<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Of The Securities
Exchange Act OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Corporate Express, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF CORPORATE EXPRESS APPEARS HERE]
ONE ENVIRONMENTAL WAY
BROOMFIELD, COLORADO 80021
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JULY 17, 1997
To the Shareholders of Corporate Express, Inc.:
The 1997 Annual Meeting of Shareholders (the "Annual Meeting") of Corporate
Express, Inc., a Colorado corporation (the "Company"), will be held on
Thursday, July 17, 1997, at 9:00 a.m. (local time), at the Boulderado Hotel,
2115 13th Street, Boulder, Colorado, for the following purposes:
1. to elect five directors of the Company to serve until the next annual
meeting of shareholders or until their successors are duly elected and
qualified;
2. to approve an amendment to the Corporate Express, Inc. 1994 Stock Option
and Incentive Plan (the "1994 Plan") to increase the number of shares of
Common Stock authorized for grant from 9,562,500 to 13,562,500; and
3. to transact such other business as may properly come before the Annual
Meeting, or any adjournment(s) or postponement(s) thereof.
The Board of Directors has fixed the close of business on Friday, May 30,
1997, as the record date (the "Record Date") for determining the shareholders
entitled to notice of, and to vote at, the Annual Meeting. A complete list of
shareholders entitled to vote at the Annual Meeting will be available, upon
written request, for inspection during normal business hours by any
shareholder of the Company prior to the Annual Meeting, for a proper purpose,
at the Company's Broomfield, Colorado office. Only shareholders of record on
the Record Date are entitled to notice of, and to vote at, the Annual Meeting
and any adjournments or postponements thereof.
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended March 1, 1997, a Proxy Statement and a proxy card accompany this notice.
These materials are first being sent to shareholders on or about June 24,
1997.
Shareholders are cordially invited to attend the Annual Meeting in person.
To assure your representation at the Annual Meeting, please complete and sign
the enclosed proxy card and return it promptly. If you choose, you may still
vote in person at the Annual Meeting even though you previously submitted a
proxy card.
By Order of the Board of Directors,
[SIGNATURE OF GARY M. JACOBS APPEARS HERE]
Gary M. Jacobs
Secretary
Broomfield, Colorado
June 24, 1997
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY, REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
CORPORATE EXPRESS, INC.
ONE ENVIRONMENTAL WAY
BROOMFIELD, COLORADO 80021
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 1997
This Proxy Statement and the accompanying proxy card are being furnished to
the shareholders of Corporate Express, Inc. (the "Company") in connection with
the solicitation of proxies by and on behalf of the Board of Directors of the
Company (the "Board") for use at its 1997 Annual Meeting of Shareholders to be
held on Thursday, July 17, 1997, at 9:00 a.m. (local time), at the Boulderado
Hotel, 2115 13th Street, Boulder, Colorado, and at any adjournment(s) or
postponement(s) thereof (the "Annual Meeting"). This Proxy Statement, the
accompanying proxy card and the Company's Annual Report to Shareholders (the
"Annual Report") for the fiscal year ended March 1, 1997 ("fiscal 1996"), are
being mailed to shareholders on or about June 24, 1997. The Annual Report is
not to be considered a part of the Company's proxy solicitation materials.
PURPOSE OF ANNUAL MEETING
At the Annual Meeting, shareholders will be asked: (i) to elect five
directors of the Company to serve until the next annual meeting of
shareholders or until their successors are duly elected and qualified
(Proposal 1); (ii) to approve an amendment to the Corporate Express, Inc. 1994
Stock Option and Incentive Plan (the "1994 Plan") to increase the number of
shares of Common Stock authorized for grant from 9,562,500 to 13,562,500
(Proposal 2); and (iii) to transact such other business as may properly be
brought before the Annual Meeting. The Board recommends a vote in favor of
(i.e., "FOR") (a) the election of the five nominees for directors of the
Company listed below and (b) the proposal set forth in (ii) above.
QUORUM AND VOTING RIGHTS
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. Only shareholders of record at the close of business on
Friday, May 30, 1997 (the "Record Date") will be entitled to notice of, and to
vote at, the Annual Meeting. As of the Record Date, there were 127,113,436
shares of Common Stock outstanding and entitled to vote. Holders of Common
Stock as of the Record Date are entitled to one vote for each share held.
All shares of Common Stock represented by properly executed proxies will,
unless the proxies have previously been revoked, be voted in accordance with
the instructions indicated in the proxies. Directors will be elected by a
plurality of the votes cast. Approval of the amendment to the 1994 Plan
requires that the votes in favor of the proposal exceed the votes against the
proposal. If no instructions are indicated, the shares will be voted in favor
of (i.e., "FOR") (i) the election of the five nominees for director of the
Company listed under Proposal 1 and (ii) the increase in the number of shares
of Common Stock authorized under the 1994 Plan listed under Proposal 2. For
purposes of Proposal 2 to amend the 1994 Plan, abstentions and broker non-
votes will not be counted as votes cast and will have no effect on the result
of the vote, although they will count towards the presence of a quorum. Any
shareholder executing
a proxy has the power to revoke the proxy at any time prior to its exercise. A
proxy may be revoked prior to exercise by (a) filing with the Company a
written revocation of the proxy, (b) appearing at the Annual Meeting and
casting a vote contrary to that indicated on the proxy or (c) submitting a
duly executed proxy bearing a later date.
1
<PAGE>
The cost of preparing, printing, assembling and mailing this Proxy Statement
and other material furnished to shareholders in connection with the
solicitation of proxies will be borne by the Company. In addition to the
solicitation of proxies by use of the mails, officers, directors and regular
employees of the Company may solicit proxies by written communication, by
telephone, telegraph or personal call. These persons are to receive no special
compensation for any solicitation activities. The Company has engaged the firm
of Georgeson & Company, Inc. ("Georgeson") to assist the Company in the
distribution and solicitation of proxies. The Company has agreed to pay
Georgeson a fee of approximately $6,500 plus expenses for its services. The
Company will reimburse banks, brokers and other persons holding Common Stock
in their names, or those of their nominees, for their expenses in forwarding
proxy solicitation materials to beneficial owners of Common Stock.
PROPOSAL 1--ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
The Board currently consists of five members: Jirka Rysavy, Janet A. Hickey,
Robert L. King, Mo Siegel and James P. Argyropoulos. The Board proposes that
the five current directors, listed below as nominees, be elected as directors
of the Company to hold office until the next annual meeting of shareholders or
until their successors are duly elected and qualified. Directors will be
elected by a plurality of the shares present and voting at the Annual Meeting.
