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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 1997
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CORPORATE EXPRESS, INC.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-24642 84-0978360
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
1 Environmental Way
Broomfield, Colorado 80021-3416
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(Address of Principal (Zip Code)
Executive Offices)
(303) 664-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On November 7, 1997, the Registrant entered into Amendment No. 1 to
the Agreement and Plan of Merger (the "Merger Agreement") providing for the
merger (the "Merger") of IDD Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of the Registrant ("Acquisition Sub"), with and into
Data Documents Incorporated, a Delaware corporation ("Data Documents"), which
amendment modified the Merger Agreement to fix the Exchange Ratio (as defined in
the Merger Agreement) at 1.1 share of the Registrant's common stock for each
share of Data Documents' common stock. A copy of the amendment to the Merger
Agreement is attached as Exhibit 2.2 to this Current Report on Form 8-K, and the
foregoing summary is qualified in its entirety by reference to such copy of the
amendment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.2 Amendment No. 1 dated as of November 7, 1997 to Agreement and Plan of
Merger dated as of September 10, 1997 by and among Corporate Express,
Inc., IDD Acquisition Corp. and Data Documents Incorporated.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORPORATE EXPRESS, INC.
(Registrant)
/s/ Richard L. Millett, Jr.
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Date: November 14, 1997 By: Richard L. Millett, Jr.
Title: Vice President, General Counsel
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EXHIBIT 2.2
AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER
This Amendment No. 1. dated as of November 7, 1997 ("Amendment No. 1") to
the Agreement and Plan of Merger, dated as of September 10, 1997 (the
"Agreement"), is by and among Corporate Express, Inc., a Colorado corporation
("Parent"), IDD Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent ("Subsidiary"), and Data Documents Incorporated, a Delaware
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Parent, Subsidiary and the Company executed and delivered the
Agreement; and
WHEREAS, Parent, Subsidiary and the Company wish to amend certain terms of
the Agreement so as to fix the Exchange Ratio (as defined therein).
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein and in the Agreement, the
parties hereto, intending to be legally bound, agree as follows:
SECTION 1. AMENDMENT TO SUBSECTIONS 3.1(A) AND (B). Subsections 3.1(a) and
(b) of the Agreement are hereby amended and restated as follows:
(a) each share of the Company's Common Stock, par value
$.001 per share (the "Company Common Stock"), issued and
outstanding immediately prior to the Effective Time, except any
Non-Converting Shares (as defined in Section 3.1(c)), shall be
converted into the right to receive consideration (the "Merger
Consideration") equal to that number of shares of common stock,
par value $.0002 per share, of Parent ("Parent Common Stock"),
which is determined by multiplying the Exchange Ratio (as defined
below) by the number of shares of Company Common Stock held by
such Company stockholder on the Closing Date (as defined in
Section 3.5). The "Exchange Ratio" shall equal 1.1 shares of
Parent Common Stock for each share of Company Common Stock
outstanding at the time of the Merger.
(b) The Parent Common Stock is listed on the Nasdaq
National Market ("Nasdaq").
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SECTION 2. AMENDMENT TO SUBSECTION 7.6(B). Subsection 7.6(b) of the
Agreement is hereby amended by deleting the last sentence of that subsection
since it relates to prior Section 3.1(b)(i) of the Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Parent, Subsidiary and the Company have caused this
Amendment No. 1 to the Agreement to be signed by their respective officers as of
the date first written above.
CORPORATE EXPRESS, INC.
By: /s/Richard L. Millett, Jr.
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Richard L. Millett, Jr.
Vice President, General Counsel
IDD ACQUISITION CORP.
By: /s/Richard L. Millett, Jr.
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Richard L. Millett, Jr.
Vice President, General Counsel
DATA DOCUMENTS INCORPORATED
By: /s/Walter J. Kearns
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Walter J. Kearns
Chief Executive Officer
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