<PAGE>
PROSPECTUS SUPPLEMENT NO. 3
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 and Prospectus Supplement
No. 2 dated March 10, 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>
Alex. Brown & Sons Incorporated(3)........ $3,494,000 1.1% 104,830
Credit Suisse First Boston Corp. ......... 500,000 * 15,001
DeSai Capital MGMT -
Equity Linked Investors - II............. 3,900,000 1.2 117,011
Forum Capital Markets LP.................. 6,200,000 1.9 186,018
J.P. Morgan Securities Inc.(3)............ 6,000,000 1.9 180,018
Kellner, DiLeo & Co. ..................... 3,100,000 1.0 93,009
The Northwestern Mutual Life Insurance
Company.................................. 3,000,000 * 90,009
T. Rowe Price Growth & Income Fund........ 15,000,000 4.6 450,045
</TABLE>
- --------
* Less than 1%.
(1) The information set forth herein is as of March 24, 1997, except for the
information regarding T. Rowe Price Growth & Income Fund which is as of
April 3, 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) Alex. Brown & Sons Incorporated and J.P. Morgan Securities Inc. 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) . . . . $12,437,000
. . . . 3.8% . . . . 373,147"; "J.P. Morgan Securities Inc.(3) . . . .
7,590,000 . . . . 2.3 . . . . 151,800" and "Kellner, DiLeo & Co. . . . .
3,500,000 . . . . 1.1 . . . . 70,000" 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 APRIL 8, 1997
