agreements, the holders of
Common Stock will be entitled to such dividends as may be declared from time to
time by the Board of Directors from funds legally available therefor and will be
entitled, after payment of all prior claims, to receive, on a pro rata basis,
all assets of Corporate Express upon its liquidation, dissolution or winding up.
The Common Stock is not redeemable, does not have any conversion rights and is
not subject to call. Holders of shares of the Common Stock generally have no
preemptive rights to maintain their respective percentage of ownership in future
offers and sales of stock by the Company. The rights, preferences and privileges
of holders of Common Stock are subject to the rights, preferences and privileges
of any Preferred Stock which may be issued in the future.
The Common Stock is listed on the Nasdaq National Market and trades under
the symbol "CEXP".
Nonvoting Common Stock
Corporate Express, J.P. Morgan and certain other designated shareholders
are parties to Recapitalization Agreements dated as of December 3, 1991 and
August 29, 1992, pursuant to which J.P. Morgan, or any transferee of J.P.
Morgan, may exchange its voting shares of Corporate Express' capital stock for
nonvoting shares of the same number and class to comply with regulatory
constraints. If such exchange rights are exercised, the voting shares held by
J.P. Morgan, or its transferee, would be exchanged for an equal number of shares
of nonvoting common stock. The rights of any holder of
16
<PAGE>
nonvoting common stock, if issued, would be identical to the rights of the
holders of Common Stock, except that there would be no voting rights with
respect to the nonvoting common stock. No shares of nonvoting common stock have
been issued.
Preferred Stock
None of Corporate Express' authorized Preferred Stock is issued or
outstanding. The Corporate Express Board of Directors is authorized to divide
the Preferred Stock into one or more series and to determine the preferences and
rights and the qualifications, limitations or restrictions thereof, including
any dividend rights, conversion rights, voting rights, redemption rights,
liquidation preferences, sinking fund provisions, the number of shares
constituting the series and the designation of such series. The Company's Board
of Directors may, without shareholder approval, issue Preferred Stock with
voting and other rights that could adversely affect the voting power of the
holders of Common Stock and could have certain anti-takeover effects. Corporate
Express has no present plans to issue any shares of Preferred Stock.
Registration Rights of Certain Holders
The holders of certain shares of Common Stock (the "Registrable
Securities"), or their transferees, are entitled to certain rights with respect
to the registration under the Securities Act of their shares. These rights are
provided under the terms of agreements between the Company and the holders of
Registrable Securities. Whenever the Company proposes to register any shares of
Common Stock, it is required to give notice to the holders of Registrable
Securities and to include their shares of Common Stock in the registration
statement ("Piggyback Registration Rights"). A holder's Piggyback Registration
Rights are subject to certain conditions, including the ability of the
underwriters for a public offering to limit the number of shares included in the
offering or to exclude certain Registrable Securities from the offering. Subject
to certain limitations in the agreements, the holders of certain Registrable
Securities are also entitled, on no more than two occasions (three occasions, in
limited circumstances), to require that the Company use its reasonable best
efforts to file a registration statement under the Securities Act, at Company
expense, covering the registration of the Registrable Securities. All
registration expenses, other than the fees of the holder's own counsel and any
transfer taxes and underwriting discounts and commissions, incurred in
connection with a registration of the Registrable Securities required by the
holder shall be borne by the Company. The Company will indemnify the holder
against all claims resulting from any untrue statement of a material fact or
material omission made in connection with any registration statement covering
the Registrable Securities.
Information Rights
Corporate Express is obligated to provide certain holders of Common Stock
and warrants exercisable for Common Stock, with copies of all proxy statements,
registration statements, publicly filed notifications, information provided to
security holders of Corporate Express or the financial community generally, and
a detailed budget for each fiscal year.