Unless contrary instructions are given, the proxies will be voted for the
nominees listed below. It is expected these nominees will serve but, if for
any unforeseen cause any of them should decline or be unable to serve, the
proxies will be voted to fill any vacancy so arising in accordance with the
discretionary authority of the persons named in the proxy, unless contrary
instructions are given.
The names of the nominees, their ages, the years in which they began serving
as directors, and positions are set forth below.
<TABLE>
<CAPTION>
NOMINEE AGE DIRECTOR SINCE POSITION
- ------- --- -------------- --------
<S> <C> <C> <C>
Jirka Rysavy.................... 43 1986 Chairman of the Board and
Chief Executive Officer
Janet A. Hickey................. 52 1991 Director
Robert L. King.................. 46 1993 President, Chief Operating
Officer and Director
Mo Siegel....................... 47 1996 Director
James P. Argyropoulos........... 53 1997 Director
</TABLE>
Mr. Rysavy has been Chairman of the Board and Chief Executive Officer since
1986. In addition to founding the Company's business in 1986, Mr. Rysavy has
been responsible for the Company's strategic vision, planning and direction.
Ms. Hickey has served as a director of the Company since December 1991. Ms.
Hickey is a General Partner of the Sprout Group and a Senior Vice President of
DLJ Capital Corporation. The Sprout Group is a division of DLJ Capital
Corporation, which is a wholly-owned subsidiary of Donaldson, Lufkin &
Jenrette, Inc. Prior to joining the Sprout Group in 1985, Ms. Hickey was with
the General Electric Company for fifteen years in a variety of positions, most
recently as Senior Vice President-Venture Investments of the General Electric
Investment Corporation and as a Trustee of the General Electric Pension Trust.
Ms. Hickey also serves as a director of Loehmann's Holdings, Inc., as well as
several private companies, and is a Trustee of Mt. Holyoke College.
Mr. King joined the Company in August 1993 as President, Chief Operating
Officer and a director. During the previous ten years, Mr. King held various
executive positions with Foxmeyer Corporation, a distributor of
pharmaceuticals and healthcare products, serving as its President and Chief
Executive Officer from 1989 to 1993. Prior to 1983, Mr. King served as
Executive Vice President of Narco Drug Co. and Vice President of computer
services for Fox-Vliet Drug Co. Mr. King serves as a director of Investment
Technology Group, Inc.
2
<PAGE>
Mr. Siegel has been a director of the Company since June 1996. Mr. Siegel
has served as Chairman and Chief Executive Officer of Celestial Seasonings,
Inc. ("Celestial") since 1991 and as a director of Celestial since 1988. Mr.
Siegel founded Celestial, the largest manufacturer and marketer of herb teas
in the United States, in 1970, and was President and Chairman of the Board
until 1986.
Mr. Argyropoulos has been a director of the Company since June 1997 when he
filled the vacancy created by Clayton Trier's resignation. Mr. Argyropoulos
was previously a director of the Company until October 1993. A private
investor, Mr. Argyropoulos is the founder, Chairman and Chief Executive
Officer of The Walking Company, a lifestyle specialty retailer, and serves on
the Board of Earthshell, a concrete technology business specializing in fast
food packaging. Mr. Argyropoulos previously served as Chairman of the Board
and Chief Executive Officer of The Cherokee Group Inc. between 1972 and 1989,
a shoe manufacturing and apparel business he founded in 1972.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During fiscal 1996, the Board held thirteen meetings and acted by consent
one time. Each director attended over 75% of the aggregate number of meetings
of the Board and of the committees of the Board on which the directors served
during fiscal 1996.
The Board has three standing committees which have responsibility for
particular corporate matters. The Board does not have a nominating committee.
Audit Committee. The Audit Committee consisted of Ms. Hickey and Mr. Siegel
during fiscal 1996. Ms. Hickey serves as chairperson of the Audit Committee.
The Audit Committee has the authority to recommend the appointment of the
Company's independent auditors and review the results and scope of audits,
internal accounting controls, tax and other accounting-related matters. The
Audit Committee held three meetings during fiscal 1996.
Compensation Committee. The Compensation Committee consisted of Ms. Hickey
and Mr. Siegel during fiscal 1996. Ms. Hickey serves as chairperson of the
Compensation Committee. The Compensation Committee sets compensation policies
applicable to executive officers and approves salaries, bonuses and other
compensation matters for executive officers of the Company and administers the
Company's stock option plans and employee stock purchase plan. The
Compensation Committee held six meetings during fiscal 1996 and acted by
consent one time.
Administrative Committee. The Administrative Committee consisted of Messrs.
Rysavy and King during fiscal 1996. The Administrative Committee administers
the Company's employee benefit plans (exclusive of the stock option plans and
the stock purchase plan), reviews and approves certain acquisitions and
performs other administrative functions as requested by the Board. The
Administrative Committee held four meetings and acted by consent a number of
times during fiscal 1996.
DIRECTOR COMPENSATION
Directors did not receive any fees for serving on the Board or any committee
of the Board during fiscal 1996, but were reimbursed for their reasonable
expenses related to attending meetings. Pursuant to the Company's 1996 Stock
Option Plan for Outside Directors, each director who is not an employee of the
Company or any of its subsidiaries receives an initial grant of options to
purchase 25,000 shares of the Company's Common Stock at an exercise price
equal to the fair market value of the Company's Common Stock on the date of
becoming a director. Each outside director shall also automatically be granted
stock options to purchase 10,000 shares of Common Stock on each anniversary of
the date of such initial grant (beginning on the second such anniversary). The
directors may from time to time receive other non-qualified stock options. The
Board recently approved annual fees and attendance fees for non-employee
directors starting in the 1997 fiscal year.
3
<PAGE>
Beginning in April 1997, directors who are not employees of the Company or its
affiliates will be paid an annual fee, paid quarterly, of $15,000, a fee of
$4,000 for each meeting of the Board of Directors that they attend and a fee of
$1,000 for each telephone meeting. In addition, non-employee directors will
receive a fee of $500 for attendance at each committee meeting and non-employee
chairpersons of each standing committee will receive an annual fee of $1,000.
