CORPORATE EXPRESS INC, DEF 14A, 1996-07-09

CORPORATE EXPRESS INC
DEF 14A, 1996-07-09
CATALOG & MAIL-ORDER HOUSES

Previous: CENIT BANCORP INC, 8-K, 1996-07-09

Next: PRUDENTIAL PACIFIC GROWTH FUND INC, N-30D, 1996-07-09

<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934

(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]Preliminary Proxy Statement [_]CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14C-5(D) (2))
[X]Definitive Proxy Statement

[_]Definitive Additional Materials

[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

CORPORATE EXPRESS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

N/A
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[_]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[_]$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[X]Fee paid previously with preliminary materials.

[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

LOGO

325 INTERLOCKEN PARKWAY
BROOMFIELD, COLORADO 80021

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, AUGUST 8, 1996

To the Shareholders of Corporate Express, Inc.:

The 1996 Annual Meeting of Shareholders (the "Annual Meeting") of Corporate
Express, Inc., a Colorado corporation (the "Company"), will be held on
Thursday, August 8, 1996, at 9:00 a.m. (local time), at the Boulderado Hotel,
2115 13th Street, Boulder, Colorado, for the following purposes:

1. to elect five directors of the Company to serve until the next annual
meeting of shareholders or until their successors are duly elected and
qualified;

2. to approve an amendment to the Company's Articles of Incorporation to
increase the number of shares of Common Stock authorized from 100,000,000
to 300,000,000;

3. to approve an amendment to the Corporate Express, Inc. 1994 Stock
Option and Incentive Plan to increase the number of shares authorized for
grant from 1,875,000 to 6,375,000;

4. to approve an amendment to the Corporate Express, Inc. 1994 Executive
Stock Option Plan to increase the number of shares authorized for grant
from 2,250,000 to 3,750,000;

5. to approve the Corporate Express, Inc. 1996 Stock Option Plan for
Outside Directors; and

6. to transact such other business as may properly come before the Annual
Meeting, or any adjournment(s) or postponement(s).

The Board of Directors has fixed the close of business on Friday, May 31,
1996, as the record date for determining the shareholders entitled to notice
of, and to vote at, the Annual Meeting. A complete list of shareholders
entitled to vote at the Annual Meeting will be available, upon written
request, for inspection during normal business hours by any shareholder of the
Company prior to the Annual Meeting, for a proper purpose, at the Company's
Broomfield, Colorado office. Only shareholders of record at that time are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or postponements thereof.

A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
March 2, 1996, a Proxy Statement and a proxy card accompany this notice. These
materials are first being sent to shareholders on or about July 9, 1996. The
Company's 1995 Annual Report to Shareholders will follow under separate cover.

Shareholders are cordially invited to attend the Annual Meeting in person.
To assure your representation at the Annual Meeting, please complete and sign
the enclosed proxy card and return it promptly. If you choose, you may still
vote in person at the Annual Meeting even though you previously submitted a
proxy card.

By Order of the Board of Directors,
Gary M. Jacobs Secretary
Broomfield, Colorado
July 9, 1996

YOUR VOTE IS IMPORTANT

YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY, REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>

CORPORATE EXPRESS, INC.
325 INTERLOCKEN PARKWAY
BROOMFIELD, COLORADO 80021

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 8, 1996

This Proxy Statement and the accompanying proxy card are being furnished to
the shareholders of Corporate Express, Inc. (the "Company") in connection with
the solicitation of proxies by and on behalf of the Board of Directors of the
Company (the "Board") for use at its 1996 Annual Meeting of Shareholders to be
held on Thursday, August 8, 1996, at 9:00 a.m. (local time), at the Boulderado
Hotel, 2115 13th Street, Boulder, Colorado, and at any adjournment(s) or
postponement(s) thereof (the "Annual Meeting"). This Proxy Statement, the
accompanying proxy card and the Company's Annual Report on Form 10-K (the
"Form 10-K") for the fiscal year ended March 2, 1996 ("fiscal 1995"), are
first being mailed to shareholders on or about July 9, 1996. The Form 10-K is
not to be considered a part of the Company's proxy solicitation materials.

PURPOSE OF ANNUAL MEETING

At the Annual Meeting, shareholders will be asked: (i) to elect five
directors of the Company to serve until the next annual meeting of
shareholders or until their successors are duly elected and qualified; (ii) to
approve an amendment to the Company's Articles of Incorporation (the
"Articles") to increase the number of shares of Common Stock authorized from
100,000,000 to 300,000,000; (iii) to approve an amendment to the Corporate
Express, Inc. 1994 Stock Option and Incentive Plan (the "1994 Plan") to
increase the number of shares authorized for grant from 1,875,000 to
6,375,000; (iv) to approve an amendment to the Corporate Express, Inc. 1994
Executive Stock Option Plan (the "Executive Plan") to increase the number of
shares authorized for grant from 2,250,000 to 3,750,000; (v) to approve the
Corporate Express, Inc. 1996 Stock Option Plan for Outside Directors (the
"Directors' Plan"); and (vi) to transact such other business as may properly
be brought before the Annual Meeting. The Board recommends a vote in favor of
(i.e., "FOR") (a) the election of the five nominees for directors of the
Company listed below and (b) the proposals set forth in (ii) through (v)
above.

QUORUM AND VOTING RIGHTS

The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. Only shareholders of record at the close of business on
Friday, May 31, 1996 (the "Record Date") will be entitled to notice of, and to
vote at, the Annual Meeting. As of the Record Date, there were 69,132,672
shares of Common Stock outstanding and entitled to vote. Holders of Common
Stock as of the Record Date are entitled to one vote for each share held.

All shares of Common Stock represented by properly executed proxies will,
unless the proxies have previously been revoked, be voted in accordance with
the instructions indicated in the proxies. If no instructions are indicated,
the shares will be voted in favor of (i.e., "FOR") (i) the election of the
five nominees for directors of the Company listed under Proposal 1, (ii) the
increase in the number of shares of Common Stock authorized under the
Articles, the 1994 Plan and the Executive Plan and (iii) the approval of the
Directors' Plan. Directors will be elected by a plurality of the votes cast.
Approval of the amendment to the Articles, pursuant to the Colorado Business
Corporation Act, requires the affirmative vote of the holders of a majority of
the votes entitled to be cast. Approval of each of the other proposals
requires that the votes in favor of the proposal exceed the votes against the
proposal. Abstentions and broker non-votes will not be counted as votes cast
and will have no effect on the result of a vote, although they will count
towards the presence of a quorum. Any shareholder executing a proxy has the
power to revoke the proxy at any time prior to its exercise. A proxy may be
revoked

1
<PAGE>

prior to exercise by (a) filing with the Company a written revocation of the
proxy, (b) appearing at the Annual Meeting and casting a vote contrary to that
indicated on the proxy or (c) submitting a duly executed proxy bearing a later
date.

The cost of preparing, printing, assembling and mailing this Proxy Statement
and other material furnished to shareholders in connection with the
solicitation of proxies will be borne by the Company. In addition to the
solicitation of proxies by use of the mails, officers, directors and regular
employees of the Company may solicit proxies by written communication, by
telephone, telegraph or personal call. These persons are to receive no special
compensation for any solicitation activities. The Company has engaged the firm
of Georgeson & Company, Inc. ("Georgeson") to assist the Company in the
distribution and solicitation of proxies. The Company has agreed to pay
Georgeson a fee of approximately $6,500 plus expenses for its services. The
Company will reimburse banks, brokers and other persons holding Common Stock
in their names, or those of their nominees, for their expenses in forwarding
proxy solicitation materials to beneficial owners of Common Stock.

PROPOSAL 1--ELECTION OF DIRECTORS

NOMINEES FOR ELECTION AS DIRECTORS

The Board currently consists of five (5) members: Jirka Rysavy, Robert L.
King, Janet A. Hickey, Clayton K. Trier and Mo Siegel. The Board proposes that
the five current directors, listed below as nominees, be elected as directors
of the Company to hold office until the next annual meeting of shareholders or
until their successors are duly elected and qualified. Each nominee has
consented to serve if elected to the Board. If any nominee is unable to serve
as a director at the time of the Annual Meeting, proxies with respect to which
no contrary direction is made will be voted "FOR" the substitute nominee
designated by the Board to fill the vacancy.

The names of the nominees, their ages at the Record Date and certain other
information about them are set forth below:

<TABLE>
<CAPTION>
NOMINEE AGE POSITION(S) WITH COMPANY DIRECTOR SINCE
- ------- --- ------------------------ --------------
<S> <C> <C> <C>
Jirka Rysavy............ 42 Chairman of the Board and Chief Executive 1986
Officer
Robert L. King.......... 45 President, Chief Operating Officer and 1993
Director
Janet A. Hickey......... 51 Director 1991
Clayton K. Trier........ 44 Chief Executive Officer, U.S. Delivery 1996
Systems, Inc. and Director
Mo Siegel............... 45 Director 1996
</TABLE>

Mr. Rysavy has been Chairman of the Board and Chief Executive Officer since
1986. In addition to founding the Company's business in 1986, Mr. Rysavy has
been responsible for strategic vision and direction and initiating the
Company's acquisitions. Mr. Rysavy immigrated to the United States in 1984 and
became a U.S. citizen in July 1989.

Mr. King joined the Company in August 1993 as President, Chief Operating
Officer and a director. During the previous ten years, Mr. King held various
executive positions with Foxmeyer Corporation, a distributor of
pharmaceuticals and healthcare products, serving as its President and Chief
Executive Officer from 1989 to 1993. Prior to 1983, Mr. King served as
Executive Vice President of Narco Drug Co. and Vice President of computer
services for Fox-Vliet Drug Co. and serves as a director of Investment
Technology Group, Inc.

Ms. Hickey has served as a director of the Company since December 1991. Ms.
Hickey is a general partner of several limited partnerships comprising, in
part, The Sprout Group, and is a divisional Senior Vice President of DLJ
Capital Corporation. The Sprout Group is a division of DLJ Capital
Corporation. DLJ Capital Corporation and Donaldson, Lufkin & Jenrette
Securities Corporation are each wholly owned subsidiaries of Donaldson, Lufkin
& Jenrette, Inc. Prior to joining The Sprout Group in 1985, Ms. Hickey was
with the General

2
<PAGE>

Electric Company for fifteen years in a variety of positions, most recently as
Vice President--Venture Investments of the General Electric Investment
Corporation and as a Trustee of the General Electric Pension Trust. Ms. Hickey
serves as a director of Loehmann's Holdings, Inc. and Champion Healthcare,
Inc., as well as several private companies.

Mr. Trier has been a director of the Company since the merger between the
Company and U.S. Delivery Systems, Inc. ("U.S. Delivery") in March 1996. Mr.
Trier was Chairman of the Board and Chief Executive Officer of U.S. Delivery
since its founding in November 1993. From 1991 until joining U.S. Delivery,
Mr. Trier was President of Trier & Partners, Inc., a consulting firm. From
1987 through 1990, Mr. Trier served as President and Co-Chief Executive
Officer and Chief Financial Officer of Allwaste, Inc., a national
environmental services company listed on the New York Stock Exchange. From
1974 to 1987, Mr. Trier was at Arthur Andersen & Co. SC and was a partner at
the firm from 1983 to 1987.

