<PAGE>
As filed with the Securities and Exchange Commission on January 23, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
Corporate Express, Inc.
-----------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Colorado 84-0978360
- --------------------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
1 Environmental Way
Broomfield, Colorado 80021-3416
- --------------------------------------------- -------------------
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Non-Qualified Stock Option Agreement for Former Optionholder of Data Documents
------------------------------------------------------------------------------
Holdings, Inc.
--------------
(FULL TITLE OF THE PLAN)
Jirka Rysavy
Chief Executive Officer
Corporate Express, Inc.
1 Environmental Way
Broomfield, Colorado 80021-3416
-------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(303) 664-2000
--------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with a copy to:
Rhonda R. Cohen, Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.0002
per share 182,397(2) $8.09 $1,475,592 $435.30
- ---------------------------------------------------------------------------
</TABLE>
(1) Calculated in accordance with Rule 457(c) and (h), on the basis of the
average of the high and low prices of Corporate Express, Inc. Common Stock
on January 15, 1998, as reported on the Nasdaq National Market.
(2) Such number represents additional shares of Common Stock initially issuable
upon exercise of options granted under the Non-Qualified Stock Option
Agreement for Former Optionholder of Data Documents Holdings, Inc.
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall also cover such indeterminate number of shares
of Common Stock as may be issued thereunder from time to time by reason of
adjustments to prevent dilution resulting from stock splits, stock
dividends and similar transactions as described in the Non-Qualified Stock
Option Agreement for Former Optionholder of Data Documents Holdings, Inc.
<PAGE>
Part I and Items 3-7 and 9 of Part II of Corporate Express, Inc.'s
Registration Statement on Form S-8 (File No. 333-43193) are incorporated by
reference herein pursuant to Instruction E of Form S-8.
ITEM 8. EXHIBITS.
--------
4.1 Specimen copy of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Registration Statement on Form
S-1, Reg. No. 33-81924)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in
Exhibit 5.1)
24.1 Power of Attorney (previously filed)
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Broomfield, State of Colorado on January 23, 1998.
CORPORATE EXPRESS, INC.
By /s/ Jirka Rysavy
-------------------------------------
Jirka Rysavy, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Jirka Rysavy Chairman of the Board January 23, 1998
- -------------------- and Chief Executive
Jirka Rysavy Officer (Principal
executive officer)
/s/ Robert L. King President, Chief January 23, 1998
- -------------------- Operating Officer and
Robert L. King Director
/s/Sam R. Leno Executive Vice January 23, 1998
- -------------------- President
Sam R. Leno and Chief Financial
Officer (Principal
financial officer)
2
<PAGE>
/s/ Joanne C. Farver Vice President and January 23, 1998
- ---------------------- Controller (Principal
Joanne C. Farver accounting officer)
* Director January 23, 1998
- -----------------------
Janet A. Hickey
* Director January 23, 1998
- -----------------------
James P. Argyropoulos
* Director January 23, 1998
- -----------------------
Mo Siegel
*By:/s/Gary M. Jacobs
-------------------
Gary M. Jacobs
Attorney-in-Fact
3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
4.1 Specimen copy of Common Stock Certificate (incorporated
by reference to Exhibit 4.1 to Registration Statement on
Form S-1, Reg. No. 33-81924)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(contained in Exhibit 5.1)
24.1 Power of Attorney (previously filed)
<PAGE>
EXHIBIT 5.1
[Ballard Spahr Andrews & Ingersoll Letterhead Appears Here]
January 23, 1998
Corporate Express, Inc.
1 Environmental Way
Broomfield, CO 80021
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as special counsel to Corporate Express, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of an additional 182,397 shares of common stock of the Company, par
value $.0002 per share (the "Shares"), issuable upon the exercise of options
granted under the Non-Qualified Stock Option Agreement for Former Optionholder
of Data Documents Holdings, Inc.
In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. In
giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the Shares, when
issued upon the exercise of options granted under the Non-Qualified Stock
Option Agreement for Former Optionholder of Data Documents Holdings, Inc., in
accordance with the terms thereof, will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
Ballard Spahr Andrews & Ingersoll
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Corporate Express, Inc. on Form S-8 (the "Registration Statement") of our report
dated April 18, 1997 on our audits of the consolidated financial statements and
financial statement schedule of Corporate Express, Inc. as of March 1, 1997 and
March 2, 1996, and for the years ended March 1, 1997, March 2, 1996 and February
25, 1995.
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
January 22, 1998
