<PAGE>
As filed with the Securities and Exchange Commission on November 20, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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, Broomfield, CO 80021
----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Corporate Express, Inc. Stock Option Plan for United TransNet, Inc.
-------------------------------------------------------------------
Optionholders
-------------
Stock Option Assumption Agreements with Various Employees Relating to an
Aggregate of 85,838 Shares of Corporate Express, Inc. Common Stock
------------------------------------------------------------------------
(Full title of the plans)
Jirka Rysavy, Chief Executive Officer
Corporate Express, Inc., 325 Interlocken Parkway, Broomfield, CO 80021
-----------------------------------------------------------------------
(Name and address of agent for service)
copy to:
Rhonda R. Cohen, Esquire, Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103
(303) 373-2800
-----------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered per share offering price registration fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 189,805 shares $27.13* $5,149,409.65* $1,560.43
</TABLE>
* Calculated in accordance with Rule 457(h) based upon the weighted average
exercise price of $27.13 per share for outstanding options.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be included in
PART I of this Registration Statement will be given or sent to all
participants in the Corporate Express, Inc. Stock Option Plan for United
TransNet, Inc. Optionholders and the Corporate Express, Inc. Stock Option Plan
for Courier Dispatch Optionholders, as specified by Rule 428 under the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents filed by Corporate Express, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (File No. 0-24642), are incorporated by reference into this Registration
Statement:
(i) the Company's Annual Report on Form 10-K for the year ended
March 2, 1996;
(ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended June 1, 1996 and August 31, 1996;
(iii) the Company's Current Report on Form 8-K/A filed on June 19,
1996 and the Company's Current Reports on Form 8-K filed on September 16, 1996
and September 20, 1996;
(iv) the Company's Registration Statement on Form S-4 (File No.
333-13217); and
(v) the description of the Company's Common Stock, par value $.0002
per share, contained in the Company's Form 8-A, filed with the Commission on
August 4, 1994.
Each document filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for
2
<PAGE>
purposes hereof to the extent that a statement contained herein (or any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so
modified or superseded.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 7-109-101, et seq., of the Colorado Business Corporation Act
generally provides that a corporation may indemnify its directors, officers,
employees, fiduciaries and agents against liabilities and reasonable expenses
incurred in connection with any threatened, pending, or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal (a "Proceeding"), by reason of being or having been
a director, officer, employee, fiduciary or agent of the corporation, if such
person acted in good faith and reasonably believed that his conduct, in his
official capacity, was in the best interests of the corporation (or, with
respect to employee benefit plans, was in the best interests of the
participants of the plan), and in all other cases his conduct was at least not
opposed to the corporation's best interests. In the case of a criminal
Proceeding, the director, officer, employee, fiduciary or agent must have had
no reasonable cause to believe his conduct was unlawful. Under Colorado law,
the corporation may not indemnify a director, officer, employee, fiduciary or
agent in connection with a Proceeding by or in the right of the corporation if
the director, officer, employee, fiduciary or agent is adjudged liable to the
corporation, or in a Proceeding in which the director, officer, employee,
fiduciary or agent is adjudged liable for an improper personal benefit.
The Company's Articles of Amendment and Restatement to the Articles
of Incorporation and By-Laws provide that the Company shall indemnify its
officers and directors to the full extent permitted by the law. The
indemnification provisions in the Company's By-Laws are substantially similar
to the provisions of Section 7-109-101, et seq. The Company has entered into
agreements to provide indemnification for the Company's directors and certain
3
<PAGE>
officers consistent with the Company's Articles of Amendment and Restatement
to the Articles of Incorporation and By-Laws.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit Number
--------------
<S> <C>
5 Opinion of Ballard Spahr Andrews & Ingersoll.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Horne CPA Group.
23(c) Consent of Schutrumpf & Koren, P.C.
23(d) Consent of Arthur Andersen LLP.
23(e) Consent of KPMG.
23(f) Consent of McGee, Wheeler & Co., P.C.
23(g) Consent of Ernst & Young LLP.
23(h) Consent of Samson Belair Deloitte & Touche.
23(i) Consent of Arthur Andersen LLP.
23(j) Consent of Price Waterhouse LLP.
23(k) Consent of Ernst & Young LLP.
23(l) Consent of Ballard Spahr Andrews & Ingersoll (included in
its opinion filed as Exhibit 5).
24 Power of Attorney (included on signature pages to this
Registration Statement).
99(a) Corporate Express, Inc. Stock Option Plan for United
TransNet, Inc. Optionholders.
99(b) Form of letter agreement relating to assumption of
certain United TransNet, Inc. stock options.
</TABLE>
4
<PAGE>
Item 9. Undertakings.
------------
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
5
<PAGE>
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to its Articles of Amendment and
Restatement to the Articles of Incorporation, its By-Laws or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Broomfield, State of Colorado, on
November 18, 1996.
CORPORATE EXPRESS, INC.
By:/s/ Jirka Rysavy
----------------------------------
Jirka Rysavy
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jirka Rysavy, Robert L. King and Gary
M. Jacobs, and each or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Jirka Rysavy Chairman of the November 18, 1996
- ------------------------ Board and Chief
Jirka Rysavy Executive Officer
(Principal
executive officer)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Robert L. King President, Chief November 18, 1996
- ------------------------ Operating Officer
Robert L. King and Director
/s/ Sam R. Leno Executive Vice November 18, 1996
- ------------------------ President and
Sam R. Leno Chief Financial
Officer (Principal
financial officer)
/s/ Joanne C. Farver Vice President and November 18, 1996
- ------------------------ Controller
Joanne C. Farver (Principal accounting
officer)
/s/ Janey A. Hickey Director November 18, 1996
- ------------------------
Janet A. Hickey
/s/ Clayton K. Trier Director November 18, 1996
- ------------------------
Clayton K. Trier
/s/ Mo Siegel Director November 18, 1996
- -------------------------
Mo Siegel
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Page
-------------- ----
<S> <C> <C>
5 Opinion of Ballard Spahr Andrews & Ingersoll.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Horne CPA Group.
23(c) Consent of Schutrumpf & Koren, P.C.
