<PAGE>
As filed with the Securities and Exchange Commission on April 4, 1997
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)
_____________
1025 Thomas Jefferson Street, N.W., Suite 600E
Washington, D.C. 20007
(202) 339-6700
(Address, including zip code, of principal executive offices)
______________
U.S. OFFICE PRODUCTS COMPANY AMENDED AND RESTATED
1994 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
and
U.S. OFFICE PRODUCTS COMPANY AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
_____________
Jonathan J. Ledecky
Chairman of the Board
U.S. Office Products Company
1025 Thomas Jefferson Street, N.W., Suite 600E
Washington, D.C. 20007
(202) 339-6700
(Name, address, and telephone number,
including area code, of agent for service)
_____________
Copies to:
Linda L. Griggs, Esq. Mark D. Director, Esq.
Morgan, Lewis & Bockius LLP Executive Vice President & General Counsel
1800 M Street, N.W. U.S. Office Products Company
Washington, D.C. 20036 1025 Thomas Jefferson Street, N.W., Suite 600E
(202) 467-7000 Washington, D.C. 20007
(202) 339-6700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of securities to Amount to be offering aggregate offering Amount of
be registered registered (1) price per Share price registration fee
Common Stock, par value $0.001 per share 10,500,000 shares 21.8125 $229,031,250 $69,403.41
</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 Amended and Restated 1994
Long-Term Incentive Plan and the Amended and Restated Employee Stock Purchase
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 April 2, 1997.
EXPLANATORY NOTE
This Registration Statement registers the offer and sale of an
aggregate of 10,500,000 shares, of which 500,000 shares are registered for the
offer and sale under the Amended and Restated Employee Stock Purchase Plan and
10,000,000 shares for the offer and sale under the Amended and Restated 1994
Long-Term Incentive Plan.
<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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
(a) The Company's 1996 Annual Report to the Stockholders for the year
ended April 30, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended January 25, 1997 (filed with the Commission on March 11, 1997),
October 26, 1996 (filed with the Commission on December 11, 1996) and
July 27, 1996 (filed with the Commission on September 10, 1996);
(c) The Company's Current Reports on Form 8-K dated January 29, 1997,
January 9, 1997, October 25, 1996 (as amended), September 23, 1996,
August 20, 1996, July 26, 1996 (as amended), July 23, 1996, July 16,
1996 and May 2, 1996 (as amended);
(d) The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1996 filed with the Commission on July 16, 1996; and
(e) 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 interim period
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
<PAGE>
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.
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 Eight 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,
<PAGE>
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 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(a) Consent of KPMG Peat Marwick, LLP
23.3(b) Consent of KPMG
23.3(c) Consent of KPMG
23.4 Consent of Swink, Fiehler & Hoffman, P.C.
23.5 Consent of Shinners, Hucovski & Company
23.6 Consent of BDO Seidman LLP
23.7 Consent of Thorne Little
23.8 Consent of Ehrhardt Keefe Steiner & Hottman PC
23.9 Consent of Ernst & Young
<PAGE>
23.10 Consent of Baum & Company, P.A.
23.11 Consent of Hamilton & Associates
23.12 Consent of Petheridge, Davis & Company, P.A.
23.13 Consent of Deloitte Touche Tohmatsu
23.14 Consent of Day Neilson
23.15 Consent of Day Neilson
23.16 Consent of Day Neilson
23.17 Consent of Day Neilson
23.18 Consent of Rubin, Koehmstedt & Nadler, PLC
23.19 Consent of Parent, McLaughlin & Nangle
23.20 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
<PAGE>
"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.
(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.
<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 March 31, 1997.
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 filed pursuant to General Instruction E to Form S-8,
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.
Signature Capacity In Which Signed Date
- --------- ------------------------ ----
/s/ Jonathan J. Ledecky Chairman of the Board and March 31, 1997
- ------------------------
Jonathan J. Ledecky Chief Executive Officer
(Principal Executive Officer)
/s/ Donald H. Platt Chief Financial Officer March 31, 1997
- ------------------------
Donald H. Platt (Principal Financial Officer and
Principal Accounting Officer)
/s/ Timothy J. Flynn Director March 31, 1997
- ------------------------
Timothy J. Flynn
/s/ John K. Burgess Director March 31, 1997
- ------------------------
John K. Burgess
/s/ Jack L. Becker, Jr. Director March 31, 1997
- ------------------------
Jack L. Becker, Jr.
