<PAGE>
File No. 333-12451
Rule 424(b)(3)
PROSPECTUS SUPPLEMENT NO. 2
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 (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 such Selling Securityholder 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>
Alex. Brown & Sons Incorporated(3)........ $12,437,000 3.8% 373,147
Merrill Lynch, Pierce, Fenner & Smith,
Inc. .................................... 3,570,000 1.1 107,111
Montgomery Securities(3).................. 1,125,000 * 33,735
Nomura Securities (Bermuda) Ltd. ......... 4,500,000 1.4 135,014
Reliant Trading........................... 22,357,000 6.9 670,777
Robertson Stephens & Co., LLP............. 7,000,000 2.2 210,021
Shepherd Investments International,
Ltd. .................................... 25,108,000 7.7 753,315
</TABLE>
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(1) The information set forth herein is as of March 5, 1997, except for the
information regarding Alex. Brown & Sons Incorporated and Robertson
Stephens & Co., LLP which is as of March 10, 1997, 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) Alex. Brown & Sons Incorporated and Montgomery Securities served as
Managers for the private placement of the Notes and served as financial
advisors to the Company and as underwriters in prior public offerings of
the Company's securities.
The line items "Alex. Brown & Sons Incorporated(3) . . . . . $4,594,000,
1.4%, 137,834(8)"; "Montgomery Securities(3). . .125,000, *, 3,750"; "Nomura
Securities (Bermuda) Ltd. . . . 7,500, *, 150"; "Reliant Trading . . .
15,000,000, 4.6, 450,045"; "Robertson Stephens & Co., LLP. . . .1,390,000, *,
41,704(8)" and "Shepherd Investments International, Ltd. . . . 15,000,000,
4.6, 450,045" contained in the tables set forth in the Prospectus shall be
deleted in their entirety and replaced with the line items set forth in the
table above.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 10, 1997
