<PAGE>
As filed with the Securities and Exchange Commission on September 25, 1996
REGISTRATION NO. 333-_____
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
U.S. OFFICE PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 52-1906050
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1440 NEW YORK AVENUE, N.W., SUITE 310
WASHINGTON, D.C. 20005
(202) 628-9500
(Address, including zip code, of Principal Executive Offices)
------------
U.S. OFFICE PRODUCTS COMPANY 1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full title of the Plan)
------------
JONATHAN J. LEDECKY
CHAIRMAN OF THE BOARD
U.S. OFFICE PRODUCTS COMPANY
1440 NEW YORK AVENUE, N.W., SUITE 310
WASHINGTON, D.C. 20005
(202) 628-9500
(Name and address, including and telephone number, of agent for service)
COPIES TO:
LINDA L. GRIGGS, ESQ. MARK D. DIRECTOR, ESQ.
MORGAN, LEWIS & BOCKIUS LLP EXECUTIVE VICE PRESIDENT,
1800 M STREET, N.W. GENERAL COUNSEL & SECRETARY
WASHINGTON. D.C. 20036-5869 U.S. OFFICE PRODUCTS COMPANY
(202) 467-7000 1440 NEW YORK AVENUE, N.W., SUITE 310
WASHINGTON, D.C. 20005
(202) 628-9500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price per Share aggregate offering price registration fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.001 per
share ............. 750,000 $33.635 $25,218,750 $8,696.00
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a
result of stock splits, stock dividends, or similar transactions in
accordance with anti-dilution provisions of the U.S. Office Products
Company 1996 Non-Employee Directors' Stock Plan.
(2) Calculated pursuant to Rule 457(c) and (h), based upon the average of the
reported high and low sales prices for the Common Stock as reported on the
Nasdaq National Market for September 19, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
introductory Note to Part I of Form S-8.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by U.S. Office Products Company, a Delaware corporation
(the "Company"), are incorporated herein by reference:
(a) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 27, 1996;
(b) The Company's Current Reports on Form 8-K dated September 23, 1996,
August 20, 1996, July 26, 1996 (as amended), July 23, 1996, July 16,
1996, and May 2, 1996 (as amended);
(c) The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1996; and
(d) The description of the Company's Common Stock, par value $0.001 per
share (the "Common Stock"), under the caption "Description of
Registrant's Securities to be Registered" in the Company's Amendment
No. 1 to Registration Statement on Form 8-A, dated February 13, 1995,
and the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 27, 1996 disclosing, among other things, an amendment to
the Company's Amended and Restated Certificate of Incorporation.
In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.
Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated By-laws provide that the Company
shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, permits a corporation, under specified circumstances, to indemnify
its directors, officers, employees or agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlements actually
and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties by reason of the fact that they were or
are directors, officers, employees or agents of the corporation, if such
directors, officers, employees or agents acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In an action by or in the
right of the corporation, indemnification may be made only for expenses
actually and reasonably incurred by directors, officers, employees or agents
in connection with the defense or settlement of an action or suit, and only
with respect to a matter as to which they shall have acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and
only to the extent that the court in which the action or suit was brought
shall determine upon application that the defendant directors, officers,
employees or agents are fairly and reasonably entitled to indemnify for such
expenses despite such adjudication of liability.
Article Seven of the Company's Amended and Restated Certificate of
Incorporation provides that the Company's directors will not be personally
liable to the Company or its stockholders for monetary damages resulting from
breaches of their fiduciary duty as directors except (a) for any breach of
the duty of loyalty to the Company or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the General Corporation
Law of the State of Delaware, as amended, which makes directors liable for
unlawful dividends or unlawful stock repurchases or redemptions or (d) for
transactions from which directors derive improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Description
- ------- ------------
4.1 Amended and Restated Certificate of Incorporation of the
Company (Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 27, 1996 and
filed with the Commission on September 10, 1996 is hereby
incorporated by reference)
4.2 Amended and Restated By-laws of the Company (Exhibit 3.2
to the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1996 and filed with
the Commission on July 16, 1996 is hereby incorporated by
reference)
4.3 Form of certificate evidencing ownership of Common Stock
of the Company (Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (File No. 33-88096), filed December
30, 1994, is hereby incorporated by reference)
