<PAGE>
As filed with the Securities and Exchange Commission on November 20, 1997.
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
CORPORATE EXPRESS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 5112 84-0978360
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification
Number)
1 Environmental Way
Broomfield, Colorado 80021-3416
(303) 664-2000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
JIRKA RYSAVY
Chief Executive Officer
Corporate Express, Inc.
1 Environmental Way
Broomfield, Colorado 80021-3416
(303) 664-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-----------------
Copies to:
GERALD J. GUARCINI, ESQ. KENNETH M. DORAN, ESQ.
Ballard Spahr Andrews & Ingersoll Gibson Dunn & Crutcher LLP
1735 Market Street, 51st Floor 333 South Grand Avenue
Philadelphia, Pennsylvania 19103-7599 Los Angeles, California 90071-3197
(215) 665-8500 (213) 229-7000
-----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effectiveness of this Registration Statement and the
effective time of the merger (the "Merger") of IDD Acquisition Corp., a wholly
owned subsidiary of Corporate Express, Inc., into Data Documents Incorporated as
described in the Agreement and Plan of Merger, dated as of September 10, 1997
(the "Merger Agreement"), attached as Appendix I to the Proxy Statement and
Prospectus forming a part of this Registration Statement.
------------------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and are in compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-35559
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______
------------------------------
<TABLE>
<CAPTION>
======================================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to Be Amount to Offering Price Aggregate Amount of
Registered Be Registered(1) Per Share Offering Price(2) Registration Fee(2)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.0002 par value) 1,162,370 N/A $17,435,550 $5,283.50
======================================================================================================================
</TABLE>
(1) Represents the maximum number of shares of Corporate Express, Inc. Common
Stock, par value $.0002 per share, to be issued pursuant to the Merger
Agreement in exchange for all of the issued and outstanding shares of
Common Stock of Data Documents Incorporated or reserved for issuance
pursuant to stock options or warrants.
(2) Pursuant to Rule 457(f), the registration fee was computed on the basis of
the market value of the Common Stock of Data Documents Incorporated to be
exchanged in the Merger, computed in accordance with Rule 457(c) on the
basis of the average of high and low prices per share of such stock on The
Nasdaq National Market on November 14, 1997.
<PAGE>
STATEMENTS INCORPORATING BY REFERENCE
THE CONTENTS OF REGISTRATION STATEMENT
NO. 333-35559
The Registrant hereby incorporates by reference the contents of
Registration Statement No. 333-35559 (the "Registration Statement") declared
effective on October 24, 1997 and Post-Effective Amendment No. 1 to the
Registration Statement declared effective on November 14, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Broomfield, State of
Colorado, on November 19, 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 on November 19, 1997 by the
following persons in the capacities indicated. Each person whose signature
appears below hereby authorizes and appoints Jirka Rysavy, Robert L. King
and Gary N. Jacobs, and any one of them, as his or her attorneys-in-fact,
to sign and file on his or her behalf, in the capacities stated below, any
and all pre-effective amendments and post-effective amendments to this
Registration Statement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jirka Rysavy Chairman of the Board and Chief November 19, 1997
- --------------------------- Executive Officer (Principal Executive
Jirka Rysavy Officer)
/s/ Robert L. King President, Chief Operating Officer and November 19, 1997
- --------------------------- Director
Robert L. King
/s/ Sam R. Leno Executive Vice President and Chief November 19, 1997
- --------------------------- Financial Officer (Principal Financial
Sam R. Leno Officer)
/s/ Joanne C. Farver Vice President and Controller November 19, 1997
- --------------------------- (Principal Accounting Officer)
Joanne C. Farver
/s/ Janet A. Hickey Director November 19, 1997
- ---------------------------
Janet A. Hickey
/s/ James P. Argyropoulos Director November 19, 1997
- ---------------------------
James P. Argyropoulos
/s/ Mo Siegel Director November 19, 1997
- ---------------------------
Mo Siegel
</TABLE>
<PAGE>
PAGE>
EXHIBIT INDEX
5.1 Opinion of Ballard Spahr Andrews & Ingersoll as to validity of shares of
Corporate Express Common Stock bring registered
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche L.L.P.
<PAGE>
Exhibit 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]
November 19, 1997
Corporate Express, Inc.
325 Interlocken Parkway
Broomfield, CO 80021
Ladies and Gentlemen:
We have acted as your counsel in connection with the proposed issuance
of shares of common stock in connection with the proposed merger (the "Merger")
pursuant to which IDD Acquisition Corp., a wholly owned subsidiary of Corporate
Express, Inc. (the "Company"), will be merged with and into Data Documents
Incorporated and pursuant to which Data Documents Incorporated will become a
wholly owned subsidiary of the Company, as more fully described in the
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on the date hereof and relating to such additional shares of common
stock pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
In this connection, we have examined and relied upon such corporate
records and other documents, instruments and certificates and have made such
other investigation as we deemed appropriate as the basis for the opinion set
forth below.
Based upon the foregoing, we are of the opinion that the additional
shares of common stock to be issued by you have been duly authorized and, when
duly executed, delivered and paid for in accordance with the terms of the
Merger, and upon satisfaction of all applicable conditions, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to
<PAGE>
Corporate Express, Inc.
November 19, 1997
Page 2
this firm under the caption "Legal Matters" in the Proxy Statement and
Prospectus forming a part thereof.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Corporate Express, Inc. on Form S-4 (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. We also
consent to the reference to our Firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
Denver, Colorado
November 19, 1997
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Corporate
Express, Inc. on Form S-4 filed pursuant to Rule 462(b) of our reports to Data
Documents Incorporated dated February 6, 1997, appearing in the Prospectus,
which is a part of such Registration Statement, and to the references to us
under the headings "Selected Financial Data" and "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
November 19, 1997
