<PAGE>
File No. 333-12451
Rule 424(b)(3)
PROSPECTUS SUPPLEMENT NO. 1
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 (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>
Farvane Limited......... $ 66,000 * 1,980
Highbridge Capital
Corporation............ 3,195,000 * 95,860
Lehman Brothers Inc. ... 3,500,000 1.1% 105,010
Montgomery
Securities(3).......... 125,000 * 3,750
Morgan Stanley & Co.
Incorporated........... 6,815,000 2.0 204,470
Reliant Trading......... 15,000,000 4.6 450,045
Reserve Convertible
Securities Fund........ 375,000 * 11,251
Shepherd Investments
International, Ltd. ... 15,000,000 4.6 450,045
The Catalyst Fund
(Bermuda) L.P.......... 25,000 * 750
Toronto Dominion (NY)
Inc. .................. 14,200,000 4.4 426,043
Tour Societe Generale
Bonafide Arbitrage..... 2,250,000 * 67,507
</TABLE>
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* Less than 1.0%.
(1) The information set forth herein is as of February 12, 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) Montgomery Securities served as one of the Managers for the private
placement of the Notes and served as a financial advisor to the Company
and as an underwriter in prior public offerings of the Company's
securities.
The line items "Alex. Brown & Sons Incorporated(3) . . . . . $2,475,000, *,
49,500", "Fleet Maritime Inc. (Catalyst) . . . . . 236,000, *, 4,720",
"GMG/Seneca Opportunity Catalyst . . . . . 269,000, *, 5,380", "Robertson,
Stephens & Co., Inc., L.L.P. . . . . . 390,000, *, 7,800" and "The Catalyst
Fund, L.P. . . . . 622,000, *, 12,440" contained in the table set forth in the
Prospectus under the caption "Selling Securityholders" shall be deleted in
their entirety and replaced with the following:
<TABLE>
<S> <C> <C> <C>
Alex. Brown & Sons Incorporated(3)................ $4,594,000 1.4% 137,834(8)
Fleet Maritime Inc. (Catalyst).................... 341,000 * 10,231(8)
GMG/Seneca Opportunity Fund, L.P. (Catalyst)...... 466,000 * 13,981(8)
Robertson Stephens & Co., LLP..................... 1,390,000 * 41,704(8)
The Catalyst Fund, L.P............................ 629,000 18,872(8)
</TABLE>
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(8) 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.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 21, 1997