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Price Waterhouse LLP
II-2
<PAGE>
23.2 Consent of Ernst & Young LLP
23.3 Consent of Swink, Fiehler & Hoffman, P.C.
23.4 Consent of Shinners, Hucovski & Company
23.5 Consent of BDO Seidman LLP
23.6 Consent of Thorne Little
23.7 Consent of Ehrhardt Keefe Steiner & Hottman PC
23.8 Consent of Joel S. Baum P.A.
23.9 Consent of Hamilton & Associates, Inc.
23.10 Consent of Petherbridge, Davis & Company, P.A.
23.11 Consent of Deloitte Touche Tohmatsu
23.12(a) Consent of Day Nielson
23.12(b) Consent of Day Neilson
23.12(c) Consent of Day Neilson
23.12(d) Consent of Day Neilson
23.13 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages hereof)
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) any deviation
from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) of the Securities Act if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in the Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
II-3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Washington, District of Columbia, on September 25,
1996.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Jonathan J. Ledecky
-------------------------
Name: Jonathan J. Ledecky
Title: Chief Executive Officer
Each person whose signature appears below hereby appoints Jonathan J.
Ledecky and Mark D. Director, and both of them, either of whom may act without
the joinder of the other, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and any
registration statements for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to perform each and
every act and thing appropriate or necessary to be done, as full and for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------ --------------------------- -----
<S> <C> <C>
/s/ Jonathan J. Ledecky Chairman of the Board and Chief Executive September 25, 1996
- ------------------------ Officer (Principal Executive Officer)
Jonathan J. Ledecky
/s/ Donald H. Platt Chief Financial Officer (Principal Financial September 25, 1996
- ------------------------ Officer and Principal Accounting Officer)
Donald H. Platt
/s/ Timothy J. Flynn Director September 25, 1996
- ------------------------
Timothy J. Flynn
/s/ Thomas J. Reaser Director September 25, 1996
- ------------------------
Thomas J. Reaser
/s/ John K. Burgess Director September 25, 1996
- ------------------------
John K. Burgess
/s/ Jack L. Becker, Jr. Director September 25, 1996
- ------------------------
Jack L. Becker, Jr.
/s/ Clifton B. Phillips Director September 25, 1996
- -------------------------
Clifton B. Phillips
/s/ Milton H. Kuyers Director September 25, 1996
- -------------------------
Milton H. Kuyers
II-5
<PAGE>
/s/ Allon H. Lefever Director September 25, 1996
- -------------------------
Allon H. Lefever
/s/ Edward J. Mathias Director September 25, 1996
- -------------------------
Edward J. Mathias
/s/ John A. Quelch Director September 25, 1996
- -------------------------
John A. Quelch
/s/ David C. Gezon Director September 25, 1996
- -------------------------
David C. Gezon
/s/ David C. Copenhaver Director September 25, 1996
- -------------------------
David C. Copenhaver
/s/ Mark A. Sorgenfrei Director September 25, 1996
- -------------------------
Mark A. Sorgenfrei
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- ------------
4.1 Amended and Restated Certificate of Incorporation of the
Company (Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 27, 1996 and
filed with the Commission on September 10, 1996 is hereby
incorporated by reference.
4.2 Amended and Restated By-laws of the Company (Exhibit 3.2
to the Company's Annual Report on Form 10-K for the
fiscal year quarter ended April 30, 1996 and filed with
the Commission on July 16, 1996 is hereby incorporated by
reference.
4.3 Form of certificate evidencing ownership of Common Stock
of the Company (Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (File No. 33-88096), filed December
30, 1994, is hereby incorporated by reference.
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Swink, Fiehler & Hoffman, P.C.