Mr. Siegel has been a director of the Company since June 1996. Mr. Siegel
has served as Chairman and Chief Executive Officer of Celestial Seasonings,
Inc. ("Celestial") since 1991 and as a director of Celestial since 1988. Mr.
Siegel founded Celestial, the largest manufacturer and marketer of herb teas
in the United States, in 1970, and was President and Chairman of the Board
until 1986. Prior to founding Celestial, Mr. Siegel was involved in private
investments and not-for-profit activities and, from 1990 until 1991, was a
founder and Chief Executive Officer of Earth Wise, Inc., a marketer of
environmentally friendly cleaning products and trash bags.

Michael Feuer resigned as a director of the Company in September 1995.

Donald Patrick resigned as a director of the Company in March 1996.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

During fiscal 1995, the Board held fifteen meetings and acted by consent
five times. Each director attended over 75% of the aggregate number of
meetings of the Board and of the committees of the Board on which the director
served during fiscal 1995.

The Board of the Company has three standing committees which have
responsibility for particular corporate matters. The Board does not have a
nominating committee.

Audit Committee. The Audit Committee consisted of Ms. Hickey, Mr. Patrick
and Mr. Feuer during fiscal 1995. Mr. Feuer served as chairperson of the Audit
Committee until his resignation from the Board in September 1995. The Audit
Committee has the authority to recommend the appointment of the Company's
independent auditors and review the results and scope of audits, internal
accounting controls, tax and other accounting-related matters. The Audit
Committee held two meetings during fiscal 1995.

Compensation Committee. The Compensation Committee consisted of Ms. Hickey,
Mr. Patrick and Mr. Feuer during fiscal 1995. Mr. Feuer served as a member of
the Compensation Committee until his resignation from the Board in September
1995. The Compensation Committee sets compensation policies applicable to
executive officers and approves salaries, bonuses and other compensation
matters for executive officers of the Company and administers the Company's
various stock option plans and stock purchase plan. The Compensation Committee
held ten meetings during fiscal 1995 and acted by consent one time. Ms. Hickey
serves as chairperson of the Compensation Committee.

Administrative Committee. The Administrative Committee consisted of Messrs.
Rysavy and King during fiscal 1995. The Administrative Committee administers
the Company's employee benefit plans (exclusive of the stock option plans and
the stock purchase plan), approves certain acquisitions and performs other
administrative functions as requested by the Board. The Administrative
Committee held one meeting during fiscal 1995.

3
<PAGE>

DIRECTOR COMPENSATION

Directors do not currently receive any fees for serving on the Board or any
committee of the Board, but are reimbursed for their reasonable expenses of
attending meetings. Non-employee directors may receive compensation in the
future and will receive stock option grants under the Directors' Plan if it is
approved by shareholders at the Annual Meeting. See Proposal 5.

PROPOSAL 2--AMENDMENT OF ARTICLES

On May 3, 1996, the Board of Directors approved, subject to shareholder
approval, an amendment to the Company's Articles to increase the number of
shares of voting Common Stock that the Company is authorized to issue from
100,000,000 to 300,000,000 (the "Amendment").

The Board has determined that an increase in the number of authorized shares
of Common Stock is in the best interests of the Company and its shareholders.
The Company intends to use authorized and unissued shares of the Company's
Common Stock for various corporate purposes, including, but not limited to,
possible future financing and acquisition transactions, possible
recapitalization through a stock split or stock dividend, issuances of
additional stock options or awards, and other corporate purposes. Authorized
and unissued shares of Common Stock may be issued for the foregoing purposes
by the Board without further shareholder action unless the issuance is in
connection with a transaction for which shareholder approval is otherwise
required under applicable law, regulation or agreement.

The Company presently has no definitive commitments, agreements or
undertakings to issue any material amount of additional shares, other than in
connection with outstanding options, warrants or other securities convertible
into Common Stock. However, the Company may enter into one or more definitive
agreements for acquisitions prior to the date of the Annual Meeting, which
agreements, individually or in the aggregate, may provide for the issuance by
the Company of a material amount of additional shares of Common Stock. The
Company will seek shareholder approval for the issuance of additional shares
pursuant to any acquisition for which shareholder approval would be required
by the Articles or applicable law. In addition, the Company has in the past
declared, and will likely in the future declare, share dividends with respect
to its Common Stock. An increase in the number of authorized shares of Common
Stock would be necessary to consummate one or more of the foregoing
transactions. If the proposed amendment to the Articles is not approved by the
Company's shareholders, one or more of the foregoing transactions will not be
able to be effected. Shares of the Company's Common Stock, including the
additional shares proposed for authorization, do not have preemptive or
similar rights. The issuance of additional shares of Common Stock could have
the effect of diluting existing shareholder earnings per share, book value per
share and voting power. In addition, issuance of shares of Common Stock could
be used to make a change in control of the Company more difficult or costly by
diluting stock ownership of persons seeking to obtain control of the Company
or by permitting the Board of Directors to issue shares to purchasers
favorable to the Board of Directors in opposing an effort to obtain control of
the Company.

Pursuant to the Fourth Article of the Articles, the Company is authorized to
issue 100,000,000 shares of voting Common Stock. If the Amendment is approved,
such number will be increased to 300,000,000. As of May 31, 1996, there were
69,132,672 outstanding shares of Common Stock.

If this proposal is adopted by the shareholders, Article IV (A) of the
Articles will be amended to read as follows:

"A. Authorized Capital Stock. The aggregate number of shares that the
Corporation shall have authority to issue is three hundred twenty eight
million (328,000,000), consisting of three hundred million (300,000,000)
shares of common stock ("Common Stock"), par value $.0002 per share, three
million (3,000,000) shares of Non-Voting Common Stock ("Non-Voting Common
Stock"), par value $.0002 per share, and twenty-five million (25,000,000)
shares of preferred stock ("Preferred Stock"), par value $.0001 per share."

4
<PAGE>

The full text of the Fourth Article of the Articles reflecting the Amendment
(in addition to a technical change to delete a reference to previously issued
preferred stock which is no longer relevant) is attached as Exhibit A.

The affirmative vote of a majority of the shares of Common Stock entitled to
be cast at the Annual Meeting is necessary to approve the Amendment to the
Articles.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
ARTICLES TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK OF THE
COMPANY FROM 100,000,000 TO 300,000,000.

PROPOSAL 3--AMENDMENT TO 1994 STOCK OPTION AND INCENTIVE PLAN

The Corporate Express, Inc. 1994 Stock Option and Incentive Plan (the "1994
Plan") was adopted by the Company's Board of Directors and approved by the
shareholders in August 1994. The 1994 Plan provides for the grant of incentive
stock options and nonqualified stock options to purchase shares of Common
Stock and awards of restricted stock, performance shares and performance units
to officers, key employees, directors and consultants of the Company and its
subsidiaries. The maximum aggregate number of shares of Common Stock which may
be issued under the 1994 Plan is currently 1,875,000 (subject to anti-dilution
adjustments), plus an additional number of shares equal to the number of
options granted under the 1992 Stock Option Plan that are terminated or
forfeited.

The purpose of the 1994 Plan is to direct the attention and efforts of
participating employees to the long-term performance of the Company and its
subsidiaries, by relating incentive compensation to the achievement of long-
term corporate economic objectives. The 1994 Plan is also designed to retain,
reward and motivate participating employees by providing an opportunity for
investment in the Company and the advantages inherent in stock ownership in
the Company.

The proposed amendment seeks to allocate additional shares for issuance
under the 1994 Plan, bringing the total number of shares authorized for
issuance thereunder to 6,375,000 shares. The remaining provisions will
continue as stated in the 1994 Plan.

The term of options granted under the 1994 Plan may not exceed ten years
from the date of grant. The per share option price for incentive stock options
and nonqualified stock options granted under the plan may not be less than
100% and 85%, respectively, of the fair market value of a share of Common
Stock on the date of grant and is payable to the Company in full upon
exercise. Payment may be made in cash or, unless otherwise determined by the
Compensation Committee at the time of grant, in shares of Common Stock or by
reduction in the number of shares issuable upon such exercise.

Options granted under the 1994 Plan typically vest in equal monthly
installments over a period of five years, beginning on the month after the
first anniversary of the grant date. The options generally expire on the
earliest to occur of (a) the seventh anniversary of the grant date or (b) a
breach by the optionee of the confidentiality and noncompete agreement with
the Company. Options and awards that expire, terminate or are cancelled or
forfeited will again be available for grant or award under the plan.

Pursuant to the 1994 Plan, the Company may also make awards of restricted
stock, performance shares and performance units to officers, employees,
directors and consultants of the Company and its subsidiaries. No awards of
restricted stock, performance units or performance shares have been made under
the 1994 Plan. A restricted stock award is an award pursuant to which a given
number of shares of Common Stock will be issued if the grantee continues to be
an employee of the Company or any of its subsidiaries during a period set by
the Compensation Committee. A performance unit is an award of a fixed dollar
amount, payable in cash, Common Stock or a combination of both, which will be
paid to the recipient after the expiration of a specified period of

5
<PAGE>

time, subject to the satisfaction of vesting requirements and the attainment
of specified performance goals as may be determined by the Compensation
Committee. A performance share is an award of the right to receive Common
Stock, payable in Common Stock or cash of an equivalent value (or a
combination of both), after the expiration of a specified period. The value of
a performance share will be paid to the recipient after the expiration of a
specified period of time, subject to the satisfaction of vesting requirements
and the attainment of specified performance goals as may be determined by the
Compensation Committee.

Options and awards generally are not transferable and terminate upon the
termination of employment or, in the case of options, within 30 days after an
involuntary termination without cause or one year after death, disability or
retirement. In addition, the 1994 Plan provides that, in the event of death,
disability or retirement of a participant, one-half of the participant's
unvested options will become exercisable, one-half of the restricted stock
awards will cease to be subject to forfeiture and one-half of the performance
shares and performance units will be paid out if the Compensation Committee
determines that the applicable performance goals were satisfied. The
particular terms and conditions of each option and award will be set forth in
a separate agreement which may include confidentiality and noncompetition
provisions.

The 1994 Plan is administered by the Compensation Committee, which has the
authority to determine the plan's participants and the terms and conditions of
the options and awards granted under the plan, including the number of shares
or the amount of other awards, the price or performance goals and vesting and
termination provisions. The Compensation Committee, in its discretion, may at
any time amend, discontinue or terminate the 1994 Plan, provided that the
rights of a participant with respect to any outstanding grant or award under
the plan may not be diminished or impaired without the participant's consent.
A summary of options granted under the 1994 Plan during the last fiscal year
is included under the heading "Summary of Option Grants."

Under the 1994 Plan, the Compensation Committee, as of March 2, 1996, had
granted options to purchase 1,703,875 shares, net of forfeitures. In addition,
options to purchase 2,099,100 shares were granted to certain U.S. Delivery
employees pursuant to the terms of the merger agreement between the Company
and U.S. Delivery approved by the Company's shareholders on March 1, 1996 (the
"U.S. Delivery Options"). The U.S. Delivery Options, whose terms are
substantially identical to options granted under the 1994 Plan, but have a
term of ten years, will be included under the 1994 Plan if the increase in the
number of authorized shares under such plan is approved by the Company's
shareholders at the Annual Meeting. If the proposed amendment to the 1994 Plan
is not approved at the Annual Meeting, the U.S. Delivery Options will remain
outstanding outside the 1994 Plan.