23(d) Consent of Arthur Andersen LLP.
23(e) Consent of KPMG.
23(f) Consent of McGee, Wheeler & Co., P.C.
23(g) Consent of Ernst & Young LLP.
23(h) Consent of Samson Belair Deloitte & Touche.
23(i) Consent of Arthur Andersen LLP.
23(j) Consent of Price Waterhouse LLP.
23(k) Consent of Ernst & Young LLP.
23(l) Consent of Ballard Spahr Andrews & Ingersoll
(included in its opinion filed as Exhibit 5).
24 Power of Attorney (included on signature pages
to this Registration Statement).
99(a) Corporate Express, Inc. Stock Option Plan for
United TransNet, Inc. Optionholders (Existing Options).
99(b) Form of letter agreement relating to assumption of
certain United TransNet, Inc. stock options.
</TABLE>
<PAGE>
EXHIBIT 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]
November 18, 1996
Corporate Express, Inc.
325 Interlocken Parkway
Broomfield, CO 80021
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as special counsel to Corporate Express, Inc. (the
"Company") in connection with the registration under the Securities Act of
1933, as amended, of 189,805 shares of common stock of the Company, par value
$.0002 per share (the "Shares"), issuable upon the exercise of options granted
under the Corporate Express, Inc. Stock Option Plan for United TransNet, Inc.
Optionholders and the Corporate Express, Inc. Stock Option Plan for Courier
Dispatch Optionholders (collectively, the "Plans").
The opinion expressed below is based on the assumption that the
Registration Statement on Form S-8 with respect to the Shares issuable upon
the exercise of the options will have been filed by the Company with the
Securities and Exchange Commission and will have become effective before any
of the Shares are issued and that the persons acquiring the Shares will
receive a prospectus containing all of the information required by Part I of
Form S-8 before acquiring such Shares.
In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below.
In giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the Shares, when
issued upon exercise of options granted under the Plans, in accordance with
the terms thereof, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
EXHIBIT 23(a)
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Corporate Express, Inc. on Form S-8 (the "Registration Statement") of our report
dated June 11, 1996 on our audits of the consolidated financial statements and
financial statement schedule of Corporate Express, Inc. as of March 2, 1996 and
February 25, 1995, and for the years ended March 2, 1996, February 25, 1995, and
February 28, 1994 and to the incorporation by reference in this Registration
Statement of our report dated August 30, 1996 on our audit of the balance sheet
of Check Office Equipment Company as of February 29, 1996, and the related
statements of operations, stockholders' equity (parent company investment), and
cash flows for the year then ended.
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
November 14, 1996
<PAGE>
EXHIBIT 23(b)
[HORNE CPA GROUP LETTERHEAD]
November 14, 1996
We consent to the incorporation by reference in this Form S-8 registration
statement of Corporate Express, Inc. of our report dated February 21, 1996 on
our audit of the financial statements of Forms and Supplies, Inc. as of December
31, 1995 and for the year ended December 31, 1995.
Sincerely,
HORNE CPA GROUP
/s/ Arvil R. Stanford
Arvil R. Stanford
Shareholder
<PAGE>
EXHIBIT 23(c)
[SCHUTRUMPF & KOREN, P.C. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 registration
statement of Corporate Express, Inc. of our report dated March 4, 1996, on our
audit of the financial statements of Virginia Impression Products Co., Inc. as
of December 31, 1995 and for the year then ended.
/s/ Schutrumpf & Koren, P.C.
Schutrumpf & Koren, P.C.
Certified Public Accountants
November 14, 1996
<PAGE>
EXHIBIT 23(d)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our reports on the audited
financial statements of Dock Truck Express, Inc., dated August 29, 1996, Pronto
Delivery Services, Inc., dated August 15, 1996; and RUSHTRUCKING, Inc., dated
August 22, 1996 included in the Form 8-K as filed by Corporate Express, Inc., on
September 19, 1996, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
November 13, 1996
<PAGE>
EXHIBIT 23(e)
[KPMG LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement in
this Form S-8 of Corporate Express, Inc. of our report dated April 4, 1996
relating to the consolidated balance sheet of Miller Stationers Ltd. as of
January 31, 1996 and the related statements of earnings and retained earnings
and changes in financial position for the year then ended.
/s/ KPMG
Chartered Accountants
Edmonton, Canada
November 14, 1996
<PAGE>
EXHIBIT 23(f)
[MCGEE, WHEELER & CO., P.C. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 registration
statement of Corporate Express, Inc. of our report dated February 26, 1996,
except for Note 13 as to which the date is March 4, 1996, on our audit of the
financial statements of Enbee Company as of December 31, 1995 and for the year
then ended.
McGee, Wheeler & Co., P.C.
/s/ McGee, Wheeler & Co., P.C.
Certified Public Accountants
Houston, Texas
November 14, 1996
<PAGE>
EXHIBIT 23(g)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Stock Option Plan for United TransNet Inc. and
Corporate Express, Inc. Stock Option Plan for Courier Dispatch of our report
dated February 19, 1996, except Note 9 for which the date is May 13, 1996, with
respect to the consolidated financial statements of ASAP Software Express, Inc.
included in Corporate Express, Inc.'s Current Report on Form 8-K/A dated June
19, 1996 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
November 14, 1996
<PAGE>
EXHIBIT 23(h)
[SAMSON BELAIR DELOITTE & TOUCHE LETTERHEAD]
November 14, 1996
We consent to the incorporation by reference in this Form S-8 registration
statement of Corporate Express, Inc. of our report dated December 5th, 1995 on
our audit of the financial statements of Boulevard Office Products Inc. as at
October 31, 1995 and for the year ended 1995.