23.4 Consent of Shinners, Hucovski & Company
23.5 Consent of BDO Seidman LLP
23.6 Consent of Thorne Little
23.7 Consent of Ehrhardt Keefe Steiner & Hottman PC
23.8 Consent of Joel S. Baum P.A.
23.9 Consent of Hamilton & Associates, Inc.
23.10 Consent of Petherbridge, Davis & Company, P.A.
23.11 Consent of Deloitte Touche Tohmatsu
23.12(a) Consent of Day Nielson
23.12(b) Consent of Day Neilson
23.12(c) Cosnent of Day Neilson
23.12(d) Consent of Day Neilson
23.13 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages hereof)
II-7
<PAGE>
September 25, 1996
U.S. Office Products Company
1440 New York Avenue, Suite 310
Washington, D.C. 20005
Re: Registration Statement on Form S-8: U.S. Office Products Company 1996
Non-Employee Directors' Stock Plan
----------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to U.S. Office Products Company, a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8, including the exhibits thereto (the
"Registration Statement"), to be filed under the Securities Act of 1933, as
amended (the "Act"), for the registration of 750,000 shares (the "Shares") of
Common Stock, par value $.001 per share, to be offered and sold pursuant to the
U.S. Office Products Company 1996 Non-Employee Directors' Stock Plan (the
"Plan").
In connection with this opinion, we have examined the Registration Statement,
the Amended and Restated Certificate of Incorporation and the Amended and
Restated By-laws of the Company, certain of the Company's corporate
proceedings as reflected in its minute books, and such other records as we
have deemed relevant. In our examinations, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity with the originals of all documents submitted
to us as copies. In addition, we have made such other examinations of law and
fact as we have deemed appropriate in order to form a basis for the opinion
hereinafter expressed.
With respect to the issuance of any Shares, we have assumed that the Shares
will be issued, and the certificates evidencing the same will be duly
delivered, in accordance with the terms of the Plan and against receipt of
the consideration stipulated therefor which will be no less than the par
value of the Shares.
<PAGE>
U.S. Office Products Company
September 25, 1996
Page 2
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the forgoing
assumptions, will be validly issued, fully paid and non-assessable.
The opinion set forth above is limited to the Delaware General Corporation
Law, as amended.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this opinion and consent, we do not admit that we are
acting within the category of persons whose consent is required under Section
7 of the Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of U.S. Office Products Company of our reports as of the
dates and related financial statements of the companies listed below which
appear in the Current Reports on Form 8-K dated July 16, 1996 and September 23,
1996 of U.S. Office Products Company.
Company Date
------- ----
U.S. Office Products Company May 31, 1996, except as
to the third paragraph of
Note 3, which is as of July
27, 1996 and Note 15 which
is as of July 10, 1996
Raleigh Office Supply Company, Inc. March 8, 1996
Emmons-Napp Office Products, Inc.-
Commercial Division May 15 , 1996
The Office Furniture Store, Inc. August 16, 1996
David's Office Supply July 10, 1996
Carolina Office and Equipment Company July 10, 1996
Mark's Office Furniture June 25, 1996
McWhorter Stationery Company, Inc. July 12, 1996
WBT Holdings, Inc. dba Office
Furniture Distributors July 1, 1996
Mile High Office Supply Company, Inc. July 27, 1996
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
September 26, 1996
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
February 2, 1996, relating to the financial statements of School Specialty,
Inc., which appear in the Current Report on Form 8-K, dated September 23, 1996
of U.S. Office Products Company.
Milwaukee, Wisconsin /s/ Ernst & Young LLP
September 26, 1996 ERNST & YOUNG LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
June 26, 1996, relating to the financial statements of American Loose
Leaf/Business Products, Inc., which appear in the Current Reports on Form 8-K,
dated July 16, 1996 and September 23, 1996 of U.S. Office Products Company.
St. Louis, Missouri
September 23, 1996 /s/ Swink Fiehler & Hoffman
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
July 3, 1996, relating to the financial statements of New Office Plus, Inc.,
which appear in the Current Report on Form 8-K, dated July 16, 1996, of U.S.