The Board of Directors believes that the 1994 Plan is important in order to
recruit and retain a pool of skilled and experienced employees. The additional
4,500,000 shares will allow the Board of Directors to provide incentives to
new employees and to existing employees.

Approval of the amendment to the 1994 Plan requires that the votes in favor
of the proposal exceed the votes against the proposal.

THE BOARD RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE 1994 PLAN TO
INCREASE THE AUTHORIZED NUMBER OF SHARES TO BE ISSUED UNDER THE 1994 PLAN TO
6,375,000 SHARES.

PROPOSAL 4--AMENDMENT TO 1994 EXECUTIVE STOCK OPTION PLAN

The Corporate Express, Inc. 1994 Executive Stock Option Plan (the "Executive
Plan") was adopted by the Company's Board of Directors in June 1994. The
Executive Plan provides for the grant of stock options to purchase shares of
Company stock to executive officers of the Company and its subsidiaries. The
maximum aggregate number of shares of Common Stock which may be issued under
the Executive Plan is 2,250,000 (subject to anti-dilution adjustments). No
single executive officer may be granted options covering more than 750,000
shares of Common Stock in any calendar year.

6
<PAGE>

The Compensation Committee administers the Executive Plan and establishes
the terms of the options granted, including the number of shares, the exercise
price, vesting schedule and termination provisions. The particular terms of
each grant are set forth in separate stock option agreements entered into
between the Company and the executive officer.

In June 1994, the Compensation Committee granted options aggregating
1,575,000 shares of Common Stock to three executive officers at a price of
$8.00 per share as follows: Mr. Rysavy--750,000 shares; Mr. King--525,000
shares; and Mr. Jacobs--300,000 shares. These options vest on the tenth
anniversary of the grant date, provided the optionee is an officer of the
Company on the vesting date, and terminate on the twelfth anniversary of the
grant date. Vesting accelerates on a scale ranging from 10% to 100% of the
option shares if (a) a change of control (as defined in the stock option
agreements) occurs at any time at a stock price per share ranging from $14.67
to $26.67 or (b) the average closing price on the Nasdaq National Market for
90 consecutive trading days equals or exceeds $14.67 to $26.67 per share,
provided that acceleration based upon the closing price will not be effective
before June 30, 1996. As of March 2, 1996, options to purchase 1,575,000
shares, or 100% of the shares, have vested pursuant to the stock price
formula.

On August 24, 1995, the Compensation Committee approved the grant of
additional options to purchase 1,350,000 shares at a price of $20.00 per share
as follows: Mr. Rysavy--525,000 shares; Mr. King--375,000 shares; Mr. Leno--
225,000 shares; and Mr. Jacobs--225,000 shares. The options vest in 2005 and
terminate in 2007, with accelerated vesting of 50% to 100% of such options in
the event that there is a change in control (as defined in the stock option
agreements) of the Company at a price of between $33.33 per share and $43.33
per share or if the Common Stock trades at more than $33.33 per share before
June 30, 1997 (for 50% vesting) and $43.33 per share before June 30, 1998 (for
100% vesting) for specified periods. Holders may only exercise a 25% portion
of vested options for each year with respect to vesting that has been
accelerated due to trading price levels. These options will be included under
the Executive Plan if the increase in the number of authorized shares under
the Executive Plan to 3,750,000 is approved by the shareholders. If the
proposed amendment to the Executive Plan is not approved at the Annual
Meeting, these options will remain outstanding outside the Executive Plan.

The proposed amendment seeks to allocate an additional 1,500,000 shares for
issuance under the Executive Plan, bringing the total number of shares
authorized for issuance thereunder to 3,750,000 shares. The remaining
provisions will continue as stated in the Executive Plan. The Board of
Directors believes that the Executive Plan is required in order to recruit and
retain a pool of skilled and experienced executives. The additional 1,500,000
shares will allow the Board of Directors to provide incentives to new and
existing executive officers.

Approval of the amendment to the Executive Plan requires that the votes in
favor of the proposal exceed the votes against the proposal.

THE BOARD RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE EXECUTIVE PLAN
TO INCREASE THE AUTHORIZED NUMBER OF SHARES TO BE ISSUED UNDER THE PLAN TO
3,750,000 SHARES.

PROPOSAL 5--APPROVAL OF 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

At the Annual Meeting, a proposal will be presented for the shareholders to
approve the 1996 Stock Option Plan for Outside Directors (the "Directors'
Plan"), under which options to purchase up to 250,000 shares of Common Stock
of the Company may be granted to directors who are not officers or employees
of the Company or any of its subsidiaries.

The purpose of the Directors' Plan is to attract and retain independent
directors and to strengthen the mutuality of interests between such directors
and the Company's shareholders. On June 1996, the Company had two directors
who were eligible to receive options under the Directors' Plan, Janet Hickey
and Mo Siegel. On

7
<PAGE>

June 27, 1996, the average of the high and low sales prices of the Company's
Common Stock on the Nasdaq National Market was $39.38.

The Directors' Plan will be administered by the Board of Directors. If the
Directors' Plan is approved by the Company's shareholders, each director who
is not an employee of the Company or any of its subsidiaries will be granted
on the date of the Annual Meeting (and any new director will be granted, on
the date of becoming a member of the Board) options to purchase 25,000 shares
of the Company's Common Stock, 40% of which will vest on the first anniversary
of the date of grant, 40% of which will vest on the second anniversary of the
date of grant and 20% of which will vest on the third anniversary of the date
of grant. For as long as the Directors' Plan is in effect, each eligible
director will also automatically be granted, on each anniversary of the date
of grant (beginning on the second such anniversary), options to purchase
10,000 shares of the Company's Common Stock, provided such person is an
eligible director on such date. These options will become exercisable in two
equal installments, on the first and second anniversaries of the date on which
they were granted.

The option exercise price for all options granted under the Directors' Plan
will be the fair market value of a share of the Company's Common Stock on the
date of grant. All options granted under the Directors' Plan will expire ten
years after the date of grant and will terminate if the optionee ceases to be
a director of the Company for any reason other than death or disability. If a
director dies or becomes disabled, one-half of the director's unvested options
will become immediately exercisable and such options, as well as any options
that were vested at the time of the director's death or disability, may be
exercised for a period of 90 days thereafter. Upon a Change of Control of the
Company (as defined in the Directors' Plan), one-half of all unvested options
will become immediately exercisable.

The grant by the Company of a non-qualified stock option is not a taxable
event to the optionee. Generally, an optionee recognizes ordinary income on
the date option shares are issued to him pursuant to the exercise of the
option in an amount equal to the "spread" or the excess of the fair market
value of the shares on that date over the exercise price. Any further gain or
loss on disposition of the shares will be capital gain or loss if the shares
are held by the optionee for investment.

The Company will be entitled to deduct for federal income tax purposes any
amount the optionee is required to include in ordinary income at the time such
amount is so includable, provided that such amount is not deemed to be an
"excess parachute payment" (i.e., payment payable upon a change of control of
the Company that is in excess of reasonable compensation).

Approval of the Directors' Plan requires that the votes in favor of the
proposal exceed the votes against the proposal. Exhibit B to this Proxy
Statement contains the complete text of the Director's Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE DIRECTORS' PLAN.

8
<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of the Record Date, certain information
with respect to the beneficial ownership of Common Stock, for (i) each person
(or group of affiliated persons) who, insofar as the Company has been able to
ascertain, beneficially owned more than 5% of the outstanding shares of Common
Stock of the Company, (ii) each director and named executive officer, and
(iii) all current directors and named executive officers as a group.

<TABLE>
<CAPTION>
NAME NUMBER(1) PERCENT
---- --------- -------
<S> <C> <C>
Putnam Investments........................................... 5,552,538 8.0
Jirka Rysavy(2).............................................. 2,728,676 3.9
DLJ Affiliates(3)............................................ 1,735,727 2.5
Robert L. King(4)............................................ 768,853 1.1
Gary M. Jacobs(5)............................................ 666,972 *
Sam Leno..................................................... -0- *
Janet A. Hickey(6)........................................... 1,747,405 2.5
Clayton K. Trier(7).......................................... 490,433 *
Mo Siegel.................................................... -0- *
All directors and named executive officers as a group (7
persons).................................................... 6,402,339 8.9
</TABLE>
- --------
* Less than 1.0%.
(1) A person is deemed to be the beneficial owner of securities that can be
acquired within 60 days upon the exercise of options or warrants. Each
beneficial owner's percentage ownership is determined by assuming that
options or warrants that are held by that person (but not those held by
any other person) and are exercisable within 60 days have been exercised.
Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.
(2) Includes: (a) 898,676 shares of Common Stock owned by Synergom, Inc., a
Colorado corporation of which Mr. Rysavy is the sole shareholder; (b)
450,000 shares of Common Stock owned by Transecon, Inc., a Colorado
corporation of which Mr. Rysavy is the sole shareholder; (c) 75,000 shares
owned by Polly Source, Inc., a Colorado corporation of which Mr. Rysavy is
the sole shareholder; (d) warrants to purchase 375,000 shares of Common
Stock for $7.33 per share which expire on January 31, 1999; and (e)
options to purchase 750,000 shares of Common Stock for $8.00 per share
which expire on June 13, 2006.
(3) Includes: (a) 693,857 shares of Common Stock owned by Sprout Capital VI,
L.P.; (b) 501,236 shares of Common Stock owned by Sprout Growth II, L.P.;
(c) 256,087 shares of Common Stock owned by DLJ Capital Corporation; (d)
30,970 shares of Common Stock owned by DLJ Venture Capital Fund II, L.P.
(collectively, the Sprout Entities ); (e) 14,074 shares of Common Stock
held by DLJ First ESC L.L.C., an employee securities corporation of which
DLJ LBO Plans Management Corporation, an affiliate of DLJ Securities
Corporation, is the manager and has voting and dispositive power; (f)
239,503 shares of Common Stock owned by ML Venture Partners II, L.P. All
shares held by the Sprout Entities have been deposited in a voting trust
(the "Voting Trust") under the control of an independent voting trustee,
Bank of New York, as successor Trustee (the "Trustee"). The address of the
Trustee is 101 Barclay Street, 21st Floor, New York, New York 10286. The
Trustee will have the sole power and discretion to act as, and to exercise
the voting rights and powers of, a shareholder with respect to the shares
of Common Stock held by the Trustee, except that the Sprout Entities will
retain investment power with respect to the shares held by the Trustee and
will be entitled to receive their proportionate dividends, distributions
and payments in respect of the shares of Common Stock held by the Trustee,
if and when the same are paid by the Company. Shares of Common Stock
issued as a dividend, distribution or other payment on the shares held by
the Trustee will also be subject to the Voting Trust. Does not include
shares of Common Stock held by employees of DLJ Securities Corporation and
its affiliates. DLJ Securities Corporation and its affiliates disclaim
beneficial ownership of all shares held directly or indirectly by its
employees.
(4) Includes options to purchase 750,000 shares of Common Stock which are
exercisable at prices ranging from $5.33 to $8.00 per share which expire
between September 1, 2000 and June 13, 2006.