/s/ Samson Belair Deloitte & Touche
Chartered Accountants
Bernard Bougie, C.A.
Partner
<PAGE>
EXHIBIT 23(i)
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated May 2, 1994 relating to the financial statements of Corporate Express of
Delaware, Inc. included in or made a part of this Form S-8.
/s/ Arthur Andersen LLP
Baltimore, Maryland,
November 11, 1996
<PAGE>
EXHIBIT 23(j)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Corporate Express, Inc. of our reports dated March 12,
1996 relating to the consolidated financial statements of United TransNet, Inc.
as of and for the twelve days ended December 31, 1995; the combined financial
statements of the Combined Founding Companies as of and for the years ended
December 31, 1993 and 1994 and the period ended December 19, 1995; the
consolidated financial statements of CDG Holding Corp., and its subsidiary,
Courier Dispatch Group, Inc. as of and for the years ended December 31, 1993 and
1994 and the period ended December 19, 1995; the combined financial statements
of Tricor America, Inc. as of and for the years ended December 31, 1993 and 1994
and the period ended December 19, 1995; the consolidated financial statements of
Film Transit, Incorporated and its subsidiary as of and for the years ended
December 31, 1993 and 1994 and the period ended December 19, 1995; the combined
financial statements of Lanter Courier Corporation as of and for the years ended
December 31, 1993 and 1994 and for the period ended December 19, 1995; the
consolidated financial statements of Salmon Acquisition Corporation and its
subidiary as of and for the years ended December 31, 1993 and 1994 and for the
period ended December 19, 1995; and the consolidated financial statements of 3D
Distribution Systems, Inc. and its subsidiaries for the year ended October 31,
1993, the two months ended December 31, 1993, the year ended December 31, 1994
and for the period ended December 19, 1995, appearing on pages F-26, F-40, F-57,
F-74, F-85, F-97, F-109, and F-120, respectively, of the Corporate Express, Inc.
Registration Statement on Form S-4.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Atlanta, Georgia
November 13, 1996
<PAGE>
EXHIBIT 23(k)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Corporate Express, Inc. pertaining to the Corporate Express, Inc. Stock
Option Plan for United TransNet, Inc. Optionholders and the Corporate Express,
Inc. Stock Option Plan for Courier Dispatch Optionholders of our report dated
May 1, 1996 with respect to the financial statements of Eddy Messenger Service,
Inc. included in the Registration Statement (Form S-4 No. 333-13217) and related
Prospectus of Corporate Express, Inc. for the registration of shares of its
common stock, dated October 1, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
White Plains, New York
November 13, 1996
<PAGE>
Exhibit 99(a)
CORPORATE EXPRESS, INC.
STOCK OPTION PLAN FOR
UNITED TRANSNET, INC. OPTIONHOLDERS
1. PURPOSE
The purpose of this Stock Option Plan for United TransNet, Inc.
Optionholders (the "Plan") is to encourage directors, key employees and
consultants of United TransNet, Inc. and its subsidiaries to continue their
association with Corporate Express, Inc. (the "Company") by providing favorable
opportunities for them to participate in the ownership of the Company and in its
future growth through the assumption by the Company of stock, stock options and
other rights to compensation previously granted under the United TransNet, Inc.
1995 Stock Incentive Plan. The term "Subsidiary" as used in the Plan means a
corporation of which the Company owns, directly or indirectly through an
unbroken chain of ownership, fifty percent (50%) or more of the total combined
voting power of all classes of stock.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee (the "Committee")
consisting of two or more members of the Company's Board of Directors (the
"Board"). The "Committee" may be the Compensation Committee of the Board.
The Committee shall select one of its members as Chairman and shall
hold meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The Committee shall have
the authority to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. All questions of
interpretation and application of such rules and regulations, of the Plan and of
options granted thereunder (the "Options") shall be subject to the determination
of the Committee, which shall be final and binding. The Plan shall be
administered in such a manner as to permit those Options granted hereunder and
specially designated under Section 4 hereof as an ISO to qualify as incentive
stock Options as described in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
<PAGE>
-2-
3. STOCK SUBJECT TO THE PLAN
The total number of shares of stock which may be subject to Options
under the Plan shall be 103,967.55 shares of the Company's Common Stock, $.0002
par value per share, from either authorized but unissued shares or treasury
shares; provided that the number of shares stated in this Section 3 shall be
subject to adjustment in accordance with the provisions of Section 6 hereof.
Shares of Common Stock subject to an Option that is not fully exercised prior to
its expiration or other termination, shall again become available for grant
under the terms of the Plan.
4. TERMS AND CONDITIONS OF OPTIONS
Every Option shall be evidenced by a written Stock Option Agreement in
such form as the Committee shall approve from time to time, specifying the
number of shares of Common Stock that may be purchased pursuant to the Option,
the time or times at which the Option shall become exercisable in whole or in
part, whether the Option is intended to be an incentive stock option ("ISO") or
a non-qualified stock option ("NSO"), and such other terms and conditions as the
Committee shall approve, and containing or incorporating by reference the
following terms and conditions:
(a) Duration. The duration of each Option shall be as
--------
specified in the Stock Option Agreement; provided, however, that no ISO
shall expire later than ten (10) years after its date of grant, and no
ISO granted to an employee who owns (directly or under the attribution
rules of Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Company or any Subsidiary shall expire later than five (5)
years after its date of grant.