17
<PAGE>
Limitations on Directors' Liabilities and Indemnification
As permitted by the Colorado Business Corporation Act, the Articles and
By-Laws provide that no director or officer will be liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director or
officer, except for liability (i) for any breach of the director's or officer's
duty of loyalty to the Company or its shareholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases, and (iv) for any transaction from which the director
or officer derives an improper personal benefit. The effect of this provision is
to eliminate the rights of Corporate Express and its shareholders to recover
monetary damages against a director or officer for breach of the fiduciary duty
of care as a director or officer (including breaches resulting from negligent or
grossly negligent behavior), except in the situations described in clauses (i),
(ii), (iii) and (iv) above. This provision does not limit or eliminate the
rights of Corporate Express or any shareholder to seek non-monetary relief such
as an injunction or rescission in the event of a breach of a director's or
officer's duty of care. The Articles of Amendment and Restatement and By-Laws
also provide that Corporate Express shall, to the fullest extent permitted by
law, indemnify and advance expenses to each of its currently acting and former
directors and officers and may indemnify and advance expenses to each of its
currently acting and former employees and agents. Corporate Express has entered
into agreements to provide indemnification for its directors and certain
officers consistent with the Articles of Amendment and Restatement and By-Laws
and has obtained director's and officer's liability insurance.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
Corporate Express by Ballard Spahr Andrews & Ingersoll, Philadelphia,
Pennsylvania.
EXPERTS
The consolidated financial statements and financial statement schedule of
Corporate Express, Inc. included in the Form 10-K have been audited by Coopers &
Lybrand L.L.P., independent accountants, as set forth in their report included
therein. In their report, that firm states that with respect to Corporate
Express of the East, Inc. (formerly Corporate Express of Delaware, Inc.) and
subsidiaries, its opinion is based on the report of Arthur Andersen LLP,
independent public accountants.
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 7-109-101, et seq., of the Colorado Business Corporation Act
generally provides that a corporation may indemnify its directors, officers,
employees, fiduciaries and agents against liabilities and reasonable expenses
incurred in connection with any threatened, pending, or completed action, suit
or proceeding whether civil, criminal, administrative or investigative and
whether formal or informal (a "Proceeding"), by reason of being or having been a
director, officer, employee, fiduciary or agent of the corporation, if such
person acted in good faith and reasonably believed that his conduct, in his
official capacity, was in the best interests of the corporation (or, with
respect to employee benefit plans, was in the best interests of the participants
of the plan), and in all other cases his conduct was at least not opposed to the
corporation's best interests. In the case of a criminal proceeding, the
director, officer, employee, fiduciary or agent must have had no reasonable
cause to believe his conduct was unlawful. Under Colorado law, the corporation
may not indemnify a director, officer, employee, fiduciary or agent in
connection with a Proceeding by or in the right of the corporation if the
director is adjudged liable to the corporation, or in a proceeding in which the
director, officer, employee or agent is adjudged liable for an improper personal
benefit.
Corporate Express' Articles of Amendment and Restatement and By-Laws
provide that Corporate Express shall indemnify its officers and directors to the
full extent permitted by the law. The indemnification provisions in Corporate
Express' By-Laws are substantially similar to the provisions of Section 7-109-
101, et seq. Corporate Express has entered into agreements to provide
indemnification for its directors and certain officers consistent with its
Articles of Amendment and Restatement and By-Laws.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
Except as otherwise noted, the Exhibit was previously filed as an exhibit
(or incorporated by reference) to Corporate Express' Annual Report on Form 10-K
for the fiscal year ended March 2, 1996, and is incorporated herein by reference
with respect to such exhibits.
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
3.1 Articles of Amendment and Restatement of the Articles of
Incorporation of Corporate Express, Inc., a Colorado
corporation (the "Company"), filed on September 30, 1994.
3.2 Amended and Restated By-Laws of the Company.
4.1 Specimen Common Stock Certificate of the Company.
4.2 Form of Warrant Agreement.
4.3 Credit Agreement, dated as of February 28, 1994 by and among
the Company, various Financial Institutions, Sanwa Business
Credit Corporation and Continental Bank N.A., as amended (the
"Senior Credit Facility").
4.4 Indenture dated as of February 28, 1994 by and among the
Company, and the Guarantors named therein and First Trust
National Association for the $100,000,000 9 1/8% Senior
Subordinated Notes.