9
<PAGE>

(5) Includes: (a) warrants to purchase 75,000 shares of Common Stock for $2.67
per share which expire on February 28, 1998; and (b) options to purchase
323,672 shares of Common Stock which are exercisable at prices ranging
from $0.67 to $8.00 per share and expire between November 16, 1999 and
June 13, 2006.
(6) Includes shares of Common Stock owned by the Sprout Entities which have
been deposited in the Voting Trust (see note 3). Ms. Hickey is a director
of the Company and a general partner of several limited partnerships
comprising, in part, The Sprout Group. Ms. Hickey shares voting and
investment power with respect to the shares owned by The Sprout Group and
may be deemed to be the beneficial owner of such shares. Ms. Hickey
disclaims beneficial ownership as to all of the shares deposited in the
Voting Trust. Does not include shares of Common Stock held by employees of
DLJ Securities Corporation and its affiliates. DLJ Securities Corporation
and its affiliates disclaim beneficial ownership of all shares held
directly or indirectly by its employees.
(7) Includes options to purchase 196,952 shares of Common Stock which are
exercisable at prices ranging from $6.46 to $8.33 per share and expire
between March 17, 2000 and November 23, 2000.

EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

The executive officers of the Company are:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jirka Rysavy...................... 42 Chief Executive Officer
Robert L. King.................... 45 President and Chief Operating Officer
Gary M. Jacobs.................... 49 Executive Vice President and Secretary
Sam R. Leno....................... 50 Executive Vice President and Chief
Financial Officer
Clayton K. Trier.................. 44 Chief Executive Officer, U.S. Delivery
Joanne C. Farver.................. 41 Vice President--Controller
Gary W. Grant..................... 44 President--Chief Operating Officer, U.S.
Delivery
</TABLE>

The business backgrounds of Messrs. Rysavy, King and Trier are included
under "Proposal 1--Election of Directors."

Mr. Jacobs joined the Company in November 1992 as Executive Vice President
and Chief Financial Officer, and currently serves as Executive Vice President
and Secretary of the Company. Mr. Jacobs previously served as a director of
the Company from August 1988 through September 1990. From 1990 to 1992, Mr.
Jacobs served as the Chief Executive Officer of Boulder Retail Finance
Corporation, an investment firm controlled by Mr. Jacobs. From 1978 through
mid-1990, he served as Executive Vice President of Capital Associates, Inc.,
an equipment leasing company. Mr. Jacobs also served as director of Capital
Associates, Inc. from 1978 to 1991 and from 1994 to date. Prior to joining
Capital Associates, Inc., Mr. Jacobs served as a director of finance for
Storage Technology Corporation, a public company which manufactures computer
peripheral devices.

Mr. Leno joined the Company as Executive Vice President and Chief Financial
Officer in July 1995. From July 1994 until July 1995, Mr. Leno was the Chief
Financial Officer of Coram Healthcare. Prior thereto, for 23 years, Mr. Leno
served in various management positions with Baxter International, a
manufacturing and multinational distribution company, including Vice President
of Finance and Information Technology.

Ms. Farver joined the Company in August 1988 and has served as Vice
President--Controller of the Company since November 1991. Ms. Farver also
served as a director of the Company from July 1991 to February 1992 and as
Secretary of the Company from June 1990 to November 1991. Ms. Farver joined
Commercial Office Products as Controller in August 1985. From 1982 to 1985,
Ms. Farver held various financial management positions with NBI, Inc., a
computer company and the parent company of Commercial Office Products. Prior
to 1982, Ms. Farver spent three years as a Certified Public Accountant with
Touche Ross & Company.

10
<PAGE>

Mr. Grant joined U.S. Delivery in March 1994 as Senior Vice President--Chief
Operating Officer and currently serves as President--Chief Operating Officer
of U.S. Delivery. Mr. Grant has 18 years experience in the same-day local
delivery industry. Mr. Grant was a founder of ViaNet, Inc. (one of U.S.
Delivery's founding companies) and served as its President from 1986 to 1994.
From 1977 to 1986, Mr. Grant was President and co-founder of several different
delivery and transportation companies that were predecessors to ViaNet.

SUMMARY OF CASH AND CERTAIN AND OTHER COMPENSATION

Summary Compensation Table. The following table sets forth individual
compensation (cash and non-cash, plan and non-plan) paid to the Chief
Executive Officer and to certain other executive officers of the Company (the
"Named Executive Officers") for all services rendered in all capacities to the
Company and its subsidiaries for fiscal 1993, fiscal 1994 and fiscal 1995:

<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION
------------------------- ---------------------------
NUMBER OF ALL OTHER
NAME AND POSITION YEAR SALARY BONUS(2) OPTIONS COMPENSATION(3)
- ----------------- ---- -------- -------- --------- ---------------
<S> <C> <C> <C> <C> <C>
Jirka Rysavy............. 1995 $256,732 -- 525,000
Chairman of the Board 1994 212,630 $141,900 750,000 12,813
and Chief 1993 196,574 10,000 375,000(4) 13,142
Executive Officer
Robert L. King........... 1995 235,775 -- 375,000 37,448
President and Chief 1994 194,498 $132,000 525,000 --
Operating Officer 1993 86,955(5) -- 450,000 --
Gary M. Jacobs........... 1995 $217,452 -- 225,000
Executive Vice President 1994 177,776 $92,500 300,000 --
and Secretary 1993 146,714 10,000 56,250 5,552
Sam Leno................. 1995 $274,231(6) -- 450,000 --
Executive Vice President
and Chief Financial
Officer
Clayton Trier............ 1995 $151,769(7) -- 190,000 --
Chief Executive Officer,
U.S. Delivery
</TABLE>
- --------
(1) With respect to each of the Named Executive Officers, the aggregate amount
of perquisites and other personal benefits, securities or property
received was less than either $50,000 or 10% of the total annual salary
reported.
(2) Bonuses for fiscal 1995 have not yet been determined.
(3) All other compensation includes taxable relocation, temporary housing and
other executive benefits.
(4) Represents warrants issued to Mr. Rysavy.
(5) This amount represents Mr. King's salary from August 1993, when he joined
the Company, through the end of fiscal 1993.
(6) This amount represents Mr. Leno's salary from July 1995, when he joined
the Company, through the end of fiscal 1995.
(7) This amount represents Mr. Trier's salary paid by U.S. Delivery during
fiscal 1995. Mr. Trier joined the Company following the merger with U.S.
Delivery on March 1, 1996.

During August 1995, the annual base salary for Mr. Jacobs was increased to
$225,000. Effective August 14, 1995, the annual base salaries for Messrs.
Rysavy and King were increased to $275,000 and $250,000, respectively.

11
<PAGE>

Stock Options Granted. The following table sets forth information concerning
individual grants of stock options made by the Company during fiscal 1995 to
each of the Named Executive Officers:

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES
PERCENT OF OF STOCK PRICE
TOTAL OPTIONS APPRECIATION FOR
NUMBER GRANTED TO EXERCISE OPTION TERMS(1)
OF OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED FISCAL 1995 (PER SHARE) DATE 5% 10%
---- ---------- ------------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jirka Rysavy............ 525,000(2) 8% $20.00 06/30/07 $8,358,000 $22,454,250
Robert L. King.......... 375,000(2) 6% $20.00 06/30/07 5,970,000 16,038,750
Gary M. Jacobs.......... 225,000(2) 3% $20.00 06/30/07 3,582,000 9,623,250
Sam Leno................ 225,000(2) 3% $20.00 06/30/07 3,582,000 9,623,250
225,000(3) 3% $20.00 08/29/02 1,831,500 4,268,250
Clayton Trier........... 190,000(3) 3% $29.75 03/01/06 3,554,900 9,007,900
</TABLE>
- --------
(1) The 5% and 10% assumed annual rates of compound stock price appreciation
over the term of the options are computed in accordance with rules and
regulations of the Securities and Exchange Commission and do not represent
the Company's estimate of stock price appreciation or a projection by the
Company of future stock prices.
(2) These options vest on June 30, 2005, which vesting accelerates if (a) a
change of control (as defined in the option agreements) occurs at any time
(with greater acceleration if a change of control occurs at or prior to
June 30, 1998) at a stock price per share greater than $43.33 or (b) the
average closing price for Common Stock on the Nasdaq National Market for
90 consecutive trading days equals or exceeds $33.33 to $43.33 per share,
provided that acceleration based upon the closing price may not occur
before June 30, 1997. These options expire on June 30, 2007 unless sooner
terminated under the terms of the option agreements.
(3) The options vest in equal monthly installments over a period of five
years, beginning on the month after the first anniversary of the grant
date. These options expire on the earliest to occur of (a) the seventh
anniversary (in the case of Mr. Leno's options) and the tenth anniversary
(in the case of Mr. Trier's options) of the grant date or (b) a breach by
the optionee of the confidentiality and noncompetition agreement executed
by the optionee, unless sooner terminated under the terms of the option
agreements.

Option Exercises and Option Values. The following table sets forth
information concerning stock options exercised by each of the Named Executive
Officers during fiscal 1995 and the number of unexercised options and warrants
held by such persons at the end of fiscal 1995 and the value thereof:

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED "IN-THE-MONEY" OPTIONS
NUMBER OF OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END(2)
SHARES ACQUIRED VALUE ----------------------------- -------------------------
NAME ON EXERCISE REALIZED(L) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jirka Rysavy............ -- -- 375,000 1,275,000 $8,782,500 $22,706,250
Robert L. King.......... -- -- 225,000 1,125,000 $5,719,500 $21,694,500
Gary M. Jacobs.......... 122,500 $3,093,565 91,484 592,266 $2,500,000 $10,993,945
Sam Leno................ -- -- -0- 450,000 -0- $ 4,837,500
Clayton Trier........... -- -- 196,952 190,000 $4,548,344 $ 190,000
</TABLE>
- --------
(1) The value realized represents the difference between the fair market value
on the date of exercise and the exercise price, multiplied by the
applicable number of options.
(2) Options or warrants are "in-the-money" if the fair market value of the
underlying securities exceeds the exercise price of the option or warrant.
The amounts set forth represent the difference between $30.75 per share,
the fair market value of the Company's Common Stock issuable upon exercise
of options or warrants at March 2, 1996, and the exercise price of the
option or warrant, multiplied by the applicable number of options or
warrants.

12
<PAGE>

EMPLOYMENT CONTRACTS

Mr. King has an employment agreement with the Company pursuant to which he
serves as President and Chief Operating Officer, which agreement expires on
August 31, 1997. In addition to his base salary, Mr. King is entitled to
participate in all benefit and incentive plans available to executive officers
and to receive a bonus of up to 100% of his base salary if the Company
achieves certain financial performance targets. Mr. King was also granted
options to purchase 450,000 shares of Common Stock at $5.33 per share, which
options vest in four equal annual installments beginning on September 1, 1994.
If the employment agreement is terminated other than for cause by the Company,
upon the death or disability of Mr. King or voluntarily by Mr. King following
a breach of the agreement by the Company, Mr. King will be entitled to receive
salary, bonus and benefits for twelve months following termination and one-
third of any unvested stock options granted to Mr. King will become
exercisable.