(b) Exercise Price. The exercise price of each Option shall be
--------------
any lawful consideration, as specified in the Stock Option Agreement;
provided, however, that the price with respect to an ISO shall be at
least one hundred percent (100%) of the fair market value of the shares
on the date on which the Option was awarded, which shall be considered
the date of grant of the Option for purposes of fixing the price; and
provided further that the price with respect to an ISO granted to an
employee who at the time of grant owns (directly or under the
attribution rules of Section 424(d) of the Code) stock representing
more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any Subsidiary shall be at least
one hundred ten percent (110%) of the fair market value of the shares
on the date of grant of the ISO. For purposes of the Plan, except as
may be otherwise explicitly provided in the Plan or in any Stock Option
Agreement or similar document, the "fair market value" of a share of
Common Stock at any particular date shall be determined according to
the following rules: (i) if the Common Stock is at the time
<PAGE>
-3-
listed or admitted to trading on any stock exchange or the Nasdaq
National Market, then the fair market value shall be the mean between
the lowest and highest reported sale prices (or the lowest reported bid
price and the highest reported asked price) of the Common Stock on the
date in question on the principal exchange on which the Common Stock is
then listed or admitted to trading; or (ii) if the Common Stock is not
at the time listed or admitted to trading on a stock exchange or the
Nasdaq National Market, the fair market value shall be the closing
price of the Common Stock on the date in question in the
over-the-counter market, as such price is reported in a publication of
general circulation selected by the Board and regularly reporting the
price of the Common Stock in such market; provided, however, that if
the price of the Common Stock is not so reported, the fair market value
shall be determined in good faith by the Board, which may take into
consideration (1) the price paid for the Common Stock in the most
recent trade of a substantial number of shares known to the Board to
have occurred at arm's length between willing and knowledgeable
investors, or (2) an appraisal by an independent party, or (3) any
other method of valuation undertaken in good faith by the Board, or
some or all of the above as the Board shall in its discretion elect. If
no reported sale of Common Stock takes place on the date in question on
the principal exchange or the Nasdaq National Market, as the case may
be, then the reported closing price of the Common Stock on such date on
the principal exchange or the Nasdaq National Market, as the case may
be, shall be determinative of fair market value.
(c) Method of Exercise. To the extent that it has become
------------------
exercisable under the terms of the Stock Option Agreement, an Option
may be exercised from time to time by written notice to the Secretary
or Assistant Secretary of the Company stating the number of shares with
respect to which the Option is being exercised and accompanied by
payment of the exercise price in cash or by check payable to the order
of the Company, or other payment or deemed payment described in this
subsection 4(c). Such notice shall be delivered in person or by
facsimile transmission or shall be sent by registered mail, return
receipt requested.
Alternatively, payment of the exercise price may be made, to
the extent provided in the Stock Option Agreement, in whole or in part,
in shares of Common Stock owned by the Optionee; provided, however,
that the Optionee may not make payment in shares of Common Stock that
he acquired upon the earlier exercise of any ISO, unless he has held
the shares until at least two (2) years after the date the ISO was
granted and at least one (1) year after the date the ISO was exercised.
If payment is made in whole or in part in shares of Common Stock, then
the Optionee shall deliver to the Company certificates registered in
his name representing a number of shares of Common Stock legally and
beneficially owned by him, fully vested and free of all liens, claims
and
<PAGE>
-4-
encumbrances of every kind and having a fair market value on the date
of delivery that is not greater than the exercise price, such
certificates to be duly endorsed, or accompanied by stock powers duly
endorsed, by the record holder of the shares represented by such
certificates. If the exercise price exceeds the fair market value of
the shares for which certificates are delivered, the Optionee shall
also deliver cash or a check payable to the order of the Company in an
amount equal to the amount of that excess.
Payment may also be made, in the discretion of the Committee,
by delivery (including by facsimile) to the Company or its designated
agent of an executed irrevocable option exercise form together with
irrevocable instructions to a broker-dealer to sell or margin a
sufficient portion of the shares of Common Stock and deliver the sale
or margin loan proceeds directly to the Company to pay for the exercise
price.
At the time specified in an Optionee's notice of exercise,
which shall not be earlier than the fifteenth (15th) day after the date
of the notice except as may be mutually agreed, the Company shall,
without issue or transfer tax to the Optionee, deliver to him at the
main office of the Company, or such other place as shall be mutually
acceptable, a certificate for the shares as to which his Option is
exercised. If the Optionee fails to pay for or to accept delivery of
all or any part of the number of shares specified in his notice upon
tender of delivery thereof, his right to exercise the Option with
respect to those shares shall be terminated, unless the Company
otherwise agrees.
(d) Notice of ISO Stock Disposition. The Optionee must notify
-------------------------------
the Company promptly in the event that he sells, transfers, exchanges
or otherwise disposes of any shares of Common Stock issued upon
exercise of an ISO, before the later of (i) the second anniversary of
the date of grant of the ISO, and (ii) the first anniversary of the
date the shares were issued upon his exercise of the ISO.
(e) Effect of Cessation of Employment. Each Stock Option
---------------------------------
Agreement shall specify the effect, if any, of the termination of the
Optionee's employment upon the exercisability of the Option.
(f) No Rights as Stockholder. An Optionee shall have no rights
------------------------
as a stockholder with respect to any shares covered by an Option until
the date of issuance of a certificate to him for the shares. No
adjustment shall be made for dividends or other rights for which the
record date is earlier than the date the certificate is issued, other
than as required or permitted pursuant to Section 6.
<PAGE>
-5-
(g) Substituted Option. With the consent of the Optionee, the
------------------
Committee shall have the authority at any time and from time to time to
terminate any outstanding Option and grant in substitution for it a new
Option covering the same number or a different number of shares.
5. REQUIREMENTS OF LAW
The Company shall not be required to sell or issue any shares upon the
exercise of any Option if the issuance of such shares will result in a violation
by the Optionee or the Company of any provisions of any law, statute or
regulation of any governmental authority. Specifically, in connection with the
Securities Act of 1933, as amended (the "Securities Act"), upon the exercise of
any Option the Company shall not be required to issue shares unless the Board
has received evidence satisfactory to it to the effect that the holder of the
Option will not transfer such shares except pursuant to a registration statement
in effect under the Securities Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required. Any determination in this connection by the Board
shall be conclusive. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of an Option to comply with
any law or regulations of any governmental authority, including, without
limitation, the Securities Act or applicable state securities laws.