4.5 Note Purchase Agreement dated February 22, 1994 by and among
the Company, McQuiddy Holdings Inc., McQuiddy Office
Designers, Inc., New Jersey Office Supply Inc., Ross-Martin
Company Inc., Scott Rice Company Inc., Schwabacher/Frey,
Inc., Bayless Stationers, Inc., Donaldson, Lufkin & Jenrette
Securities Corporation and Alex. Brown & Sons Incorporated.
4.6 Recapitalization Agreement dated December 3, 1991, by and
between the Company, J.P. Morgan Investment Corporation
("J.P. Morgan") and Shareholders.
4.7 Recapitalization Agreement dated August 29, 1992 by and among
the Company, J.P. Morgan and certain shareholders.
4.8 First Amendment to the Senior Credit Facility, dated as of
May 10, 1996 by and among the Company and Bank of America,
Illinois.
**5.1 Opinion of Ballard Spahr Andrews & Ingersoll.
10.1 Employment Agreement (Restated) dated as of January 1, 1992,
by and between the Company and Jirka Rysavy, as amended.
</TABLE>
II-2
<PAGE>
Exhibit
Number Description
- ------ -----------
10.2 Employment Agreement dated as of August 25, 1993, by and
between the Company and Robert King, as amended effective
July 15, 1994.
10.3 Stock Purchase Agreement dated September 26, 1993, by and
among the Company, Synergom, Inc. and OfficeMax, Inc., as
amended.
10.4 Agreement and Plan of Merger, dated May 3, 1993, by and
among Lindsay's Business Supplies and Furniture, Inc.
("Lindsay's"), the shareholders of Lindsay's and the
Company, as amended on May 6, 1993.
10.5 Stock Purchase Agreement dated November 19, 1993 by and
among HM Holdings, Inc., SFB Stationers Holdings, Inc. and
the Company, as amended on December 16, 1993 and
February 24, 1994.
10.6 Agreement and Plan of Merger, dated November 30, 1993, by
and among Lucas Bros., Inc. ("Lucas"), the Shareholders of
Lucas and the Company.
10.7 Amended and Restated 1992 Stock Option Plan, Form of
Non-qualified Stock Option Agreement and Form of Incentive
Stock Option Agreement.
10.8 1994 Executive Stock Option Plan.
10.9 Form of Indemnification Agreement between the Company and
its officers and directors.
10.10 1994 Stock Option and Incentive Plan.
10.11 1994 Employee Stock Purchase Plan.
10.12 Stock Purchase Agreement among Siekert & Baum, Inc., Richard
Buckley, Peter Reiland, other Reiland family members and
related trusts, and the Company, dated as of January 13,
1995 (incorporated by reference to the Company's Form 8-K
filed on January 30, 1995, as amended by the Company's Form
8-K/A filed on February 9, 1995).
10.13 Asset Purchase Agreement between Joyce International, Inc.
and the Company, dated as of January 9, 1995 (incorporated
by reference to the Company's Form 8-K filed on January 30,
1995 as amended by the Company's Form 8-K/A filed on
February 9, 1995).
10.14 Letter Agreements dated as of December 19, 1994 and February
3, 1995 amending the Senior Credit Facility (incorporated by
reference to the Company's Registration Statement on Form S-
1, File No. 33-90106).
II-3
<PAGE>
Exhibit
Number Description
- ------ -----------
10.15 Employment Agreement dated as of July 31, 1995 by and
between the Company and Sam Leno (incorporated by reference
to the Company's Registration Statement on Form S-1, File
No. 33-95902).
10.16 Agreement among the Company, Synergom, Inc. and OfficeMax,
Inc. dated as of August 25, 1995 (incorporated by reference
to the Company's Registration Statement on Form S-1, File
No. 33-95902).
10.17 Agreement and Plan of Merger dated as of January 6, 1996
among the Company, U.S. Delivery Systems, Inc. and DSU
Acquisition Corp., as amended (incorporated by reference to
the Company's Registration Statement on Form S-4, File No.
333-288).
10.18 Agreement and Plan of Merger dated as of February 8, 1996 by
and among the Company, CEX Acquisition Corp., Young, Richard
Young, HCC Investments, Inc., Juliet Challenger, Inc. and
Wilmington Securities, Inc. (incorporated by reference to
the Company's Registration Statement on Form S-4, File No.
333-288).