Mr. Leno has an employment agreement with the Company, pursuant to which he
serves as Executive Vice President and Chief Financial Officer, which expires
on July 31, 1999. In addition to his base salary, Mr. Leno is entitled to
participate in all benefit and incentive plans available to executive officers
and to receive a bonus of up to 100% of his base salary if the Company
achieves certain financial performance targets. See "--Other Benefit Plans--
Incentive Plans." Mr. Leno also received options to purchase 225,000 shares of
Common Stock at the market price per share as of the grant date, which options
vest in four equal annual installments beginning on August 1, 1996. Mr. Leno
was granted options to purchase an additional 225,000 shares of Common Stock
under the Executive Plan. If the employment agreement is terminated other than
for cause by the Company, upon the death or disability of Mr. Leno or
voluntarily by Mr. Leno following a breach of the agreement by the Company,
Mr. Leno will be entitled to receive salary, bonus and benefits for twelve
months following termination.

Mr. Jacobs has an employment agreement with the Company pursuant to which he
serves as Executive Vice President. The employment agreement expires on
November 10, 1996. In addition to his base salary, Mr. Jacobs is entitled to
participate in all benefit and incentive plans available to executive officers
and to receive a bonus of up to 100% of his base salary if the Company
achieves certain financial performance targets. If the agreement is terminated
by the Company other than for cause or upon the death or disability of Mr.
Jacobs or voluntarily by Mr. Jacobs, Mr. Jacobs is entitled to receive salary
and benefits for six months following termination.

Mr. Trier has an employment agreement pursuant to which he serves as Chief
Executive Officer of U.S. Delivery. The agreement provides for an annual
salary of $150,000, subject to board review, incentive bonuses and stock
options, as well as certain other benefits. The agreement provides for certain
severance payments under certain circumstances, including upon a change in
control (as defined in the employment agreement).

13
<PAGE>

SUMMARY OF OPTION GRANTS. The following table summarizes the aggregate
number of options granted or assumed by the Company during fiscal 1995. Each
option is exercisable for one share of the Company's Common Stock, which had a
market value of $30.75 per share as of March 2, 1996.

<TABLE>
<CAPTION>
1992 STOCK 1994 STOCK 1994 EXECUTIVE ASSUMED USDS
NAME AND POSITION OPTION PLAN OPTION PLAN(1) STOCK OPTION PLAN(1) PLAN(2)
----------------- ----------- -------------- -------------------- ------------
<S> <C> <C> <C> <C>
Jirka Rysavy, Chairman
of the Board and Chief
Executive Officer...... -- -- 525,000 --
Robert L. King,
President and Chief
Operating Officer...... -- -- 375,000 --
Sam R. Leno, Executive
Vice President and
Chief Financial
Officer................ -- 225,000 225,000 --
Gary M. Jacobs,
Executive Vice
President.............. -- -- 225,000 --
Clayton K. Trier, CEO,
U.S. Delivery.......... 190,000 -- 196,952
Current Executive
Officers as a group.... -- 415,000 1,350,000 --
Current Non-employee
Directors as a group... -- -- -- --
All other employees as a
group, net of
forfeitures............ -- 3,387,975 -- 1,540,048
Total options granted,
net of forfeitures..... -- 3,802,975 1,350,000 1,737,000
</TABLE>
- --------
(1) Certain of the option grants shown in this column will be included under
the applicable plan only if the proposed amendment to such plan is
approved by shareholders at the Annual Meeting. See Proposals 3 and 4.
(2) At the time of the merger with U.S. Delivery, the Company assumed the U.S.
Delivery stock option plan.

Certain Federal Tax Consequences. The following is a discussion of certain
anticipated federal income tax consequences to recipients of awards made under
the Company's stock option plans under current law. The federal income tax
consequences depend on whether the options are incentive stock options or non-
qualified stock options.

Incentive Stock Options. For incentive stock options, no tax is due until
the sale of the option shares. If the shares of Common Stock acquired upon
exercise of an incentive stock option are not sold until two years after the
grant date and one year after the exercise date, any gain (the excess of the
sale price over the exercise price) or loss (the excess of the exercise price
over the sale price) will be a long-term capital gain or loss.

If the option shares are sold within two years after the grant date or
within one year after the exercise date, the sale is a "disqualifying
disposition." The optionee will generally recognize income in the year of the
"disqualifying disposition" equal to the gain (excess of the sale price over
the exercise price). The portion of the gain equal to the excess of the fair
market value of the Common Stock on the exercise date over the exercise price
will be compensation taxable as ordinary income, and any remaining gain will
be long-term or short-term capital gain depending on whether the shares were
sold more than one year after the option was exercised. If the "disqualifying
disposition" is a sale or exchange (other than a sale or exchange with certain
persons related to the optionee), the amount of compensation taxable as
ordinary income cannot exceed the excess of the sale price over the exercise
price, even if the sale price is less than the fair market value of the Common
Stock on the exercise date. If any of the exercise price is paid by
surrendering shares of Common Stock within two years after the grant date,
proposed Internal Revenue Service regulations may require the optionee to
recognize compensation taxable as ordinary income in the amount equal to the
excess of the sale price over the exercise price.

No tax is due at the time an incentive stock option is granted or exercised.
Special rules apply to optionees who are subject to the alternative minimum
tax. The Company may be entitled to a tax deduction in the year of the
"disqualifying disposition."

Non-Qualified Stock Options. For non-qualified stock options, tax is due
upon exercise of the option, even if the option shares are not sold when the
option is exercised. The optionee will be taxed upon exercise for

14
<PAGE>

ordinary income in an amount per share equal to the difference between the
exercise price of the non-qualified stock option and the fair market value of
the Common Stock on the exercise date. The amount of such ordinary income will
be determined based upon the fair market value of the Common Stock on the date
of recognition. The Company will (subject to any applicable limitation
contained in the Internal Revenue Code of 1986, as amended (the "Code")) be
entitled to a tax deduction for the compensation taxable as ordinary income
when a non-qualified stock option is exercised. An optionee will not be deemed
to receive any taxable income at the time a non-qualified stock option is
granted, nor will the Company be entitled to a deduction at that time.

Upon a sale of the option shares, any gain (the excess of the sale price
over the fair market value of the Common Stock on the exercise date) or loss
(the excess of the fair market value of the Common Stock on the exercise date
over the sale price) will be a long-term capital gain or loss if the sale
occurs more than one year after the date of exercise (or, if later, the date
when income was recognized by the optionee). Otherwise, if the option shares
are sold less than a year after exercise, there will be a short-term capital
gain or loss.

If any of the exercise price of a non-qualified stock option is paid by
surrendering shares of Common Stock (including, based upon proposed
regulations under the Code, shares previously acquired upon exercise of an
incentive stock option), no gain or loss will be recognized on the shares
surrendered. Option shares equal to the number of shares surrendered will have
the same basis and holding period, for purposes of determining whether
subsequent dispositions result in long-term or short-term capital gain or
loss, as the shares surrendered. The balance of the option shares will be
treated for federal income tax purposes as though issued for an exercise price
equal to the consideration, if any, paid by the optionee in cash. The
optionee's compensation, taxable as ordinary income upon exercise, and the
Company's deduction, is the same whether the exercise price is paid in cash or
in shares of Common Stock.

If a non-qualified stock option is exercised by a reporting person under
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") within six months of the grant date, the recognition of income
may be delayed until such shares may be resold without incurring liability
under Section 16(b) of the Exchange Act (generally six months after the grant
date).

The foregoing is a general summary of current federal income tax treatment.
These tax rules are complex and subject to change. Each optionee should
consult his or her own tax advisor for more detailed information regarding the
tax consequences applicable to his or her own situation.

OTHER BENEFIT PLANS

Incentive Plan. The Company has adopted an incentive plan for its executive
officers and other management employees. The incentive plan provides for
annual cash bonuses based upon the performance by the Company of specified
financial objectives and, for some participants, by the participant's
individual performance. Target awards are a percentage of base salary as of
fiscal year end. Financial objectives, any applicable individual performance
objectives, and target awards for the Named Executive Officers are determined
by the Compensation Committee. For the Company's Chief Executive Officer,
Chief Operating Officer and Executive Vice Presidents, the objectives are
based on the Company's earnings per share and individual performance
objectives. Target awards are 50% of base salary if financial objectives are
met and not less than 100% of base salary if financial objectives are exceeded
by specified percentages and the individual objectives are met. Target awards
for other Named Executive Officers and certain other key employees are based
on earnings per share, other Company financial performance criteria and
individual performance. Target awards are generally 30% of base salary for the
other named executive officers if the financial and individual objectives are
met and up to not less than 50% of base salary if these objectives are
exceeded. Target awards, financial objectives and individual performance
objectives for all other participants are established by the Administrative
Committee.

1994 Employee Stock Purchase Plan. The 1994 Employee Stock Purchase Plan
(the "Purchase Plan") was adopted by the Board and approved by the
shareholders in August 1994. The Purchase Plan permits the

15
<PAGE>

Company to sell shares of Common Stock to eligible employees at a discount
from the lower of the market price at the beginning or end of the plan year
with funds set aside through payroll deductions. Participants may withdraw
shares purchased for their account under the Purchase Plan at any time. Resale
of shares may be subject to a holding period established annually by the
Compensation Committee of up to one year. The purchases under the Purchase
Plan receive certain tax benefits. A maximum of 750,000 shares may be
purchased by employees pursuant to the Purchase Plan. The Purchase Plan is
administered by the Compensation Committee. The Company may, in its
discretion, terminate or amend the Purchase Plan at any time.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board established a Compensation Committee on August 24, 1993. During
fiscal 1995, the Compensation Committee was comprised of Ms. Hickey and
Messrs. Patrick and Feuer (for part of the year). None of the executive
officers of the Company currently serves on the compensation committee of
another entity or on any other committee of the board of directors of another
entity performing similar functions. Members of the Compensation Committee, or
their affiliates, have entered into the following transactions with the
Company.

In connection with the several rounds of private equity financing of the
Company in December 1991, J.P. Morgan Investment Corporation ("J.P. Morgan")
purchased approximately 2,698,704 shares of Common Stock (some of which were
originally issued as preferred stock) for an aggregate purchase price of
$8,427,252. J.P. Morgan sold 148,069 shares of Common Stock in the Company's
initial public offering in September 1994 and 330,000 shares of Common Stock
in the Company's subsequent public offering in March 1995. The Company, 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 the Company's capital stock for nonvoting shares of the
same number and class. Mr. Patrick is an officer of J.P. Morgan.