PROPOSAL 2--AMENDMENT TO 1994 STOCK OPTION AND INCENTIVE PLAN
The Corporate Express, Inc. 1994 Stock Option and Incentive Plan (the "1994
Plan") was adopted by the Company's Board of Directors and approved by the
shareholders in August 1994. The 1994 Plan provides for the grant of incentive
stock options and non-qualified stock options to purchase shares of Common
Stock to officers, key employees, directors and consultants of the Company and
its subsidiaries. All employees of the Company (approximately 27,000
individuals as of the Record Date) are eligible for grants of stock options
under the 1994 Plan. The maximum aggregate number of shares of Common Stock
which may be issued under the 1994 Plan is 9,562,500 (of which, as of March 1,
1997, 7,423,127 have been granted, net of forfeitures), plus an additional
number of shares equal to the number of options granted under the 1992 Stock
Option Plan that are terminated or forfeited. The closing sale price of the
Company's Common Stock was $13.625 on June 23, 1997. Employees may also receive
stock options under various other stock option plans administered by the
Compensation Committee.
The purpose of the 1994 Plan is to direct the attention and efforts of
participating employees to the long-term performance of the Company and its
subsidiaries, by relating incentive compensation to the achievement of long-
term corporate economic objectives. The 1994 Plan is also designed to retain,
reward and motivate participating employees by providing an opportunity for
investment in the Company and the advantages inherent in stock ownership in the
Company.
The proposed amendment seeks to allocate an additional 4,000,000 shares for
issuance under the 1994 Plan, bringing the total number of shares authorized
for issuance thereunder to 13,562,500 shares. The remaining provisions will
continue as stated in the 1994 Plan.
The term of options granted under the 1994 Plan may not exceed ten years from
the date of grant. The per share option price for incentive stock options and
nonqualified stock options granted under the 1994 Plan may not be less than
100% and 85%, respectively, of the fair market value of a share of Common Stock
on the date of grant and is payable to the Company in full upon exercise.
Payment may be made in cash or, unless otherwise determined by the Compensation
Committee at the time of grant, in shares of Common Stock or by reduction in
the number of shares issuable upon such exercise.
Options granted under the 1994 Plan typically vest in equal monthly
installments over a period of five years, beginning on the month after the
first anniversary of the grant date. The options generally expire on the
earliest to occur of (a) the seventh anniversary of the grant date or (b) a
breach by the optionee of the confidentiality and noncompete agreement with the
Company. Options and awards that expire, terminate or are cancelled or
forfeited will again be available for grant or award under the 1994 Plan.
Pursuant to the 1994 Plan, the Company may also make awards of restricted
stock, performance shares and performance units to officers, employees,
directors and consultants of the Company and its subsidiaries. No awards of
restricted stock, performance units or performance shares have been made under
the 1994 Plan. A restricted stock award is an award pursuant to which a given
number of shares of Common Stock will be issued if the grantee continues to be
an employee of the Company or any of its subsidiaries during a period set by
the Compensation Committee. A performance unit is an award of a fixed dollar
amount, payable in cash, Common Stock or a combination of both. The value of a
performance unit may be paid to the recipient after the expiration of a
specified period of time, subject to the satisfaction of vesting requirements
and the attainment of specified performance goals as may be determined by the
Compensation Committee. A performance share is an award of
4
<PAGE>
the right to receive Common Stock, payable in Common Stock or cash of an
equivalent value (or a combination of both), after the expiration of a
specified period. The value of a performance share may be paid to the
recipient after the expiration of a specified period of time, subject to the
satisfaction of vesting requirements and the attainment of specified
performance goals as may be determined by the Compensation Committee.
Options and awards generally are not transferable and terminate upon the
termination of employment or within 30 days after an involuntary termination
without cause or one year after death, disability or retirement in the case of
options. In addition, the 1994 Plan provides that, in the event of death,
disability or retirement of a participant, one-half of the participant's
unvested options will become exercisable, one-half of the restricted stock
awards will cease to be subject to forfeiture and one-half of the performance
shares and performance units will be paid out if the Compensation Committee
determines that the applicable performance goals were satisfied. The
particular terms and conditions of each option and award will be set forth in
a separate agreement which may include confidentiality and noncompetition
provisions.
Recipients of awards made under the 1994 Plan are subject to the following
federal income tax consequences under current law. The federal income tax
consequences depend on whether the options are incentive stock options or non-
qualified stock options.
For incentive stock options, no tax is due at the time an incentive stock
option is granted or exercised. If the shares of Common Stock acquired upon
exercise of an incentive stock option are not sold until two years after the
grant date and one year after the exercise date, any gain (the excess of the
sale price over the exercise price) or loss (the excess of the exercise price
over the sale price) will be a long-term capital gain or loss.
If the option shares are sold within two years after the grant date or
within one year after the exercise date, the sale is a "disqualifying
disposition." The optionee will generally recognize income in the year of the
"disqualifying disposition" equal to the gain (excess of the sale price over
the exercise price). The portion of the gain equal to the excess of the fair
market value of the Common Stock on the exercise date over the exercise price
will be compensation taxable as ordinary income, and any remaining gain will
be long-term or short-term capital gain depending on whether the shares were
sold more than one year after the option was exercised. If the "disqualifying
disposition" is a sale or exchange (other than a sale or exchange with certain
persons related to the optionee), the amount of compensation taxable as
ordinary income cannot exceed the excess of the sale price over the exercise
price, even if the sale price is less than the fair market value of the Common
Stock on the exercise date. If any of the exercise price is paid by
surrendering shares of Common Stock acquired upon exercise of another
incentive stock option within two years after the grant date or within one
year of the exercise date, proposed Internal Revenue Service regulations
require the optionee to recognize compensation taxable as ordinary income in
the amount equal to the excess of the fair market value on the exercise date
over the exercise price.
Special rules apply to incentive stock optionees who are subject to the
alternative minimum tax. The Company may be entitled to a tax deduction in the
year of the "disqualifying disposition."
For non-qualified stock options, tax is due upon exercise of the option,
even if the option shares are not sold when the option is exercised. The
optionee will be taxed upon exercise on ordinary income in an amount per share
equal to the difference between the exercise price of the non-qualified stock
option and the fair market value of the Common Stock on the exercise date. The
Company will (subject to any applicable limitation contained in the Internal
Revenue Code of 1986, as amended (the "Code")) be entitled to a tax deduction
for the compensation taxable as ordinary income when a non-qualified stock
option is exercised. An optionee will not be deemed to receive any taxable
income at the time a non-qualified stock option is granted, nor will the
Company be entitled to a deduction at that time.
5
<PAGE>
Upon a sale of the option shares, any gain (the excess of the sale price
over the fair market value of the Common Stock on the exercise date) or loss
(the excess of the fair market value of the Common Stock on the exercise date
over the sale price) will be a long-term capital gain or loss if the sale
occurs more than one year after the date of exercise (or, if later, the date
when income was recognized by the optionee). Otherwise, if the option shares
are sold less than a year after exercise, there will be a short-term capital
gain or loss.