6. CHANGES IN CAPITAL STRUCTURE
In the event that the outstanding shares of Common Stock are hereafter
changed for a different number or kind of shares or other securities of the
Company, by reason of a reorganization, recapitalization, exchange of shares,
stock split, combination of shares or dividend payable in shares or other
securities, a corresponding adjustment shall be made by the Committee in the
number and kind of shares or other securities covered by outstanding Options.
Any such adjustment in outstanding Options shall be made without change in the
total price applicable to the unexercised portion of the Option, but the price
per share specified in each Stock Option Agreement shall be correspondingly
adjusted; provided, however, that no adjustment shall be made with respect to an
ISO that would constitute a modification as defined in Section 424 of the Code.
Any such adjustment made by the Committee shall be conclusive and binding upon
all affected persons, including the Company and all Optionees.
If while unexercised Options remain outstanding under the Plan the
Company merges or consolidates with a wholly-owned subsidiary for the purpose of
reincorporating itself under the laws of another jurisdiction, the Optionees
will be entitled to acquire shares of Common Stock of the reincorporated Company
upon the same terms and conditions as were in effect immediately prior
<PAGE>
-6-
to such reincorporation (unless such reincorporation involves a change in the
number of shares or the capitalization of the Company, in which case
proportional adjustments shall be made as provided above) and the Plan, unless
otherwise rescinded by the Board, will remain the Plan of the reincorporated
Company.
Except as otherwise provided in the preceding paragraph, if while
unexercised Options remain outstanding under the Plan the Company merges or
consolidates with one or more corporations (whether or not the Company is the
surviving corporation), or is liquidated or sells or otherwise disposes of
substantially all of its assets to another entity, or upon a Change of Control
(as defined herein), then, except as otherwise specifically provided to the
contrary in an Optionee's Stock Option Agreement, the Committee shall, except as
set forth below, determine which of the following alternatives shall apply and
shall thereupon amend if necessary the terms of all outstanding Options so that:
(i) after the effective date of such merger,
consolidation, sale or Change of Control, as the case may be,
each Optionee shall be entitled, upon exercise of an Option,
to receive in lieu of shares of Common Stock the number and
class of shares of such stock or other securities to which he
would have been entitled pursuant to the terms of the merger,
consolidation, sale or Change of Control if he had been the
holder of record of the number of shares of Common Stock as to
which the Option is being exercised, or shall be entitled to
receive from the successor entity a new stock Option of
comparable value,
(ii) all outstanding Options shall be cancelled as of the
effective date of any such merger, consolidation, liquidation,
sale or Change of Control, provided that each Optionee shall
have the right to exercise his Option according to its terms
during the period of ten (10) days ending on the day preceding
the effective date of such merger, consolidation, liquidation
or sale or Change of Control, or
(iii) all outstanding Options shall be canceled as of the
effective date of any such merger, consolidation, liquidation,
sale or Change of Control in exchange for consideration in
cash or in kind, which consideration in both cases shall be
equal in value to the value of those shares of stock or other
securities the Optionee would have received had the Option
been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise had been
made prior to such merger, consolidation, liquidation, sale or
Change in Control, less the option price therefor. Upon
receipt of such consideration by the Optionee, his or her
Option shall immediately terminate and be of no further force
and effect. The value of the stock or other securities the
Optionee would have received if
<PAGE>
-7-
the Option had been exercised shall be determined in good
faith by the Committee, and in the case of shares of the
Common Stock of the Company, in accordance with the provisions
of Section 4(b).
For purposes of this Section 6, a "Change in Control" shall
mean the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50% or more of
the combined voting or economic power of the then outstanding
voting securities of the Company entitled to vote generally in
the election of directors, but excluding, for this purpose,
any such acquisition by (i) the Company or any of its
subsidiaries or (ii) any corporation with re spect to which,
following such acquisition, more than 50% of the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly,
by individuals and entities who were the beneficial owners of
voting securities of the Company immediately prior to such
acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors.
In addition to the foregoing, the exercisability of all
Options (except as described in clause (iii) above) shall accelerate, except as
otherwise specifically set forth in the Optionee's Stock Option Agreement, upon
such a liquidation, sale or Change in Control or, in the case of a merger or
consolidation, only
(x) if such merger or consolidation involves a Change
of Control of the Company and the Company is the survivor of
such transaction, or
(y) if the Company is not the survivor of such merger or
consolidation and such survivor is a corporation or other entity with
respect to which, immediately following such transaction, more than 50%
of the combined voting power of the then outstanding voting securities
of such corporation or other entity entitled to vote generally in the
election of directors, trustees or comparable governing person or body
is not then beneficially owned, directly or indirectly, by individuals
and entities who were the beneficial owners of substantially all of the
outstanding voting securities of the Company immediately prior to such
transaction in substantially the same proportion as their ownership,
immediately prior to such transaction, of the combined
<PAGE>
-8-
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors.
Furthermore, in the case of a merger or consolidation to which the Company is a
party and which is not a merger or consolidation as described in clause (x) or
(y) above, the provisions of clause (i) above shall apply to all Options except
as otherwise specifically set forth in the Optionee's Stock Option Agreement.
Upon such acceleration, any options or portion thereof originally
designated as ISOs that no longer qualify as incentive stock options under
Section 422 of the Code as a result of such acceleration shall be redesignated
as NSOs. All other adjustments to ISOs or assumptions of ISOs by any successor
corporation shall preserve their status as ISOs.
