<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[___] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 0-24642
CORPORATE EXPRESS, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0978360
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
325 Interlocken Parkway 80021
Broomfield, Colorado (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 373-2800
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0002 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [___]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [___]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at May 31, 1996 was $2,479,788,444.
The number of shares outstanding of the registrant's Common Stock as of May
31, 1996 was 68,982,951.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jirka Rysavy...................... 42 Chief Executive Officer and Director
Robert L. King.................... 45 President and Chief Operating Officer and Director
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 and Director
Joanne C. Farver.................. 41 Vice President--Controller
Gary W. Grant..................... 44 President--Chief Operating Officer, U.S.
Delivery
Janet A. Hickey................... 51 Director
Mo Siegel......................... 45 Director
</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.
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.
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.
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.
1
<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.
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 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. 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.
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.
2
<PAGE>
ITEM 11. EXECUTIVE 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.
3
<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.
4
<PAGE>
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.
5
<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).
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 Director's Plan if it is
approved by shareholders at the Annual Meeting.
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.
6
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 31, 1996, 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.
(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.
7
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In addition to transactions described in "Item 11 - Executive Compensation -
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.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of Rule 12b-15 under the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
Corporate Express, Inc.
(Registrant)
Date: July 10, 1996 By: /s/ Joanne C. Farver
---------------------- -----------------------------------
Joanne C. Farver
Vice President - Controller