If any of the exercise price of a non-qualified stock option is paid by
surrendering shares of Common Stock (including, based upon proposed
regulations under the Code, shares previously acquired upon exercise of an
incentive stock option), no gain or loss will be recognized on the shares
surrendered. Option shares equal to the number of shares surrendered will have
the same basis and holding period, for purposes of determining whether
subsequent dispositions result in long-term or short-term capital gain or
loss, as the shares surrendered. The balance of the option shares will be
treated for federal income tax purposes as though issued for an exercise price
equal to the consideration, if any, paid by the optionee in cash. The
optionee's compensation and the Company's deduction will be determined under
the normal non-qualified stock option rules with respect to such balance of
the option shares.
If a non-qualified stock option is exercised by a controlling person under
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") within six months of the grant date, the recognition of income
may be delayed until such shares may be resold without incurring liability
under Section 16(b) of the Exchange Act (generally six months after the grant
date).
The 1994 Plan is administered by the Compensation Committee, which has the
authority to determine the plan's participants and the terms and conditions of
the options and awards granted under the 1994 Plan, including the number of
shares or the amount of other awards, the price or performance goals and
vesting and termination provisions. The Compensation Committee, at its
discretion, may at any time amend, discontinue or terminate the 1994 Plan,
provided that the rights of a participant with respect to any outstanding
grant or award under the 1994 Plan may not be diminished or impaired without
the participant's consent.
Under the 1994 Plan, the Compensation Committee, as of March 1, 1997, had
granted options to purchase 7,423,127 shares, net of forfeitures. Of those
grants, 337,500 were granted to Sam Leno and 285,000 were granted to Clayton
Trier, as of March 1, 1997. As a group, all current executive officers,
including the Chief Executive Officer and the named executive officers, have
received 645,000 option grants under the 1994 Plan. All other employees as a
group have received options to purchase 6,778,127 shares under the 1994 Plan.
The Board of Directors believes that the 1994 Plan is important in order to
recruit and retain a pool of skilled and experienced employees. The addition
of 4,000,000 authorized shares of Common Stock under the 1994 Plan will allow
the Board of Directors to provide incentives to new employees and existing
employees.
Approval of the amendment of the 1994 Plan requires that the votes in favor
of the proposal exceed the votes against the proposal.
THE BOARD RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE 1994 PLAN TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK TO BE ISSUED UNDER
THE 1994 PLAN TO 13,562,500 SHARES.
6
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of the Record Date (unless otherwise
noted), certain information with respect to the beneficial ownership of Common
Stock, for (i) each person (or group of affiliated persons) who, insofar as
the Company has been able to ascertain, beneficially owned more than 5% of the
outstanding shares of Common Stock of the Company, (ii) each director and
named executive officer, and (iii) all current directors and executive
officers as a group. The Company has relied on information received from each
of the shareholders as to beneficial ownership, including information
contained on Schedules 13G and Forms 3, 4 and 5.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF HOLDER(1) NUMBER(2) PERCENT
- ----------------------------- ---------- -------
<S> <C> <C>
FMR Corp.(3)
82 Devonshire Street
Boston, MA 02109........................................... 15,244,650 12.0%
Putnam Investments (4)
One Post Office Square
Boston, MA 02109........................................... 12,552,024 9.9
T. Rowe Price Associates, Inc.(5)
100 E. Pratt Street
Baltimore, MD 21202........................................ 7,608,298 6.0
DLJ Affiliates(6)
277 Park Avenue, 21st Floor
New York, NY 10172......................................... 1,411,615 1.1
Jirka Rysavy(7)............................................. 3,886,764 3.0
Robert L. King(8)........................................... 1,476,199 1.1
Gary M. Jacobs(9)........................................... 1,067,251 *
Sam Leno(10)................................................ 237,567 *
Janet A. Hickey(11)......................................... 1,442,649 1.1
Mo Siegel................................................... -- --
James Argyropoulos(12)...................................... 956,017 *
All directors and executive officers as a group (8
persons)................................................... 9,173,920 7.0
</TABLE>
- --------
* Less than 1.0%.
(1)Except as otherwise noted, the address of the holder is in care of the
Company.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired within 60 days upon the exercise of options or warrants. Each
beneficial owner's percentage ownership is determined by assuming that
options or warrants that are held by that person (but not those held by
any other person) that are exercisable within 60 days of the Record Date
have been exercised. Unless otherwise noted, the Company believes that all
persons named in the table have sole voting and investment power with
respect to all shares of Common Stock beneficially owned by them.
(3) Represents ownership as of May 30, 1997. Includes 285,000 shares of Common
Stock issuable upon conversion of the Company's 4 1/2% Convertible
Subordinated Debentures due July 2000.
(4) Represents ownership as of March 31, 1997.
(5) Represents ownership as of May 30, 1997. These securities are owned by
various individual and institutional investors which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment adviser with
power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Exchange Act, Price
Associates is deemed to be a beneficial owner of such securities; however,
Price Associates expressly disclaims that it is, in fact, the beneficial
owner of such securities.
(6) Includes: (a) 720,393 shares of Common Stock owned by Sprout Capital VI,
L.P.; (b) 375,927 shares of Common Stock owned by Sprout Growth II, L.P.;
(c) 75,578 shares of Common Stock owned by DLJ Capital Corporation; (d)
23,229 shares of Common Stock owned by DLJ Venture Capital Fund II, L.P.
7
<PAGE>
(collectively, the "Sprout Entities"); (e) 22,727 shares of Common Stock
held by DLJ First ESC L.L.C., an employee securities corporation of which
DLJ LBO Plans Management Corporation, an affiliate of DLJ Securities
Corporation, is the manager and has voting and dispositive power; (f)
180,755 shares of Common Stock owned by ML Venture Partners II, L.P.; (g)
11,500 shares of Common Stock owned by Donaldson, Lufkin & Jenrette, Inc.;
and (h) 1,506 shares of Common Stock owned by DLJ Capital Associates VI,
Inc. Does not include shares of Common Stock held by employees of DLJ
Securities Corporation and its affiliates. DLJ Securities Corporation and
its affiliates disclaim beneficial ownership of all shares held directly or
indirectly by its employees.