Office Products Company. We also consent to the reference to us under the
caption "Experts" in the Registration Statement.
Shinners, Hucovski and Company, S.C.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
February 8, 1996, relating to the financial statements of Re-Print Corporation,
which is included in the Current Report on Form 8-K, dated July 16, 1996 of U.S.
Office Products Company.
We also consent to the reference to us under the Capiton "Experts" in the
Registration Statement.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
September 26, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
July 5, 1996, relating to the financial statements of Arbuckle Foods, Inc.,
which appear in this Current Report on Form 8-K, dated July 16, 1996, of U.S.
Office Products Company.
/s/ Thorne Little
THORNE LITTLE, Chartered Accountants
Abbotsford, B.C., Canada
September 25, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
July 3, 1996, relating to the financial statements of Pear Commercial Interiors,
Inc. And Subsidiary, which appear in the Current Reports on Form 8-K, dated
July 16, 1996 and September 23, 1996 of U.S. Office Products Company.
/s/ Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
September 24, 1996
Denver, Colorado
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
June 7, 1996, relating to the financial statements of Prudential of Florida,
Inc., which appear in the Current Report on Form 8-K, dated July 16, 1996 of
U.S. Office Products Company.
/s/ Joel Baum
September 26, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated July
12, 1996, relating to the balance sheet of Thompson Book and Supply Company,
which appear in the Current Report on Form 8-K, dated July 16, 1996 of U.S.
Office Products Company.
/s/ Hamilton & Associates, Inc.
September 26, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
November 10, 1995, except for Notes 10 and 11 which the date is July 11,
1996, relating to the financial statements of International Interiors, Inc.,
which appear in the Current Reports on Form 8-K, dated July 16, 1996 and
September 23, 1996 of U.S. Office Products Company. We also consent to the
reference to us under the caption "Experts" in the Registration Statement.
/s/ Petherbridge, Davis & Company, P.A.
Petherbridge, Davis & Company, P.A.
September 25, 1996
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of U.S. Office Products Company of our reports dated 7
September 1995 and 16 September 1994, relating to the financial statements of
Whitcoulls Group Limited, which appear in the Current Report on Form 8-K, dated
July 26, 1996 of U.S. Office Products Company.
/s/ Deloitte Touche Tohmatsu
DELOITTE TOUCHE TOHMATSU
September 1996
Auckland, New Zealand
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
23 September 1996, relating to the financial statements of Perth Stationery
Supplies Pty Ltd, which appear in this Current Report on Form 8-K dated
23 September 1996 of U.S. Office Products Company. We also consent to the
reference to us under the caption "Experts" in the Registration Statement.
Yours sincerely,
Partner
Day Nielson
Chartered Accountants
Geelong, Australia
23 September 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
23 September 1996, relating to the financial statements of Ausdoc Office Pty
Ltd, which appear in this Current Report on Form 8-K dated 23 September 1996
of U.S. Office Products Company. We also consent to the reference to us
under the caption "Experts" in the Registration Statement.
Yours sincerely,
Partner
Day Nielson
Chartered Accountants
Geelong, Australia
23 September 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
23 September 1996, relating to the financial statements of Canberra Wholesale
Stationers Pty Ltd. which appear in this Current Report on Form 8-K dated 23
September 1996 of U.S. Office Products Company. We also consent to the
reference to us under the caption "Experts" in the Registration Statement.
Yours sincerely,
Partner
Day Nielson
Chartered Accountants
Geelong, Australia
23 September 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of U.S. Office Products Company of our report dated
23 September 1996, relating to the financial statements of H&P Stationery Pty
Ltd, which appear in this Current Report on Form 8-K dated 23 September 1996
of U.S. Office Products Company. We also consent to the reference to us
under the caption "Experts" in the Registration Statement.
Yours sincerely,
Partner
Day Nielson
Chartered Accountants
Geelong, Australia
23 September 1996