In connection with the several rounds of private equity financing of the
Company, certain entities comprising The Sprout Group purchased an aggregate
of 5,697,197 shares of Common Stock (some of which were originally issued as
preferred stock) for an aggregate purchase price of $16,397,293. Some of these
shares have subsequently been transferred to other entities within The Sprout
Group or sold. Ms. Hickey is a general partner of several limited partnerships
comprising, in part, The Sprout Group, and is a divisional Senior Vice
President of DLJ Capital Corporation. The Sprout Group is a division of DLJ
Capital Corporation. DLJ Capital Corporation and DLJ Securities Corporation
are each wholly-owned subsidiaries of Donaldson, Lufkin & Jenrette, Inc. DLJ
Securities Corporation was one of the Underwriters for the Company's initial
public offering. Sprout VI, Sprout Growth and DLJ Venture Capital Fund II,
L.P. are each limited partnerships associated with The Sprout Group and DLJ
Capital Management, a wholly-owned subsidiary of DLJ Capital Corporation,
submanages ML Venture's and Merrill Lynch Venture Capital Inc.'s investments
in the Company (collectively with certain other entities, the "DLJ
Affiliates"). As of the date hereof, the DLJ Affiliates collectively owned
approximately 2.5% of the issued and outstanding Common Stock of the Company.
DLJ Securities Corporation performed investment banking and financial advisory
services on behalf of the Company in connection with the offering of the
Company's 9 1/8% Senior Subordinated Notes due 2004, the private equity
financing in January 1994, the Company's initial public offering, and the
Company's subsequent public offerings, for which it received customary fees.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION PHILOSOPHY

The Compensation Committee of the Board of Directors (the "Committee")
consisted of Ms. Hickey, Mr. Patrick and Mr. Feuer (for a portion of the year)
during fiscal 1995, each of whom is a disinterested person under Rule 16b-3
under the Exchange Act. The Committee sets compensation policies applicable to
executive officers, has the authority to approve salaries and bonuses and
other compensation matters for these executive officers and administers the
Company's various stock option and stock purchase plans.

16
<PAGE>

EXECUTIVE COMPENSATION COMPONENTS

The Company's executive compensation policy is designed with the goals of
ensuring that an appropriate relationship exists between executive pay and
corporate performance, while at the same time motivating and retaining highly
qualified executive officers, and providing total compensation that is
competitive with companies in comparable industries or other companies of
comparable growth and performance. The key components of the Company's
compensation program are base salary, annual incentive bonus awards and equity
participation in the form of stock options and warrants. Executive officers
are also entitled to customary benefits generally available to all employees
of the Company, including group medical, dental and life insurance and 401(k)
and employee stock purchase plans.

Annual Cash Compensation. The Company was privately held until September
1994. Compensation of the Named Executive Officers for fiscal 1995 was based
on the executives' duties and responsibilities, financial performance of the
Company and other factors considered by the Committee. The Committee also
considered the success of the Named Executive Officers in developing and
executing the Company's acquisition, financing and strategic plans. All of the
Named Executive Officers received salary increases for fiscal 1995 ranging
from 20% to 22% over fiscal 1994. The Committee believes that executive
officer base salaries and annual cash compensation for fiscal 1995 were
reasonable and below cash compensation paid by many companies in comparable
industries and other companies of comparable growth and performance.

Incentive Bonus Plan. The Company has adopted an incentive plan for its
executive officers and other management employees. The incentive plan provides
for annual cash bonuses based upon the performance by the Company of specified
financial objectives. Financial objectives and target awards for the chief
executive officer and the other Named Executive Officers are determined by the
Committee.

Stock Options. Equity participation is a key component of the Company's
executive compensation program. Stock options are granted to Named Executive
Officers primarily based on the officer's contribution to the Company's growth
and profitability. Option grants are designed to retain executive officers and
motivate them to enhance shareholder value by aligning the financial interests
of the Named Executive Officers with those of the Company's shareholders.
Stock options provide an effective incentive for management to create
shareholder value over the long term since the option value depends on
appreciation in the price of the Common Stock over a number of years.

During fiscal 1995, the Committee granted options aggregating 1,350,000
shares of stock to four Named Executive Officers at a price of $20.00 per
share: Mr. Rysavy--525,000 shares; Mr. King--375,000 shares; and Mr. Jacobs
and Mr. Leno--225,000 shares each. In making these grants, the Committee
considered incentive compensation of companies in comparable industries or
other companies of comparable growth and size, the success of these Named
Executive Officers in achieving the Company's acquisition, financing and
strategic plans, and the financial performance of the Company. The options
vest in 2005 and terminate in 2007, with accelerated vesting of 50% to 100% of
such options in the event that there is a change in control (as defined in the
stock options agreements) of the Company at a price of between $33.33 per
share and $43.33 per share or if the Common Stock trades at more than $33.33
per share before June 30, 1997 (for 50% vesting) and $43.33 per share before
June 30, 1998 (for 100% vesting) for specified periods. Holders may only
exercise a 25% portion of vested options for each year with respect to vesting
that has been accelerated due to trading price levels. Mr. Leno also received
a grant under the 1994 Plan of options to purchase 225,000 shares in August
1995. Mr. Trier received a grant of options to purchase 190,000 shares in
March 1996 in connection with the U.S. Delivery merger.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Rysavy received a base salary of $256,732 in fiscal 1995, a 20% increase
over his fiscal 1994 base salary. Mr. Rysavy's employment agreement provides
for annual review of his base salary and adjustment in light of his
performance and the salary increases for the Company's other executive
officers. Mr. Rysavy was

17
<PAGE>

granted options to purchase 525,000 shares of the Common Stock. In deciding
upon an 20% increase in Mr. Rysavy's salary, and the grant of options to
purchase 525,000 shares, the Committee focused on the importance of Mr. Rysavy
to the continued growth and development of the Company, his expertise in the
industry, his demonstrated management skills and ability to implement the
Company's acquisition, financing and strategic plans, his role in the
consummation of the Company's initial and subsequent public offerings and
numerous acquisitions, and the Company's achievement of other milestones. The
Committee also considered the range of salary increases for the Company's
other Named Executive Officers.

FUTURE EXECUTIVE OFFICER COMPENSATION

During fiscal 1994, William M. Mercer, Incorporated, a national compensation
consulting firm, prepared an analysis of the cash compensation practices of a
group of comparative companies extracted from compensation data banks, surveys
and recent proxy statements. The companies surveyed included companies from
the office products industry (Office Depot, Staples and OfficeMax) and other
selected high-growth or acquisition-oriented retailers and health care
companies, general industry fast-growth companies and companies with market
capitalization or sales comparable to the Company. After examination of the
survey data, the Committee determined that the cash compensation portion of
the Company's executive compensation program is generally somewhat less than
the amounts paid by comparable companies, but that the Company's total
compensation arrangements are generally satisfactory. The Committee intends to
continue to emphasize stock options and other forms of long term compensation,
and to periodically review all forms of executive compensation to ensure that
the Company can attract and retain key executives. Management has advised the
Committee of its desire to continue to have a substantial portion of executive
compensation directly tied to corporate performance.

In addition, the chief executive officer and other Named Executive Officers
are entitled to receive incentive bonuses based upon financial objectives and
target awards as determined by the Committee. For the Company's Chief
Executive Officer, Chief Operating Officer and Executive Vice Presidents, the
objectives for fiscal 1996 are based on the Company's earnings per share and
individual performance. Target awards for these executives are not yet firmly
established for fiscal 1996, but are expected to be 50% of base salary if
financial objectives are met and not less than 100% of base salary if
financial objectives are exceeded by specified percentages and the individual
objectives are met. Target awards for other Named Executive Officers are based
on earnings per share, other Company financial performance criteria and
individual performance. Target awards are not yet firmly established for
fiscal 1996, but are expected to be 30% of base salary for the other named
executive officers if the financial and individual objectives are met and up
to not less than 50% of base salary if these objectives are exceeded.
Individual objectives have not yet been established for any participants for
fiscal 1996.

In addition, the Company anticipates that it will continue to hire, appoint
or otherwise change senior managers and other key executives as it continues
to grow. Executive compensation and compensation policies may change as the
Company continues to grow and as management changes are implemented.

TAX CONSIDERATIONS

Amendments to the Internal Revenue Code of 1986 enacted in 1993 generally
limit the tax deductibility of compensation paid by a public company to its
chief executive officer and four other most highly compensated executive
officers to $1 million unless the executive compensation is awarded under a
performance-based plan approved by the shareholders of the company. Although
the Committee believes that tax deductibility is of value to the Company, it
has decided not to submit its incentive plan for shareholder approval at this
time. The Committee may decide to submit the incentive plan for shareholder
approval if cash incentive compensation is likely to exceed $1 million. The
Executive Plan was submitted to and approved by the shareholders in August
1994, and complies with the performance-based requirements of the new tax
laws.

Compensation Committee

Janet A. Hickey
Donald H. Patrick, Jr.

18
<PAGE>

This report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act") or under the Exchange Act, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under the Securities Act and the Exchange Act and
shall not be deemed to be soliciting material.

19
<PAGE>

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on the
Common Stock since September 23, 1994, the date the Company's shares began
trading on the Nasdaq National Market, with the cumulative total return on the
S&P 500 Index and the S&P Retail Stores Composite Index over the same period.
The comparison assumes $100 was invested on September 23, 1994 in the Common
Stock and in each of the indices and assumes reinvestment of dividends, if
any, since that date. The Company has not paid cash dividends on the Common
Stock. Historic stock price is not indicative of future stock price
performance.

LOGO

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------
9/23/94 2/24/95 3/2/96
-------- -------- -------
<S> <C> <C> <C>
Corporate Express Inc... $100 $156 $296
S & P 500............... $100 $104 $140
S & P Retail Stores
Common Stock Composite
Index.................. $100 $ 95 $104
</TABLE>
- --------
(1) Assumes $100 investment on September 23, 1994.

This Stock Performance Graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this Proxy Statement into
any filing under the Securities Act or under the Exchange Act, except to the
extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under the Securities Act or
the Exchange Act and are not to be deemed to be soliciting material.

20
<PAGE>

CERTAIN TRANSACTIONS

In addition to transactions described in "Compensation Committee Interlocks
and Insider Participation," the Company is party to the following transactions
with its executive officers, directors and principal shareholders.

On October 23, 1993, OfficeMax, Inc. acquired 3,825,000 shares of Common
Stock for $23.5 million. Of these shares 3,750,000 were issued by the Company
and 75,000 were sold by Synergom, Inc., a corporation which is wholly owned by
Mr. Rysavy, the Company's Chairman of the Board and Chief Executive Officer.
On September 11, 1995, the Company purchased all of the shares of Common Stock
held by OfficeMax, Inc. Upon such purchase, Michael Feuer, OfficeMax's
designee to the Company's board of directors, resigned as a director.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's directors, officers
(including a person performing a principal policy-making function) and persons
who own more than 10% of a registered class of the Company's equity securities
("10% Holders") to file with the Securities and Exchange Commission ("SEC")
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Directors, officers and 10%
Holders are required by SEC regulations to furnish the Company with copies of
all of the Section 16(a) reports they file. Based solely upon a review of the
copies of the forms furnished to the Company and the representations made by
the reporting persons to the Company, the Company believes that during fiscal
1995 its directors, officers and 10% Holders complied with all filing
requirements under Section 16(a) of the Exchange Act, with the exception of
Clayton Trier, Sam Humphreys and Gary Grant, each of whom had one late filing,
each reporting one transaction.