10.19 Stock purchase agreement dated April 22, 1996 by and among
the Company, ASAP Software Express, Inc. and the
shareholders of ASAP Software Express, Inc. (incorporated by
reference to the Company's Form 8-K dated May 15, 1996).
21.1 List of Subsidiaries.
*23.1 Consent of Coopers & Lybrand L.L.P.
*23.2 Consent of Arthur Andersen LLP.
*23.3 Consent of Ernst & Young LLP.
**23.4 Consent of Ballard Spahr Andrews & Ingersoll.
- ------------------
* Previously filed.
** Filed herewith.
II-4
<PAGE>
Item 22. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
person who may be deemed underwriters, in addition to the information called for
by the other Items of the applicable form.
The Registrant hereby undertakes that every prospectus (i) that is
filed pursuant to the paragraph immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"), and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted against
the Registrant by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court
II-5
<PAGE>
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final resolution of such issue.
The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Broomfield,
State of Colorado, on July 19, 1996.
CORPORATE EXPRESS, INC.
By: /s/ Jirka Rysavy
-----------------------------------
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 19, 1996 by the following persons
in the capacities indicated. Each person whose signature appears below hereby
authorizes and appoints Jirka Rysavy, Robert L. King and Gary M. Jacobs, and any
one of them, as his or her attorneys-in-fact, to sign and file on his or her
behalf, in the capacities stated below, any and all pre-effective amendments and
post-effective amendments to this Registration Statement.
Signature Title
--------- -----
/s/ Jirka Rysavy Chairman of the Board and Chief Executive
- ---------------- Officer (Principal Executive Officer)
Jirka Rysavy
/s/ Robert L. King President, Chief Operating Officer and Director
- ------------------
Robert L. King
/s/ Sam R. Leno Executive Vice President and Chief Financial
- --------------- Officer (Principal Financial Officer)
Sam R. Leno
/s/ Joanne C. Farver Vice President-Controller (Principal Accounting
- -------------------- Officer)
Joanne C. Farver
/s/ Janet A. Hickey Director
- -------------------
Janet A. Hickey
/s/ Clayton K. Trier Director
- --------------------
Clayton K. Trier
Director
/s/ Mo Siegel
- -------------
Mo Siegel
II-7
<PAGE>
EXHIBIT 5.1 and 23.4
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]
July 19, 1996
Corporate Express, Inc.
325 Interlocken Parkway
Broomfield, Colorado 80021
Gentlemen:
We have acted as your counsel in connection with the proposed issuance
of shares of common stock in connection with certain acquisitions, as more fully
described in the Registration Statement on Form S-4 filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, on July
10, 1996.
In this connection, we have examined and relied upon such corporate
records and other documents, instruments and certificates and have made such
other investigation as we deemed appropriate as the basis for the opinion set
forth below.
Based upon the foregoing, we are of the opinion that the shares of
common stock to be issued by you have been duly authorized and, when duly
executed, delivered and paid for, will be duly and validly issued, fully paid
and nonassessable, subject to shareholder approval of an increase in authorized
capital as set forth in your proxy statement dated July 9, 1996 for the annual
meeting of shareholders to take place on August 8, 1996.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part thereof.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
[LETTERHEAD OF BALLARD, SPAHN ANDREWS & INGERSOLL APPEARS HERE]
July 19, 1996
Corporate Express, Inc.
325 Interlock Parkway
Broomfield, Colorado 80021
Gentlemen:
We have acted as your counsel in connection with the proposed issuance
of shares of common stock in connection with certain acquisitions, as more fully
described in the Registration Statement on Form S-4 filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, on July
10, 1996.
In this connection, we have examined and relied upon such corporate
records and other documents, instruments and certificates and have made such
other investigation as we deemed appropriate as the basis for the opinion set
forth below.
Based upon the foregoing, we are of the opinion that the shares of
common stock to be issued by you have been duly authorized and, when duly
executed, delivered and paid for, will be duly and validly issued, fully paid
and nonassessable, subject to shareholder approval of an increase in authorized
capital as set forth in your proxy statement dated July 9, 1996 for the annual
meeting of shareholders to take place on August 8, 1996.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part thereof.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