(7) Includes: (a) 898,014 shares of Common Stock owned by Synergom, Inc., a
Colorado corporation, of which Mr. Rysavy is the sole shareholder; (b)
525,000 shares of Common Stock owned by Transecon, Inc., a Colorado
corporation, of which Mr. Rysavy is the majority shareholder; (c) 112,500
shares of Common Stock owned by Polly Source, Inc., a Colorado
corporation, of which Mr. Rysavy is the sole shareholder; (d) warrants to
purchase 562,500 shares of Common Stock for $4.89 per share which expire
on January 31, 1999; (e) options to purchase 1,125,000 shares of Common
Stock for $5.33 per share which expire onJune 13, 2006; and (f) options to
purchase 393,750 shares of Common Stock for $13.33 per share which expire
on June 30, 2007.
(8) Includes: (a) options to purchase 378,750 shares of Common Stock for $3.55
per share which expire on September 1, 2000; (b) options to purchase
787,500 shares of Common Stock for $5.33 per share which expire June 13,
2006; and (c) options to purchase 281,250 shares of Common Stock for
$13.33 per share which expire on August 29, 2007.
(9) Includes: (a) warrants to purchase 112,500 shares of Common Stock for
$1.78 per share which expire on February 28, 1998; (b) options to purchase
9,375 shares of Common Stock for $0.45 per share which expire on November
16, 1999; (c) options to purchase 50,976 shares of Common Stock for $4.89
per share which expire on February 1, 2001; (d) options to purchase
450,000 shares of Common Stock for $5.33 per share which expire on June
13, 2006; and (e) options to purchase 168,750 shares of Common Stock for
$13.33 per share which expire on August 29, 2007.
(10) Includes: (a) options to purchase 67,875 shares of Common Stock for
$13.33 per share which expire on August 29, 2002; and (b) options to
purchase 168,750 shares of Common Stock for $13.33 per share which expire
on August 29, 2007.
(11) Includes 26,315 shares of Common Stock owned by Ms. Hickey and 4,719
shares of Common Stock owned by the JHT 1994 Limited Partnership which
are deposited in a voting trust. Ms. Hickey is a General Partner of the
JHT 1994 Limited Partnership. Also includes shares of Common Stock owned
by the Sprout Entities (see note 6). Ms. Hickey is a director of the
Company and a general partner of several limited partnerships comprising,
in part, the Sprout Group. Ms. Hickey shares voting and investment power
with respect to the shares owned by the Sprout Group and may be deemed to
be the beneficial owner of such shares. Ms. Hickey disclaims beneficial
ownership as to the shares owned by the Sprout Entities. Does not include
shares of Common Stock held by employees of DLJ Securities Corporation
and its affiliates. DLJ Securities Corporation and its affiliates
disclaim beneficial ownership of all shares held directly or indirectly
by its employees.
(12) Includes: (a) 848,817 shares of Common Stock owned by the James P.
Argyropoulos Trust dated August 8, 1991; (b) 60,000 shares of Common
Stock owned by The James P. Argyropoulos IRA Account; (c) 20,200 shares
of Common Stock owned by Argyropoulos Investors, G.P.; and (d) 9,000
shares of Common Stock each owned by The Peter J. Argyropoulos Trust, The
Nicholas J. Argyropoulos Trust and The Alexander J. Argyropoulos Trust.
8
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jirka Rysavy.......... 43 Chairman of the Board and Chief Executive Officer
Robert L. King........ 46 President and Chief Operating Officer
Gary M. Jacobs........ 50 Executive Vice President and Secretary
Sam R. Leno........... 51 Executive Vice President and Chief Financial Officer
Joanne C. Farver...... 42 Vice President--Controller
Mark Hoffman.......... 44 President--North American Operations
Thomas E. Frank....... 58 President--International Operations
</TABLE>
The business backgrounds of Messrs. Rysavy and King are included under
"Proposal 1--Election of Directors."
Mr. Jacobs joined the Company in November 1992 as Executive Vice President
and Chief Financial Officer, and currently serves as Executive Vice President
and Secretary of the Company. Mr. Jacobs previously served the Company as a
director from August 1988 through September 1990. From 1990 to 1992, Mr.
Jacobs served as the Chief Executive Officer of Boulder Retail Finance
Corporation, an investment firm controlled by Mr. Jacobs. From 1978 through
mid-1990, he served as Executive Vice President of Capital Associates, Inc., a
public equipment leasing company. Mr. Jacobs also served as a director of
Capital Associates, Inc. from 1978 to 1991 and from 1994 to present. Prior to
joining Capital Associates, Inc., Mr. Jacobs served as a director of finance
for Storage Technology Corporation, a public company which manufactures
computer peripheral devices.
Mr. Leno joined the Company as Executive Vice President and Chief Financial
Officer in July 1995. From July 1994 until July 1995, Mr. Leno was the Chief
Financial Officer of Coram Healthcare. Prior thereto, for 23 years, Mr. Leno
served in various management positions with Baxter International, a
manufacturing and multinational distribution company, including Vice President
of Finance and Information Technology.
Ms. Farver joined the Company in August 1988 and has served as Vice
President--Controller of the Company since November 1991. Ms. Farver also
served as a director of the Company from July 1991 to February 1992 and as
Secretary of the Company from June 1990 to November 1991. Ms. Farver joined
Commercial Office Products as Controller in August 1985. From 1982 to 1985,
Ms. Farver held various financial management positions with NBI, Inc., a
computer company and the parent company of Commercial Office Products. Prior
to 1982, Ms. Farver spent three years as a Certified Public Accountant with
Touche Ross & Company.
Mr. Hoffman joined the Company as President--North American Office Product
Operations during April 1997. Mr. Hoffman previously served as President,
Chief Executive Officer and a director of APS Holdings, Inc. from August 1992
to March 1997. Mr. Hoffman was Vice President, Planning and Development at W.
W. Grainger, Inc., from April 1991 to July 1992. From 1987 to April 1991, he
was with TRW, Inc., a manufacturer of automotive parts and other products and
a provider of information system services, in various executive capacities,
including Vice President and General Manager of TRW, Inc.'s Asia Pacific
steering and suspension operations and Managing Director, TRW Products, Ltd.