SHAREHOLDER PROPOSALS

Shareholders may submit proposals on matters appropriate for shareholder
action at the Company's annual meetings consistent with regulations adopted by
the SEC. For shareholder proposals to be considered for inclusion in the proxy
statement and form of proxy relating to the 1997 annual meeting of
shareholders, they must be received by the Company not later than March 10,
1997. Such proposals should be addressed to the Company at 325 Interlocken
Parkway, Broomfield, Colorado 80021, Attention: General Counsel.

OTHER MATTERS

Management does not intend to present, and has no information as of the date
of preparation of this Proxy Statement that others will present, any business
at the Annual Meeting other than business pertaining to matters required to be
set forth in the Notice of Annual Meeting and Proxy Statement. However, if
other matters requiring the vote of the shareholders properly come before the
Annual Meeting, it is the intention of the persons named in the enclosed proxy
to vote the proxies held by them in accordance with their best judgment on
such matters.

YOUR VOTE IS IMPORTANT

21
<PAGE>

EXHIBIT A

ARTICLES OF AMENDMENT AND RESTATEMENT
OF CORPORATE EXPRESS, INC.

"Article Fourth of the Articles of Amendment and Restatement is amended to
read in full as follows:

ARTICLE IV

Shares Of Stock

A. Authorized Capital Stock. The aggregate number of shares that the
Corporation shall have authority to issue is three hundred twenty-eight
million (328,000,000), consisting of three hundred million (300,000,000)
shares of common stock ("Common Stock"), par value $.0002 per share, three
million (3,000,000) share of Non-Voting Common Stock ("Non-Voting Common
Stock"), par value $.0002 per share, and twenty-five million (25,000,000)
shares of preferred stock ("Preferred Stock"), par value $.0001 per share.

B. Authority Relative to Undesignated Preferred Stock. The board of
directors of the Corporation shall be authorized, subject to limitations
prescribed by the Colorado Business Corporation Act and elsewhere herein, to
provide for the issuance of the shares of previously undesignated Preferred
Stock in one or more series, to establish from time to time the number of
shares to be included in such series of previously undesignated Preferred
Stock, and to fix the designation, powers, preferences and rights of each
series of previously undesignated Preferred Stock and the qualifications,
limitations or restrictions thereof.

C. Preemptive Rights. Unless otherwise approved by a resolution of the
Corporation's board of directors, shareholders of the capital stock of the
Corporation shall not have the preemptive right to acquire unissued shares or
securities convertible into such shares or carrying a right to subscribe to or
acquire shares. Such provision shall apply to both shares outstanding and to
newly issued shares.

D. Dividends. Dividends on outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment before any dividends shall be paid
or declared and set apart for payment of the Common Stock with respect to the
same dividend period.

E. Liquidation, Dissolution or Winding Up. If upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
assets for distribution to holders of shares of Preferred Stock of all series
shall be insufficient to pay such holders the full preferential amount to
which they are entitled, then such assets shall be distributed ratably among
the shares of all series of Preferred Stock in accordance with the respective
preferential amounts (including unpaid cumulative dividends, if any) payable
with respect thereto.

F. Voting. Each holder of Common Stock shall have one vote on all matters
submitted to shareholders for each share of Common Stock standing in the name
of such holder on the books of the Corporation and entitled to vote, except
that in the election of directors each holder of Common Stock shall be
entitled to vote all of the shareholder's votes for as many persons as there
are directors to be elected. Each holder of Preferred Stock shall have the
voting rights designated for such Preferred Stock by the board of directors as
authorized under Article IV, Section B hereof. In the election of directors,
cumulative voting shall not be allowed. Except as otherwise provided herein,
and except as otherwise required by law, all shares of capital stock of the
Corporation entitled to vote shall vote as a single class on all matters
submitted to the shareholders.

G. Non-Voting Common Stock. Except as required by the Colorado Business
Corporation Act, each holder of Non-Voting Common Stock shall not be entitled
to vote. Except for no voting rights, the rights, powers and preferences of
the Non-Voting Common Stock are identical to those of the Common Stock.

A-1
<PAGE>

H. Quorum. At all meetings of the shareholders, the holders of a majority of
the shares outstanding and entitled to vote shall constitute a quorum. If a
quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by the Colorado Business Corporation Act or these Articles
of Amendment and Restatement."

A-2
<PAGE>

EXHIBIT B

CORPORATE EXPRESS, INC.

1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

ARTICLE I

Purpose

The purpose of the 1996 Stock Option Plan for Outside Directors (the "Plan")
is to enable Corporate Express, Inc. (the "Company") to attract and retain
outside directors and to strengthen the mutuality of interests between such
directors and the Company's stockholders.

ARTICLE II

Definitions

For purposes of the Plan, the following terms shall have the following
meanings:

2.1 "Board" shall mean the Board of Directors of the Company.

2.2 "Change of Control" shall mean the occurrence of any one of the
following: (i) the Company enters into an agreement of reorganization, merger
or consolidation pursuant to which it is not the surviving corporation, other
than a transaction that is accounted for as a pooling of interests, (ii) the
Company sells all or substantially all its assets, or (iii) in excess of 50%
of the issued and outstanding shares of Common Stock is acquired by a single
purchaser or group of related purchasers (other than the Company, a subsidiary
of the Company or an employee benefit plan sponsored by the Company or a
subsidiary).

2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended, and
rules and regulations under the Internal Revenue Code of 1986, as amended.

2.4 "Common Stock" shall mean the Common Stock, par value $.0002 per share,
of the Company.

2.5 "Disability" shall mean a disability due to any medically determinable
physical or mental impairment that prevents a director from fulfilling his or
her duties as a director, as determined in the reasonable judgment of the
Board.

2.6 "Effective Date" shall mean the date on which the Plan is approved by
the affirmative vote of the holders of a majority of the outstanding shares of
Common Stock present, or represented, and entitled to vote at a duly held
meeting of the stockholders of the Company.

2.7 "Eligible Director" shall mean any member of the Board who, on the date
on which Options are to be granted, is not an officer or employee of the
Company or any of the Company's subsidiaries, but shall exclude any such
member of the Board who advises the Company in writing of his or her desire
not to participate in the Plan.

2.8 "Fair Market Value" for purposes of the Plan, unless otherwise required
by the Code, shall mean, as of any date, the average of the high and low sales
prices of a share of Common Stock as reported on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading, or, if not listed or traded on any such exchange, on the Nasdaq Stock
Market, or, if not so listed or traded, the fair market value as determined by
the Board, which determination shall be conclusive.

2.9 "Optionee" shall mean an individual to whom a Stock Option has been
granted under the Plan.

B-1
<PAGE>

2.10 "Stock Option" or "Option" shall mean any option to purchase shares of
Common Stock granted pursuant to Article VI.

ARTICLE III

Administration

3.1 Administration. The Plan shall be administered and interpreted by the
Board.

3.2 Guidelines. Subject to Article VII, the Board shall have the authority
to adopt, alter and repeal administrative rules, guidelines and practices
governing the Plan as it, from time to time, deems advisable; to interpret the
terms and provisions of the Plan and any Option granted under the Plan (and
any related agreements); and to otherwise supervise the administration of the
Plan. The Board may correct any defect, supply any omission, conform the Plan
to any change in law or regulation, or reconcile any inconsistency or
ambiguity in the Plan or in any Option in the manner and to the extent it
shall deem necessary to carry the Plan into effect. Notwithstanding the
foregoing, no action of the Board under this Section 3.2 shall impair the
rights of any Optionee without such person's consent, unless otherwise
required by law.

3.3 Decisions Final. Any decision, interpretation or other action made or
taken in good faith by the Board in accordance with the Plan shall be final,
binding and conclusive on the Company, all members of the Board and their
respective heirs, executors, administrators, successors and assigns.

3.4 Delegation. The Board may delegate any or all of its administrative
responsibilities under the Plan to officers or employees of the Company.

ARTICLE IV

Share Limitation

4.1 Shares. The maximum aggregate number of shares of Common Stock that may
be issued under the Plan shall be 250,000 shares of Common Stock (subject to
any increase or decrease pursuant to Section 4.2), which may be either
authorized and unissued shares of Common Stock or issued shares of Common
Stock that have been reacquired by the Company. If any Option granted under
the Plan shall expire, terminate or be cancelled for any reason without having
been exercised in full, the number of unpurchased shares shall again be
available for the purposes of the Plan.

4.2 Changes. In the event of any merger, reorganization, consolidation,
recapitalization, dividend (other than a regular cash dividend), stock split,
or other change in the capital structure of the Company affecting the Common
Stock, such substitution or adjustment shall be made in the maximum aggregate
number of shares that may be issued under the Plan, in the number of shares
for which Stock Options are to be granted to Eligible Directors pursuant to
Section 6.2 and in the number of shares subject to, and the option price of,
outstanding Options as may be determined to be appropriate by the Board, in
its sole discretion, provided that the number of shares subject to any Option
shall always be a whole number.

ARTICLE V

Eligibility

5.1 Eligible Directors. Only Eligible Directors shall be granted Options
under the Plan.

ARTICLE VI

Stock Options

6.1 Options. All Stock Options granted under the Plan shall be non-qualified
stock options (i.e., options that do not qualify as incentive stock options
under Section 422 of the Code).

B-2
<PAGE>

6.2 Grants. On the Effective Date, each Eligible Director shall
automatically be granted Stock Options to purchase 25,000 shares of Common
Stock, and each Eligible Director who first becomes a member of the Board
after the Effective Date shall automatically be granted Stock Options to
purchase 25,000 shares of Common Stock on the date of his or her selection or
election to the Board. For as long as the Plan remains in effect, each
Eligible Director shall also automatically be granted Stock Options to
purchase 10,000 shares of Common Stock on each anniversary of the date of such
initial grant (beginning on the second such anniversary), provided such person
is an Eligible Director on such date.

6.3 Terms of Options. Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Board shall,
in its discretion, determine:

(a) Stock Option Certificate. Each Stock Option shall be evidenced by,
and subject to the terms of, a Stock Option Certificate executed by the
Company. The Stock Option Certificate shall specify the number of shares of
Common Stock subject to the Stock Option, the option price, the option
term, and the other terms and conditions applicable to the Stock Option.

(b) Option Price. The option price per share of Common Stock purchasable
upon exercise of a Stock Option shall be equal to the Fair Market Value of
a share of Common Stock on the date the Option is granted.

(d) Exercisability. Stock Options granted on the Effective Date or to
Eligible Directors upon their first becoming members of the Board shall
become exercisable as follows: 40% on the first anniversary of the date of
grant, 40% on the second anniversary of the date of grant and 20% on the
third anniversary of the date of grant. All other Stock Options granted
pursuant to Section 6.2 shall become exercisable as follows: 50% on the
first anniversary of the date of grant and 50% on the second anniversary of
the date of grant.