Except as expressly provided to the contrary in this Section 6, the
issuance by the Company of shares of stock of any class for cash or property or
for services, either upon direct sale or upon the exercise of rights or
warrants, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect the number, class or
price of shares of Common Stock then subject to outstanding Options.
7. MISCELLANEOUS
(a) No Guarantee of Employment. Neither the Plan nor any Stock
--------------------------
Option Agreement shall give an employee the right to continue in the
employment of the Company or a Subsidiary, or give the Company or a
Subsidiary the right to require an employee to continue in employment.
(b) Tax Withholding. To the extent required by law, the
---------------
Company or United TransNet, Inc. shall withhold or cause to be withheld
income and other taxes with respect to any income recognized by an
Optionee by reason of the exercise or vesting of an Option, and as a
condition to the receipt of any Option the Optionee shall agree that if
the amount payable to him by the Company or any Subsidiary in the
ordinary course is insufficient to pay such taxes, then he shall upon
the request of the Company pay to the Company an amount sufficient to
satisfy its tax withholding obligations.
Without limiting the foregoing, the Committee may in its
discretion permit any Optionee's withholding obligation to be paid in
whole or in part in the form of shares of Common Stock, by withholding
from the shares to be issued or by accepting delivery from the Optionee
of shares already owned by him. The fair market value of the shares for
such purposes shall be determined as set forth in Section 4(b). An
Optionee may not make any such payment in the form of shares of Common
Stock acquired upon the exercise of an ISO
<PAGE>
-9-
until the shares have been held by him for at least two (2) years after
the date the ISO was granted and at least one (1) year after the date
the ISO was exercised. If payment of withholding taxes is made in whole
or in part in shares of Common Stock, the Optionee shall deliver to the
Company certificates registered in his name representing shares of
Common Stock legally and beneficially owned by him, fully vested and
free of all liens, claims and encumbrances of every kind, duly endorsed
or accompanied by stock powers duly endorsed by the record holder of
the shares represented by such certificates.
(c) Use of Proceeds. The proceeds from the sale of shares
---------------
pursuant to Options shall constitute general funds of the Company.
(d) Compliance with Rule 16b-3. With respect to persons
--------------------------
subject to Section 16 of the Exchange Act, transactions under the Plan
are intended to comply with all applicable conditions of Rule 16b-3 or
its successor under the Exchange Act. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall be
deemed to be modified so as to be in compliance with such Rule, or, if
such modification is not possible, it shall be deemed to be null and
void, to the extent permitted by law and deemed advisable by the
Committee.
8. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF
PLAN
The Plan shall be effective as of November 22, 1995. The Plan will
terminate at the close of business on November 22, 2005. The Board may at any
time amend the Plan, provided, however, that it will seek the approval of the
Company's stockholders if required by the Internal Revenue Code or any other
applicable rule or regulation. No amendment shall adversely affect outstanding
Options without the consent of the Optionee. The Plan may be terminated at any
time by action of the Board, but any such termination will not terminate any
Options then outstanding, without the consent of the Optionee to whom such
Options are issued.
<PAGE>
Exhibit 99(b)
CORPORATE EXPRESS, INC.
325 Interlocken Parkway
Broomfield, CO 80021
November 8, 1995
Charles L. Adamson
987 Mell Ave.
Clarkston, GA 30021
Dear Optionholder:
By this letter agreement (this "Option Agreement"), Corporate Express,
Inc., a Colorado corporation (the "Company") hereby assumes an option (this
"option") originally granted pursuant to your Letter Agreement with United
TransNet, Inc. ("UTN"), which Letter Agreement was terminated as of the
effectiveness of the merger of UTN and a subsidiary of the Company (the
"Merger"). This option now represents the right to purchase from the Company an
aggregate of 305.55 shares of its Common Stock, par value $.002 per share
("Stock"). This option is not intended to qualify for federal income tax
treatment as an "incentive stock option" pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended. This option may be exercised at the option
price of $4.578 per share of Stock, subject to adjustment as provided herein;
provided, however, that the aggregate exercise price of this option shall be
- -------- -------
reduced by $11.82 in order to take into account your right under your Letter
Agreement with UTN to receive an option to purchase 0.95 of one share of UTN in
conjunction with the merger of CDG Holding Corp. with UTN, multiplied by the
initial public offering price of the Common Stock of UTN of $14.50 per share,
reduced by the exercise price of such fractional share.
1. Term and Exercisability of Option. Provided that you are not in
---------------------------------
violation of any agreement with the Company or a subsidiary of the Company
regarding noncompetition or confidentiality, this option shall be exercisable in
full until the earlier of September 30, 2001 or the expiration of the period
described in Section 6 of this Option Agreement (the "Expiration Date").
2. Method of Exercise. This option may be exercised from time to time
------------------
by written notice to the Company substantially in the form attached hereto as
Exhibit 1, accompanied by payment in full of the option price for the number of
shares to be delivered, in cash or cash equivalents or any other means of
payment acceptable to the Company. As soon as practicable after its receipt of
such notice, the Company shall, without transfer or issue tax to you (or other
person entitled to exercise this option), deliver or cause to be delivered to
you (or other person entitled to exercise this option) stock certificates
representing the number of shares to be issued upon such exercise; provided,
--------
however, that the time of such delivery may be postponed by the Company for such
- -------
period as may be required for it with reasonable diligence to comply with
applicable securities and other law. If you (or other person entitled to
exercise this option) fail to pay for and accept
<PAGE>
-2-
delivery of all or any part of the number of shares specified in such notice
upon tender of delivery thereof, your right to exercise this option with respect
to such undelivered shares shall be terminated, unless the Company otherwise
agrees.
