<PAGE>
Rule 424(b)(3) Prospectus
Registration No. 333-12451
Prospectus Supplement No.5
to Prospectus dated December 26, 1996
Corporate Express, Inc.
$325,000,000 4 1/2% Convertible Notes due July 1, 2000
9,750,975 Shares of Common Stock
This Prospectus Supplement supplements information contained in that
certain Prospectus of the Company dated December 26, 1996, as supplemented by
Prospectus Supplement No. 1 dated February 21, 1997, Prospectus Supplement No. 2
dated March 10, 1997, Prospectus Supplement No. 3 dated April 8, 1997 and
Prospectus Supplement No. 4 dated April 28, 1997 (the "Prospectus") relating to
the potential sale from time to time of up to $325,000,000 aggregate principal
amount of Notes and the Common Stock issuable upon conversion thereof by the
Selling Securityholders. This Prospectus Supplement is not complete without, and
may not be delivered or utilized except in connection with the Prospectus,
including any amendments or supplements thereto. Capitalized terms used herein
but not defined have the meanings assigned to such terms in the Prospectus.
The following table supplements the information set forth in the Prospectus
under the caption "Selling Securityholders" with respect to the Selling
Securityholders and the respective principal amounts of Notes beneficially owned
by each of the Selling Securityholders and that may be sold pursuant to the
Prospectus, as amended or supplemented:
<TABLE>
<CAPTION>
Principal
Amount
of Notes Number of
Beneficially Conversion
Owned and Percent of Shares
That May Outstanding That May
Name(1) Be Sold Notes Be Sold(2)
------- ------------ ----------- ----------
<S> <C> <C> <C>
Donaldson, Lufkin & Jenrette
Securities Corp. ............. $700,000 * 21,002
Lazard Freres & Co. LLC(3) ..... 150,000 * 4,500
</TABLE>
- -------------
* Less than 1%.
(1) The information set forth herein is as of July 30, 1997 and will be
updated as required. Certain of the holders share investment power with
their respective investment advisors.
(2) Assumes conversion of the full amount of Notes by such holder at the rate
of $33.33 in principal amount of Notes per share of Common Stock, which
rate reflects the 50% share dividend distributed by the Company on January
31, 1997.
(3) Lazard Freres & Co. LLC served as an Underwriter in a prior public
offering of the Company's securities.
The date of this Prospectus Supplement is August 6, 1997.