Mr. Frank joined the Company as President--International Operations during
May 1997. Mr. Frank previously served as President and Chief Executive Officer
of Hickory Farms Incorporated from 1988 to 1996. From 1972 to 1986, he served
in various management positions with Kentucky Fried Chicken, including Senior
Vice President and Managing Director of KFC International leading the
operations in Great Britain, Continental Europe, South Africa and the Middle
East. From 1996 to 1997, Mr. Frank was a marketing professor at the University
of Michigan Graduate School of Business.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
Summary Compensation Table. The following table sets forth individual
compensation (cash and non-cash, plan and non-plan) paid to the Chief
Executive Officer and to certain other executive officers (other than the
Chief Executive Officer) of the Company (the "named executive officers") for
all services rendered in all capacities to the Company and its subsidiaries
for fiscal 1994, fiscal 1995 and fiscal 1996:
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION
----------------------------- ------------
NAME AND NUMBER OF ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) OPTIONS(#) COMPENSATION($)(3)
- ------------------ ---- --------- ----------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
Jirka Rysavy............ 1996 $275,000 -- -- --
Chairman of the Board
and 1995 256,732 $137,500 787,500 --
Chief Executive Officer 1994 212,630 $141,900 1,125,000 12,813
Robert L. King.......... 1996 $250,000 -- -- --
President and Chief 1995 235,775 $125,000 562,500 37,448
Operating Officer 1994 194,498 132,000 787,500 --
Gary M. Jacobs.......... 1996 $225,000 -- -- --
Executive Vice
President 1995 217,452 $112,500 337,500 --
and Secretary 1994 177,776 92,500 450,000 --
Sam Leno................ 1996 $225,000 -- -- --
Executive Vice
President 1995 129,807(4) $112,500 675,000 --
and Chief Financial
Officer
Clayton Trier........... 1996 $225,000 -- -- 7,800
Chief Executive 1995 $151,769(5) -- 285,000 --
Officer, U.S. Delivery
</TABLE>
- --------
(1) With respect to the Chief Executive Officer and each of the named
executive officers, the aggregate amount of perquisites and other personal
benefits, securities or property received was less than either $50,000 or
10% of the total annual salary and bonus reported.
(2) Bonuses for fiscal 1996 have not yet been determined but it is expected
that any bonus to the Chief Executive Officer and named executive officers
with respect to fiscal 1996 will be substantially less than the bonus
amount paid in the prior fiscal year.
(3) All other compensation includes taxable relocation, temporary housing and
other executive benefits.
(4) This amount represents Mr. Leno's salary from July 1995, when he joined
the Company, through the end of fiscal 1995.
(5) This amount represents Mr. Trier's salary paid by U.S. Delivery Systems,
Inc. ("U.S. Delivery") during fiscal 1995. Mr. Trier joined the Company
following the merger with U.S. Delivery on March 1, 1996.
Option Exercises and Option Values. The following table sets forth
information concerning stock options exercised by the Chief Executive Officer
and each of the named executive officers during fiscal 1996 and the number of
unexercised options and warrants at the end of fiscal 1996 and the value of
these options:
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED "IN-THE-MONEY" OPTIONS
OPTIONS AND WARRANTS AND WARRANTS AT
AT FISCAL YEAR END(1) FISCAL YEAR END(2)
------------------------- -------------------------
NUMBER OF
SHARES ACQUIRED VALUE
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jirka Rysavy............ -- -- 1,687,500 787,500 $23,948,438 $4,760,438
Robert L. King.......... 127,500 $2,776,950 1,166,250 562,500 $17,054,155 $6,070,781
Gary M. Jacobs.......... 20,625 $ 402,133 497,695 394,805 $ 9,007,201 $2,945,176
Sam Leno................ 16,500 $ 198,000 67,875 590,625 $ 410,304 $3,570,329
Clayton Trier........... 41,475 $ 871,929 253,953 -- $ 3,591,442 --
</TABLE>
10
<PAGE>
- --------
(1) The value realized represents the difference between the fair market value
on the date of exercise and the exercise price, multiplied by the
applicable number of options.
(2) Options or warrants are "in-the-money" if the fair market value of the
underlying securities exceeds the exercise price of the option or warrant.
The amounts set forth represent the difference between $19.375 per share,
the fair market value of the Company's Common Stock issuable upon exercise
of options or warrants at March 1, 1997, and the exercise price of the
option or warrant, multiplied by the applicable number of options or
warrants.
Summary of Option Grants. The following information summarizes the aggregate
number of options granted by the Company or assumed by the Company in
connection with acquisitions during fiscal 1996, net of forfeitures. Each
option is exercisable for one share of the Company's Common Stock, which stock
had a market value of $19.375 per share as of March 1, 1997. During fiscal
1996, no stock options were granted to the named executive officers.
1996 Outside Directors Plan: 75,000
1994 Plan:
1,659,511; none of which were
1994 Executive Plan: granted to the Chief Executive
United TransNet Assumed Plans: Officer and the named executive
officers
None
1996 Supplemental Plan:
276,111; none of which were granted
to the Chief Executive Officer and
the named executive officers
1,368,000; none of which were
granted to the Chief Executive
Officer and the named executive
officers
EMPLOYMENT CONTRACTS
Mr. King has an employment agreement with the Company pursuant to which he
serves as President and Chief Operating Officer, which agreement expires on
August 31, 1997 and is expected to be renewed. In addition to his base salary,
Mr. King is entitled to participate in all benefit and incentive plans
available to executive officers and to receive a bonus of up to 100% of his
base salary if the Company achieves certain financial performance targets. Mr.
King was also granted options to purchase 675,000 shares of Common Stock at an
exercise price of $3.55 per share, which options vest in four equal annual
installments beginning on September 1, 1994. If the employment agreement is
terminated other than for cause by the Company, upon the death or disability
of Mr. King or voluntarily by Mr. King following a breach of the agreement by
the Company, Mr. King will be entitled to receive salary, bonus and benefits
for twelve months following termination and one-third of any unvested stock
options granted to Mr. King will become exercisable.
Mr. Leno has an employment agreement with the Company, pursuant to which he
serves as Executive Vice President and Chief Financial Officer, which expires
on July 31, 1999. In addition to his base salary, Mr. Leno is entitled to
participate in all benefit and incentive plans available to executive officers
and to receive a bonus of up to 100% of his base salary if the Company
achieves certain financial performance targets. Mr. Leno also received options
to purchase 337,500 shares of Common Stock at an exercise price of $13.33 per
share, which options vest in four equal annual installments beginning on
August 1, 1996. Mr. Leno was granted options to purchase an additional 337,500
shares of Common Stock under the Executive Stock Option Plan on the same terms
as are granted to other executive officers. If the employment agreement is
terminated other than for cause by the Company, upon the death or disability
of Mr. Leno or voluntarily by Mr. Leno following a breach of the agreement by
the Company, Mr. Leno will be entitled to receive salary, bonus and benefits
for twelve months following termination.