3. Withholding Taxes. You hereby agree, as a condition to any exercise
-----------------
of this option, to provide to the Company an amount sufficient to satisfy its
obligation to withhold certain federal, state and local taxes arising by reason
of such exercise (the "Withholding Amount"), if any, by (a) authorizing the
Company to withhold the Withholding Amount from your cash compensation, or (b)
remitting the Withholding Amount to the Company in cash; provided, however, that
to the extent that the Withholding Amount is not provided by one or a
combination of such methods, the Company shall withhold from the Stock delivered
upon exercise of this option that number of shares having a fair market value
on the date of exercise sufficient to eliminate any deficiency in the
Withholding Amount.
4. Non-assignability of Option Rights. This option shall not be
----------------------------------
encumbered or be assignable or transferable by you except by will or by the laws
of descent and distribution. During your life this option shall be exercisable
only by you.
5. Compliance with Securities Laws. You hereby represent that you or
-------------------------------
the person exercising this option in your stead will be acquiring the Stock for
investment and not with a view to its sale or distribution, and you and they
respectively, as a condition to being issued the Stock, hereby covenant and
agree with the Company that no transfer, sale, exchange, assignment, pledge or
encumbrance of the Stock or any portion thereof, nor any commitment to take such
action, shall be made, whether voluntarily, involuntarily, or by operation of
law, by bequest or otherwise, without prior written notice of you or the holder
thereof to the Company, and compliance with this Option Agreement. You hereby
acknowledge that the Stock or other securities issued pursuant to any exercise
of this option will bear a legend setting forth such restrictions on their
transferability as the Company shall have been advised by its legal counsel is
necessary or desirable under applicable law relating to the distribution of
securities or the terms of this Option Agreement.
This option is also subject to the requirement that if at any time the
Board of Directors of the Company shall determine, in its sole discretion, that
the listing, registration or qualification of the shares covered thereby upon
any securities exchange or under any state or federal law (including any state
securities or "blue sky" law), or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the issue or purchase of shares hereunder, this option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors. Any such period during which the right
to exercise this option shall be so suspended will commence upon the date notice
thereof shall have been given to you (or your legal representative) and shall
end upon the effective date, if any, of such listing, registration,
qualification, consent or approval. If the Expiration Date of this option, as
otherwise determined, occurs during the period of such suspension, said
Expiration Date shall be postponed until thirty days after you (or your legal
representative) have been given written notice of the termination of the period
of such suspension.
<PAGE>
-3-
If the Expiration Date of this option occurs on a date when you would
not be able to exercise this option without incurring liability under Section 16
of the Securities Exchange Act of 1934, as amended, the Board of Directors of
the Company may, in its sole discretion, postpone the Expiration Date for up to
six months and one day.
6. Effect of Termination of Employment. This option shall terminate
-----------------------------------
immediately in the event that your employment with the Company (which term for
purposes of this Section 6 shall include any subsidiary of the Company) is
terminated (a) by you voluntarily under circumstances not constituting "Good
Reason" as defined in the Noncompetition and Severance Pay Agreement between you
and UTN (the "Noncompetition Agreement"), or (b) by the Company for "Cause" as
defined in the Noncompetition Agreement or your violation of this or any other
agreement with the Company. In the event that you during your life cease to be
an employee of the Company on account of your permanent disability as determined
by the Board on the basis of such medical evidence as it shall consider
appropriate ("Disability"), or for any other reason other than those described
in the preceding sentence, this option, or the unexercised portion hereof which
is otherwise exercisable on the date of termination of your employment, shall
terminate ninety (90) days after the date of termination of your employment, but
in any event no later than September 30, 2001. In the event of your death while
you are employed by the Company, or within the ninety-day period described in
the preceding sentence, this option, or the unexercised portion hereof which is
otherwise exercisable by you at the date of your death, may be exercised by your
personal representative at any time before the expiration of one year from the
date of your death, but in any event no later than September 30, 2001.
7. Rights as Stockholder. No person shall have any rights as a
---------------------
stockholder with respect to any shares of Stock covered by this option until the
date of issuance of a stock certificate to him for such shares. No adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued.
8. Adjustments. In the event of any change in the number or kind of
-----------
outstanding shares of Stock of the Company by reason of a reorganization,
recapitalization, reclassification, liquidation, stock split, stock dividend or
combination of shares, or a merger with or consolidation into another
corporation or entity, or any other change in the corporate structure or shares
of capital stock of the Company, appropriate adjustments, as determined by the
Board of Directors of the Company in its sole discretion, shall be made in the
exercise price and in the number and kind of securities which are the subject of
this option.
If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or if
the Company is liquidated or sells or otherwise disposes of substantially all of
its assets to another corporation while this option remains exercisable, (i)
subject to the provisions of clause (ii) below, after the effective date of such
merger, consolidation or sale, as the case may be, you shall be entitled, upon
exercise of this option, to receive in lieu of shares of Stock, shares of such
stock or other securities or property (including cash) as the holders of shares
of Stock received pursuant to the terms of the merger, consolidation or sale; or
(ii) this option may be cancelled by the Board as of the effective date of any
such merger, consolidation, liquidation or sale provided that notice of such
cancellation shall be given to you, and you shall have the right to exercise
this option to the
<PAGE>
-4-
extent then otherwise exercisable during a thirty-day period preceding the
effective date of such merger, consolidation, liquidation or sale.
9. Effect upon Employment. Nothing in this option shall be construed
----------------------
to impose any obligation upon the Company to employ you or to retain you in its
employ.
10. Compliance with Applicable Laws and Regulations. Upon exercise of
-----------------------------------------------
this option, you shall file any and all reports required to be filed by you
under the Securities Exchange Act of 1934, as amended, or under any other
applicable law or regulation.
11. Limitation of Liability. No member of the Board of Directors of
-----------------------
the Company shall be liable for any action or determination made in good faith
in respect of this Option Agreement or this option.