(e) Method of Exercise. Stock Options may be exercised in whole or in
part at any time during the option term by giving written notice of
exercise to the Secretary or Assistant Secretary of the Company, specifying
the number of shares of Common Stock to be purchased. Such notice shall be
accompanied by payment in full of the option price and, if requested, by
the representation described in Section 9.2. The option price may be paid
in cash or by check payable to the Company or in such other form as the
Board deems acceptable. Unless otherwise determined by the Board, in its
sole discretion, at the time of grant, payment in full or in part may be
made in the form of Common Stock owned beneficially and of record by the
Optionee (and for which the Optionee has good title free and clear of any
liens and encumbrances) or by reduction in the number of shares issuable
upon such exercise, based, in either case, on the Fair Market Value of the
Common Stock on the exercise date. Upon payment in full of the option
price, as provided herein, a stock certificate or stock certificates
representing the number of shares of Common Stock to which the Optionee is
entitled shall be issued and registered in the name of and delivered to the
Optionee. An Optionee shall not be deemed to be the holder of Common Stock,
or to have the rights of a holder of Common Stock, with respect to shares
subject to the Option, unless and until a stock certificate representing
such shares of Common Stock is issued to such Optionee.

(f) Death. If an Optionee ceases to be a member of the Board by reason of
death, one-half of the Optionee's Stock Options that were not exercisable
on the date of such Optionee's death shall become immediately exercisable
and the legal representative of the Optionee's estate shall be entitled,
for a period of 90 days after the date of the Optionee's death or until the
expiration of the stated term of the Stock Option, whichever is shorter, to
exercise any of the Optionee's Stock Options that were exercisable on the
date of death and any Stock Options as to which the exercisability was
accelerated pursuant to this subsection (f).

(g) Disability. If an Optionee ceases to be a member of the Board by
reason of Disability, one-half of the Optionee's Stock Options that were
not exercisable on the date on which the Optionee ceased to be a

B-3
<PAGE>

member of the Board shall become immediately exercisable and the Optionee
shall be entitled, for a period of 90 days after such date or until the
expiration of the stated term of the Stock Option, whichever is shorter, to
exercise any Stock Options that were exercisable on the date on which the
Optionee ceases to be a member of the Board and any Stock Options as to
which the exercisability was accelerated pursuant to this subsection (g);
provided, however, that if the Optionee dies during such 90-day period, any
unexercised Stock Options shall thereafter be exercisable by the legal
representative of the Optionee's estate, to the extent it was exercisable
by the Optionee at the date of death, for a period of 90 days after the
date of the Optionee's death or until the expiration of the stated term of
the Stock Option, whichever is shorter.

(h) Other Termination. If an Optionee ceases to be a member of the Board
by reason of retirement or for any reason other than death or Disability,
all Stock Options held by such Optionee shall terminate on the date on
which the Optionee ceases to be a member of the Board.

(i) Change of Control. In the event of a Change of Control, one-half of
all outstanding Stock Options shall immediately become fully exercisable,
and upon payment by the Optionee of the option price (and, if requested,
delivery of the representation described in Section 9.2), a stock
certificate representing the Common Stock covered thereby shall be issued
and registered in the name of and delivered to the Optionee as soon as
practicable.

(j) Non-transferability of Option. No Stock Option shall be transferable
by an Optionee otherwise than by will or by the laws of descent and
distribution, to the extent consistent with the terms of the Plan and the
Option, and all Stock Options shall be exercisable, during an Optionee's
lifetime, only by the Optionee.

ARTICLE VII

Termination or Amendment

7.1 Termination or Amendment of the Plan. The Board may at any time amend,
discontinue or terminate the Plan in whole or in part (including any amendment
deemed necessary to ensure that the Company may comply with any regulatory
requirement referred to in Article IX); provided, however, that, unless
otherwise required by law, the rights of an Optionee with respect to Options
granted prior to such amendment, discontinuance or termination, may not be
impaired without the consent of such Optionee and, provided further, without
the approval of the Company's stockholders, no amendment may be made that
would (i) materially increase the aggregate number of shares of Common Stock
that may be issued under the Plan (except by operation of Section 4.2); (ii)
materially modify the requirements as to eligibility to participate in the
Plan; or (iii) materially increase the benefits accruing to participants under
the Plan. Notwithstanding the foregoing, the provisions of Articles V and VI
may not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act, or the rules
thereunder.

7.2 Amendment of Options. The Board may amend the terms of any Stock
Options, prospectively or retroactively, but, subject to Article IV, no such
amendment or other action by the Board shall impair the rights of any Optionee
without the Optionee's consent.

ARTICLE VIII

Unfunded Plan

8.1 Unfunded Status of Plan. The Plan is intended to constitute an
"unfunded" plan for incentive compensation. With respect to any payment not
yet made to an Optionee by the Company, nothing contained herein shall give
any such individual any rights that are greater than those of a general
creditor of the Company.

B-4
<PAGE>

ARTICLE IX

General Provisions

9.1 Nonassignment. Except as otherwise provided in the Plan, Options granted
hereunder and the rights and privileges conferred thereby shall not be
transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of such Option, right or privilege contrary
to the provisions hereof, or upon the levy of any attachment or similar
process thereon, such Option and the rights and privileges conferred thereby
shall immediately terminate and the Option shall immediately be forfeited to
the Company.

9.2 Legend. The Board may require each person purchasing shares upon
exercise of an Option to represent to the Company in writing that the Optionee
is acquiring the shares for investment only and not for resale or with a view
to distribution and to make such other representations as the Board may
require. The stock certificates representing such shares may include any
legend which the Board deems appropriate to reflect any restrictions on
transfer.

All certificates representing shares of Common Stock delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Board may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Common Stock is then listed or traded or the Nasdaq Stock
Market, any applicable Federal or state securities law, and any applicable
corporate law, and the Board may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

9.3 Other Plans. Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

9.4 No Right to Continue Relationship. Neither the Plan nor the grant of any
Option under the Plan shall confer upon any person any right to continue as a
director of the Company or obligate the Company to nominate any director for
reelection by the Company's stockholders.

9.5 Listing and Other Conditions.

(a) The issuance of any shares of Common Stock upon exercise of an Option
shall be conditioned upon such shares being listed on a national securities
exchange or on the Nasdaq Stock Market. The Company shall have no obligation
to issue such shares unless and until such shares are so listed, and the right
to exercise any Option shall be suspended until such listing has been
effected.

(b) If at any time counsel to the Company shall be of the opinion that any
sale or delivery of shares of Common Stock upon exercise of an Option is or
may in the circumstances be unlawful or result in the imposition of a material
amount of excise taxes under the statutes, rules or regulations of any
applicable jurisdiction, the Company shall have no obligation to make such
sale or delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock, and the right to exercise
any Option shall be suspended until, in the opinion of such counsel, such sale
or delivery shall be lawful or shall not result in the imposition of a
material amount of excise taxes.

(c) Upon termination of any period of suspension under this Section 9.5, any
Option affected by such suspension which shall not then have expired or
terminated shall be reinstated as to all shares available before such
suspension and as to shares which would otherwise have become available during
the period of such suspension, but no such suspension shall extend the term of
any Option.

B-5
<PAGE>

9.6 Governing Law. The Plan and actions taken in connection herewith shall
be governed and construed in accordance with the laws of the State of
Colorado.

9.7 Construction. Wherever any words are used in the Plan in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply.

9.8 Liability of the Board. No member of the Board nor any employee of the
Company or any of its subsidiaries shall be liable for any act or action
hereunder, whether of omission or commission, by any other member of the Board
or employee or by any agent to whom duties in connection with the
administration of the Plan have been delegated or, except in circumstances
involving bad faith, gross negligence or fraud, for anything done or omitted
to be done by himself.

9.9 Costs. The Company shall bear all expenses incurred in administering the
Plan, including expenses of issuing Common Stock upon the exercise of Options.

9.10 Severability. If any part of the Plan shall be determined to be invalid
or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of the Plan which shall
continue in full force and effect.

9.11 Successors. The Plan shall be binding upon and inure to the benefit of
any successor or successors of the Company.

9.12 Headings. Article and section headings contained in the Plan are
included for convenience only and are not to be used in construing or
interpreting the Plan.

ARTICLE X

Term of Plan

10.1 Effective Date. The Plan shall be effective as of the Effective Date.

10.2 Termination. Unless sooner terminated, the Plan shall terminate ten
years after the Effective Date and no Options shall be granted thereafter.
Termination of the Plan shall not affect Options granted before such date,
which shall continue to be exercisable, in accordance with the terms of the
Plan, after the Plan terminates.

B-6
<PAGE>

LOGO
<PAGE>

CORPORATE EXPRESS, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 8, 1996

The undersigned shareholder(s) of Corporate Express, Inc., a Colorado
corporation (the "Company"), revoking all previous proxies, hereby appoints
Gary M. Jacobs and Robert L. King, and each of them acting individually, as
the attorneys and proxies of the undersigned, with full power of substitution,
to cast all votes for all shares of Common Stock of the Company which the
undersigned would be entitled to cast if personally present at the Annual
Meeting of Shareholders of the Company, to be held at the Boulderado Hotel,
2115 13th Street, Boulder, Colorado, on Thursday, August 8, 1996 at 9:00 a.m.
(local time), and any and all adjournments or postponements thereof. Said
proxies are authorized and directed to vote as indicated with respect to the
following matters:

(CONTINUED ON THE OTHER SIDE)
<PAGE>

Please mark
[X] your votes
as this

1. ELECTION OF DIRECTORS:
Jirka Rysavy
Robert L. King
Janet A. Hickey
Clayton K. Trier
Mo Siegel FOR all WITHOLD
nominees AUTHORITY
listed (except to vote for all
as market to nominees listed
the contrary)
Shareholders may withhold authority
to vote for any individual nominee [_] [_]
by striking a line through the above
nominee's name.

FOR AGAINST ABSTAIN

2. To approve an amendment to the
Company's Articles of Incorporation [_] [_] [_]
to increase the number of shares of
Common Stock authorized from 100,000,000
to 300,000,000.

3. To approve an amendment to the Corporate
Express, Inc. 1994 Stock Option and [_] [_] [_]
Incentive Plan to increase the number of
shares authorized for grant from
1,875,000 to 6,375,000.

4. To approve an amendment to the Corporate
Express, Inc. 1994 Executive Stock Option [_] [_] [_]
Plan to increase the number of shares
authorized for grant from 2,250,000 to
3,750,000.

5. To approve the Corporate Express, Inc.
1996 Stock Option Plan for Outside [_] [_] [_]
Directors.

6. To vote on such other business which may
properly come before the 1996 Annual [_] [_] [_]
Meeting of Shareholders and any and all
adjournments or postponements thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES FOR DI-RECTORS AND THE OTHER PROPOSALS SET FORTH ABOVE. THIS
PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY
OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE 1996 ANNUAL MEETING OF
++++ SHAREHOLDERS AND ANY AND ALL ADJOURNMENTS OR POSTPONEMENTS THEREOF.
+
+ THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS, PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K
OF CORPORATE EX-PRESS, INC.

Signature(s) ___________________________ Dated: ________________________ , 1996
NOTE: Please sign this Proxy exactly as the name(s) appear hereon. When
signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title as such. Proxies executed in the name of a corporation
should be signed on behalf of the corporation by a duly authorized officer.
When shares are owned in the name of two or more persons, all persons should
sign.

PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE PAID ENVELOPE.