Mr. Jacobs has an employment agreement with the Company pursuant to which he
serves as Executive Vice President and Secretary. The employment agreement
automatically renews for successive 180 day periods, unless
11
<PAGE>
either party provides notice to the other prior to the end of the then current
term. The current term of the employment agreement expires on November 16,
1997. In addition to his base salary, Mr. Jacobs is entitled to participate in
all benefit and incentive plans available to executive officers and to receive
a bonus of up to 100% of his base salary if the Company achieves certain
financial performance targets. If the agreement is terminated by the Company
other than for cause or upon the death or disability of Mr. Jacobs or
voluntarily by Mr. Jacobs, Mr. Jacobs is entitled to receive salary and
benefits for six months following termination.
Mr. Trier resigned from the Company's Board of Directors in January 1997.
Mr. Trier terminated his employment with the Company on April 23, 1997 and in
connection with such termination the Company paid Mr. Trier a lump sum payment
of $225,000 and will pay $112,500 per annum in bi-weekly payments through
April 23, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board established a Compensation Committee on August 24, 1993. During
fiscal 1996, the Compensation Committee was comprised of Ms. Hickey and Mr.
Siegel. None of the executive officers of the Company currently serves on the
compensation committee of another entity or on any other committee of the
board of directors of another entity performing similar functions. Members of
the Compensation Committee, or their affiliates, have entered into the
following transactions with the Company.
In connection with the several rounds of private equity financing of the
Company, certain entities comprising the Sprout Group purchased an aggregate
of 5,697,197 shares of Common Stock (some of which were originally issued as
preferred stock) for an aggregate purchase price of $16,397,293. Some of these
shares have subsequently been transferred to other entities within the Sprout
Group or sold. Ms. Hickey is a general partner of several limited partnerships
comprising, in part, the Sprout Group, and is a divisional Senior Vice
President of DLJ Capital Corporation. The Sprout Group is a division of DLJ
Capital Corporation. DLJ Capital Corporation and DLJ Securities Corporation
are each wholly-owned subsidiaries of Donaldson, Lufkin & Jenrette, Inc. DLJ
Securities Corporation was one of the Underwriters for the Company's initial
public offering. Sprout VI, Sprout Growth and DLJ Venture Capital Fund II,
L.P. are each limited partnerships associated with the Sprout Group and DLJ
Capital Management, a wholly-owned subsidiary of DLJ Capital Corporation,
submanages ML Venture's and Merrill Lynch Venture Capital Inc.'s investments
in the Company (collectively with DLJ Capital Corporation and DLJ Securities
Corporation, the "DLJ Affiliates"). As of the date hereof, the DLJ Affiliates
collectively owned approximately 1.1% of the issued and outstanding Common
Stock of the Company. DLJ Securities Corporation performed investment banking
and financial advisory services on behalf of the Company in connection with
the offering of the Company's 9 1/8% Senior Subordinated Notes due 2004, the
private equity financing in January 1994, the Hanson Acquisition, the
Company's initial public offering, and the Company's subsequent public
offerings of debt and equity securities for which it received customary fees.
In fiscal 1996, DLJ Securities Corporation received fees in the amount of
$1,099,370 for services performed in connection with the U.S. Delivery and
United TransNet, Inc. acquisitions, and customary fees in connection with the
Company's 4 1/2% Convertible Subordinated Debenture offering.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
consisted of Ms. Hickey and Mr. Siegel during fiscal 1996, each of whom is a
disinterested person under Rule 16b-3 under the Exchange Act. The Committee
sets compensation policies applicable to executive officers, has the authority
to approve salaries and bonuses and other compensation matters for these
executive officers and administers the Company's various stock option and
stock purchase plans.
EXECUTIVE COMPENSATION PHILOSOPHY
The Company's executive compensation policy is designed with the goals of
ensuring that an appropriate relationship exists between executive pay and
corporate performance, while at the same time motivating and
12
<PAGE>
retaining highly qualified executive officers, and providing total
compensation that is competitive with companies in comparable industries or
other companies of comparable growth and performance. The Company's policies
emphasize compensation through long-term equity participation.
EXECUTIVE COMPENSATION COMPONENTS
The key components of the Company's compensation program are base salary,
annual incentive bonus awards and equity participation in the form of stock
options and warrants. Executive officers are also entitled to customary
benefits generally available to all employees of the Company, including group
medical, dental and life insurance and 401(k) and employee stock purchase
plans.
Annual Cash Compensation. The named executive officers received salary
increases for fiscal 1995 which were approved in July and August of 1995. The
Compensation Committee did not review or modify the annual cash compensation
for the named executive officers during the 1996 fiscal year.
Stock Options. The Company did not review stock option grants for the named
executive officers during fiscal 1996 and no options were granted.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Rysavy received a base salary of $275,000 in fiscal 1996, which salary
was approved in August 1995. Mr. Rysavy's salary was not reviewed by the
Compensation Committee during fiscal 1996, but shall be reviewed during the
1997 fiscal year.
FUTURE EXECUTIVE OFFICER COMPENSATION
During fiscal 1994, William M. Mercer, Incorporated, a national compensation
consulting firm, prepared an analysis of the cash compensation practices of a
group of comparable companies extracted from compensation data banks, surveys
and recent proxy statements. The companies surveyed included companies from
the office products industry (Office Depot, Staples and OfficeMax) and other
selected high-growth or acquisition-oriented retailers and health care
companies, general industry fast-growth companies and companies with market
capitalization or sales comparable to the Company. After examination of the
survey data, the Committee determined that the cash compensation portion of
the Company's executive compensation program is generally somewhat less than
the amounts paid by comparable companies, but that the Company's total
compensation arrangements are generally satisfactory. The Committee intends to
continue to emphasize stock options and other forms of long-term compensation,
and to periodically review all forms of executive compensation to ensure that
the Company can attract and retain key executives. Management has advised the
Committee of its desire to continue to have a substantial portion of executive
compensation directly tied to corporate performance.
The Company has adopted an incentive plan for its executive officers and
other management employees. The incentive plan provides for annual cash
bonuses based upon the performance by the Company of specified financial
objectives. Financial objectives and target awards for the Chief Executive
Officer and the named executive officers are determined by the Committee. For
the Company's Chief Executive Officer, Chief Operating Officer and Executive
Vice Presidents, the objectives for fiscal 1997 are based on the Company's
earnings per share and individual performance. Target awards for these
executives are not yet firmly established for fiscal 1997, but are expected to
be 50% of base salary if financial objectives are met and not less than 100%
of base salary if financial objectives are exceeded by specified percentages
and the individual objectives are met.
