<PAGE>
As filed with the Securities and Exchange Commission on September 9, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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.)
1 Environmental Way
Broomfield, Colorado 80021-3416
- ------------------------------ ------------------
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
Corporate Express, Inc.
401(k) Retirement Plan
--------------------------------------------
(FULL TITLE OF THE PLAN)
Jirka Rysavy
Chief Executive Officer
Corporate Express, Inc.
1 Environmental Way
Broomfield, Colorado 80021-3416
-------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(303) 664-2000
--------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with a copy to:
Rhonda R. Cohen, Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.0002
per share 1,000,000(2) $16.875 $16,875,000 $5,113.64
- --------------------------------------------------------------------------------
</TABLE>
(1) Calculated in accordance with Rule 457(c) and (h), on the basis of the
average of the high and low prices of Corporate Express, Inc. Common Stock
on September 2, 1997, as reported on the Nasdaq National Market.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be given or sent to all individuals who participate
in the Corporate Express, Inc. 401(k) Retirement Plan 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 with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") by Corporate Express, Inc. (the "Company") (File
No. 0-24642) are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended March 1, 1997.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1997.
(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on August 4, 1994.
All documents subsequently filed by the Company or the Plan after the
date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and shall be part hereof from the date of filing of such
documents.
II-1
<PAGE>
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 is adjudged liable to the corporation, or in a proceeding in which the
director, officer, employee or agent is adjudged liable for an improper personal
benefit.
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 its directors and certain officers consistent with
its Articles of Amendment and Restatement to the Articles of Incorporation and
By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
--------
4.1 Specimen copy of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Registration Statement on Form
S-1, Reg. No. 33-81924)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in
Exhibit 5.1)
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
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 (1)(i) and (1)(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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes 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)
II-4
<PAGE>
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 the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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.
II-5
<PAGE>
SIGNATURES
The Registrant. 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
September 3, 1997.
CORPORATE EXPRESS, INC.
By /s/ Jirka Rysavy
-------------------------------------
Jirka Rysavy, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
----------- ----- ----
<S> <C> <C>
/s/Jirka Rysavy Chairman of the Board September 3, 1997
- ----------------- and Chief Executive
Jirka Rysavy Officer (Principal
executive officer)
/s/ Robert L. King President, Chief September 3, 1997
- -------------------- Operating Officer and
Robert L. King Director
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Sam R. Leno Executive Vice President September 3, 1997
- ------------------------- and Chief Financial
Sam R. Leno Officer (Principal
financial officer)
/s/ Joanne C. Farver Vice President and September 3, 1997
- ------------------------- Controller (Principal
Joanne C. Farver accounting officer)
/s/ Janet A. Hickey Director September 3, 1997
- -------------------------
Janet A. Hickey
/s/James P. Argyropoulos Director September 3, 1997
- -------------------------
James P. Argyropoulos
/s/ Mo Siegel Director September 3, 1997
- -------------------------
Mo Siegel
</TABLE>
II-7
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
--------
the trustees (or other persons who administer the employee benefit plan) have
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 September 3, 1997.
CORPORATE EXPRESS, INC. 401(k)
RETIREMENT PLAN
By: /s/ John O'Loughlin
---------------------------
John O'Loughlin
Vice President of
Human Resources
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
4.1 Specimen copy of Common Stock Certificate (incorporated
by reference to Exhibit 4.1 to Registration Statement on
Form S-1, Reg. No. 33-81924)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(contained in Exhibit 5.1)
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR
ANDREWS & INGERSOLL APPEARS HERE]
September 9, 1997
Corporate Express, Inc.
1 Environmental Way
Broomfield, CO 80021-3416
Re: Corporate Express, Inc. 401(k) Retirement Plan
Registration Statement on Form S-8
----------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Corporate Express, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of interests (the "Interests") in the Corporate Express, Inc. 401(k) Retirement
Plan (the "Plan") and 1,000,000 shares of common stock of the Company, par value
$.0002 per share (the "Shares"), issuable thereunder.
In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments as in our
judgement 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 upon the foregoing, we are of the opinion that (i) the Interests
created pursuant to the Plan will be legal and binding obligations of the
Company and (ii) the Shares, when issued in accordance with the terms of the
Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
[COOPERS & LYBRAND LETTERHEAD APPEARS HERE]
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 April 18, 1997 on our audits of the consolidated financial statements and
financial statement schedule of Corporate Express, Inc. as of March 1, 1997 and
March 2, 1996, and for the years ended March 1, 1997, March 2, 1996 and February
25, 1995.
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
September 5, 1997