12. General Provisions.
------------------
(a) Amendment; Waivers. This Option Agreement contains the full and
------------------
complete understanding and agreement of the parties hereto as to the subject
matter hereof and may not be modified or amended, nor may any provision hereof
be waived, except by a further written agreement duly signed by each of the
parties. This Option Agreement replaces and supersedes the Letter Agreement by
and between you and UTN, which Letter Agreement is terminated and of no further
force or effect upon the effectiveness of the merger of UTN with and into a
subsidiary of the Company. The waiver by either of the parties hereto of any
provision hereof in any instance shall not operate as a waiver of any other
provision hereof or in any other instance.
(b) Binding Effect. This Option Agreement shall inure to the benefit
--------------
of and be binding upon the parties hereto and their respective heirs, executors,
administrators, representatives, successors and assigns.
(c) Governing Law. This Option Agreement shall be governed by and
-------------
construed in accordance with the laws of The State of Colorado.
(d) Construction. The titles of the sections of this Option Agreement
------------
are included for convenience only and shall not be construed as modifying or
affecting its provisions. The masculine gender shall include both genders; the
singular shall include the plural and the plural the singular unless the context
otherwise requires.
(e) Notices. Any notice in connection with this Option Agreement shall
-------
be deemed to have been properly delivered if it is in writing and is delivered
in hand or sent by registered mail to the party addressed as follows, unless
another address has been substituted by notice so given:
<PAGE>
-5-
To you: To your address as listed on the books of the
Company.
To the Company: Corporate Express, Inc.
325 Interlocken Parkway
Broomfield, CO 80021
Very truly yours,
CORPORATE EXPRESS, INC.
By:
----------------------
Name:
Title:
<PAGE>
Exhibit 1
Chief Financial Officer
Corporate Express, Inc.
325 Interlocken Parkway
Broomfield, CO 80021
Re: Exercise of Option under Option Agreement
-----------------------------------------
Gentlemen:
Please take notice that the undersigned hereby elects to exercise the
stock option granted to Charles L. Adamson on December 20, 1995 by and to the
extent of purchasing ________ shares of the Common Stock of your Company for the
option price of $4.578 per share, subject to the terms and conditions of the
letter agreement dated as of November 8, 1996 (the "Option Agreement").
The undersigned encloses herewith payment, in cash or in such other
property as is permitted under the Option Agreement, of the purchase price for
said shares.
The undersigned hereby agrees to provide to your Company an amount
sufficient to satisfy any and all obligation to withhold certain taxes, in
accordance with Section 3 of the Option Agreement.
The undersigned hereby specifically confirms to your Company that s/he
is acquiring said shares for investment and not with a view to their sale or
distribution, and that the shares shall be held subject to all of the terms and
conditions of the Option Agreement.
Very truly yours,
- ---------------------- ---------------------------------------
Date (Signed by Charles L. Adamson
or other party duly exercising option)
<PAGE>
Schedule to Exhibit 99(b)
Pursuant to Instruction 2 to Item 601 of Regulation S-K, the following Option
Agreements, which are substantially identical in all material respects to the
Option Agreement with Charles L. Adamson filed herewith, are omitted. The
following list sets forth the material differences in name of grantee, number of
shares of Corporate Express, Inc. Common Stock subject to option, and the
exercise price of each option from the Option Agreement filed herewith:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Number of Shares of
Corporate Express, Inc.
Grantee Name Exercise Price Subject to Option
- --------------------------------------------------------------------------------
<S> <C> <C>
Michael K. Alligood $4.578 458.55
- --------------------------------------------------------------------------------
Ronald J. Barowski $4.578 6,794.10
- --------------------------------------------------------------------------------
Philip A. Belyew $4.578 17,650.35
- --------------------------------------------------------------------------------
James W. Bennett $9.800 1,529.55
- --------------------------------------------------------------------------------
Harvey E. Bines $9.820 4,589.55
- --------------------------------------------------------------------------------
Thomas S. Breyen $4.578 1,529.55
- --------------------------------------------------------------------------------
Thomas S. Breyen $7.780 764.55
- --------------------------------------------------------------------------------
Donald S. Bumgardner $4.578 764.55
- --------------------------------------------------------------------------------
Donald S. Bumgardner $7.780 1,529.55
- --------------------------------------------------------------------------------
Janet L. Cheek $4.578 517.05
- --------------------------------------------------------------------------------
Phillip R. Davis $4.578 458.55
- --------------------------------------------------------------------------------
R. David England, Jr. $4.578 12,354.75
- --------------------------------------------------------------------------------
Charles E. Fisher $4.578 917.55
- --------------------------------------------------------------------------------
Ediberto Gomez $4.578 917.55
- --------------------------------------------------------------------------------
Robert Hand $4.578 359.55
- --------------------------------------------------------------------------------
Robert Hand $7.780 764.55
- --------------------------------------------------------------------------------
Mark L. Johnson $4.578 764.55
- --------------------------------------------------------------------------------
Duane E. Kasmarik $4.578 2,700.00
- --------------------------------------------------------------------------------
Lisa H. Keith $4.578 917.55
- --------------------------------------------------------------------------------
Jeanne M. King $4.578 1,529.55
- --------------------------------------------------------------------------------
Jeanne M. King $7.780 764.55
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------
Kim L. Mattingly $4.578 1,529.55
- --------------------------------------------------------------------------------
Kim L. Mattingly $7.780 764.55
- --------------------------------------------------------------------------------
Edwin C. Mertz $4.578 458.55
- --------------------------------------------------------------------------------
Jorge V. Miranda $7.780 917.55
- --------------------------------------------------------------------------------
Ryan O'Neal $7.780 764.55
- --------------------------------------------------------------------------------
Scott R. Passe $4.578 458.55
- --------------------------------------------------------------------------------
Mark E. Rykowski $4.578 7,942.55
- --------------------------------------------------------------------------------
George G. Wagner $4.578 14,120.10
- --------------------------------------------------------------------------------
</TABLE>