In addition, the Company anticipates that it will continue to hire, appoint
or otherwise change senior managers and other key executives as it continues
to grow. Executive compensation and compensation policies may change as the
Company continues to grow and as management changes are implemented.
13
<PAGE>
TAX CONSIDERATIONS
Amendments to the Code enacted in 1993 generally limit the tax deductibility
of compensation paid by a public company to its chief executive officer and
four other most highly compensated executive officers to $1 million unless the
executive compensation is awarded under a performance-based plan approved by
the shareholders of the company. Although the Committee believes that tax
deductibility is of value to the Company, it has decided not to submit its
incentive plan for shareholder approval at this time because annual cash
incentive compensation for any executive officer is unlikely to exceed $1
million in the near future. The Committee may decide to submit the incentive
plan for shareholder approval if cash incentive compensation is likely to
exceed $1 million. The Executive Stock Option Plan was submitted to and
approved by the shareholders in August 1994, and complies with the
performance-based requirements of the new tax laws.
Compensation Committee
Janet A. Hickey
Mo Siegel
This report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act") or under the Exchange Act, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under the Securities Act and the Exchange Act and
shall not be deemed to be soliciting material.
14
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in cumulative total
shareholder return on the Common Stock since September 23, 1994, the date the
Company's shares began trading on the Nasdaq National Market, with the
cumulative total return on the S & P 500 Index and the S & P Retail Stores
Common Stock Composite Index over the same period. The comparison assumes $100
was invested on September 23, 1994 in the Common Stock and in each of the
indices and assumes reinvestment of dividends, if any, since that date. The
Company has not paid cash dividends on the Common Stock. Historic stock price
is not indicative of future stock price performance.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------
9/23/94 2/24/95 3/2/96 3/1/97
------- ------- ------- -------
<S> <C> <C> <C> <C>
Corporate Express Inc. $ 100 $ 156 $ 296 $ 264
S & P 500 $ 100 $ 104 $ 140 $ 177
S & P Retail Stores Common Stock $ 100 $ 95 $ 104 $ 129
Composite Index
</TABLE>
- -------------
(1)Assumes $100 investment on September 23, 1994.
This Stock Performance Graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act or under the Exchange Act, except to the extent
that the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under the Securities Act or the Exchange
Act and are not to be deemed to be soliciting material.
15
<PAGE>
AUDITORS
A representative of Coopers & Lybrand L.L.P., the Company's auditors for the
1996 fiscal year, is expected to be present at the Annual Meeting and will
have the opportunity to make a statement and will be available to respond to
appropriate questions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors, officers
(including a person performing a principal policy-making function) and persons
who own more than 10% of a registered class of the Company's equity securities
("10% Holders") to file with the Securities and Exchange Commission ("SEC")
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Directors, officers and 10%
Holders are required by SEC regulations to furnish the Company with copies of
all of the Section 16(a) reports they file. Based solely upon a review of the
copies of the forms furnished to the Company and the representations made by
the reporting persons to the Company, the Company believes that during fiscal
1996 its directors, officers and 10% Holders complied with all filing
requirements under Section 16(a) of the Exchange Act.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals on matters appropriate for shareholder
action at the Company's annual meetings consistent with regulations adopted by
the SEC. For shareholder proposals to be considered for inclusion in the proxy
statement and form of proxy relating to the 1998 Annual Meeting of
Shareholders, they must be received by the Company not later than February 24,
1998. Such proposals should be addressed to the Company at One Environmental
Way, Broomfield, Colorado 80021, Attention: General Counsel.
OTHER MATTERS
Management does not intend to present, and has no information as of the date
of preparation of this Proxy Statement that others will present, any business
at the Annual Meeting other than business pertaining to matters required to be
set forth in the Notice of Annual Meeting and Proxy Statement. However, if
other matters requiring the vote of the shareholders properly come before the
Annual Meeting, it is the intention of the persons named in the enclosed proxy
to vote the proxies held by them in accordance with their best judgment on
such matters.
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY, REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
16
<PAGE>
CORPORATE EXPRESS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
JULY 17, 1997
The undersigned shareholder(s) of Corporate Express, Inc., a Colorado
corporation (the "Company"), revoking all previous proxies, hereby appoints
Gary M. Jacobs and Robert L. King, and each of them acting individually, as
the attorneys and proxies of the undersigned, with full power of substitution,
to cast all votes for all shares of Common Stock of the Company which the
undersigned would be entitled to cast if personally present at the Annual
Meeting of Shareholders of the Company, to be held at the Boulderado Hotel,
2115 13th Street, Boulder, Colorado, on Thursday, July 17, 1997 at 9:00 a.m.
(local time), and any and all adjournments or postponements thereof. Said
proxies are authorized and directed to vote as indicated with respect to the
following matters:
(CONTINUED ON THE OTHER SIDE)
<PAGE>
Please mark
[X] your votes
as this
1. ELECTION OF DIRECTORS:
Jirka Rysavy FOR all WITHHOLD
Janet A. Hickey nominees AUTHORITY
Robert L. King listed to vote
Mo Siegel (except as for all
James P. Argyropoulos marked to nominees
the contrary) listed
Shareholders may withhold authority to vote [_] [_]
for any individual nominee by striking a
line through the above nominee's name.
FOR AGAINST ABSTAIN
2. To approve an amendment to the Corporate [_] [_] [_]
Express, Inc. 1994 Stock Option and
Incentive Plan to increase the number of
shares authorized for grant from 9,562,500
to 13,562,500.
3. To transact such other business which
may properly come before the 1997 Annual
Meeting of Shareholders and any and all
adjournments or postponements thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES FOR DIRECTORS AND THE OTHER PROPOSAL SET FORTH ABOVE. THIS
PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY
OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE 1997 ANNUAL MEETING OF
++++ SHAREHOLDERS AND ANY AND ALL ADJOURNMENTS OR POSTPONEMENTS THEREOF.
+
+ THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS, PROXY STATEMENT AND ANNUAL REPORT OF CORPORATE
EXPRESS, INC.
Signature(s) ___________________________ Dated: ________________________ , 1997
NOTE: Please sign this Proxy exactly as the name(s) appear hereon. When
signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title as such. Proxies executed in the name of a corporation
should be signed on behalf of the corporation by a duly authorized officer.
When shares are owned in the name of two or more persons, all persons should
sign.
PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE PAID ENVELOPE.