Director March __, 1997
- ------------------------
Clifton B. Phillips
Director March __, 1997
- ------------------------
Milton H. Kuyers
/s/ Allon H. Lefever Director March 31, 1997
- ------------------------
Allon H. Lefever
/s/ Edward J. Mathias Director March 31, 1997
- ------------------------
Edward J. Mathias
/s/ John A. Quelch Director March 31, 1997
- ------------------------
John A. Quelch
/s/ David C. Gezon Director March 31, 1997
- ------------------------
David C. Gezon
/s/ David C. Copenhaver Director March 31, 1997
- ------------------------
David C. Copenhaver
<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(a) Consent of KPMG Peat Marwick, LLP
23.3(b) Consent of KPMG
23.3(c) Consent of KPMG
23.4 Consent of Swink, Fiehler & Hoffman, P.C.
23.5 Consent of Shinners, Hucovski & Company
23.6 Consent of BDO Seidman LLP
23.7 Consent of Thorne Little
23.8 Consent of Ehrhardt Keefe Steiner & Hottman PC
23.9 Consent of Ernst & Young
23.10 Consent of Baum & Company, P.A.
23.11 Consent of Hamilton & Associates
23.12 Consent of Petheridge, Davis & Company, P.A.
23.13 Consent of Deloitte Touche Tohmatsu
23.14 Consent of Day Neilson
23.15 Consent of Day Neilson
23.16 Consent of Day Neilson
23.17 Consent of Day Neilson
<PAGE>
Exhibit Description
- ------- ------------
23.18 Consent of Rubin, Koehmstedt & Nadler, PLC
23.19 Consent of Parent, McLaughlin & Nangle
23.20 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages hereof)
<PAGE>
Exhibit 5.1
[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
April 2, 1997
U.S. Office Products Company
1025 Thomas Jefferson Street, N.W.
Washington, D.C. 20007
Re: Registration Statement on Form S-8: U.S. Office Products Company
Amended and Restated 1994 Long-Term Incentive Plan and Amended and
Restated Employee Stock Purchase 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 10,500,000 shares (the "Shares") of
Common Stock, par value $.001 per share, to be offered and sold pursuant to the
Company's Amended and Restated 1994 Long-Term Incentive Plan and Amended and
Restated Employee Stock Purchase Plan (collectively, the "Plans").
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 Plans and against receipt of the consideration
stipulated therefor which will be no less than the par value of the Shares.
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 foregoing
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 ACCOUNTS
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 as of
the dates and relating to the financial statements of the companies listed
below which appear in the Current Reports on Form 8-K dated July 16, 1996,
January 9, 1997 and January 29, 1997 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 October 26, 1996 and Note
14, which is as of July 10, 1996
U.S. Office Products Company-Supplemental May 31, 1996, except as to the
third paragraph of Note 4 which is
as of October 26, 1996 and Note
15, which is as of July 10, 1996
and Note 1, which is as of January
24, 1997
Raleigh Office Supply Company, Inc. March 8, 1996
Emmons-Napp Office Products, Inc. May 15, 1996
Commercial Division
The Office Furniture Store, Inc. August 16, 1996
David's Office Supply and Furniture
Company, Inc. 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 July 1, 1996
Distributors
Mile High Office Supply Company, Inc. June 27, 1996
/s/
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
March 31, 1997
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of U.S. Office Products Company of our report dated February 2,1996,
with respect to the financial statements of School Specialty, Inc. for the
years ended December 31,1995 and 1994 (not presented separately in the
Registration Statement) which report appears in the Current Reports on Form
8-K dated January 29, 1997, January 9, 1997 and September 23, 1996 of U.S.
Office Products Company.
/S/ Ernst & Young
-----------------
Milwaukee, Wisconsin ERNST & YOUNG LLP
March 31,1997
<PAGE>
Exhibit 23.3(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
U.S. Office Products Company:
We consent to the incorporation by reference in this Registration
Statement (No. 333- ) on Form S-8 of U.S. Office Products Company of: our
reports dated August 28, 1996 with respect to the balance sheets of SFI Corp.
and Hano Document Printers, Inc. as of December 31, 1995, and the related
statements of income, stockholders' equity, and cash flows for the year ended
December 31, 1995, which reports appear in the Current Report on Form 8-K of
U>S> Office Products Company dated January 29, 1997.
KPMG Peat Marwick LLP
Norfolk, Virginia
April 1, 1997
<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
August 9, 1995 relating to the financial statements of Ubix Business Machines
Limited which appears in the Current Report on Form 8-K dated March 7, 1996
of U.S. Office Products Company.
/s/ K. R. Rushbrook
- ---------------------
K. R. Rushbrook
KPMG
Auckland, New Zealand
March 31, 1997
<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 21
August 1996 relating to the financial statements of PC Direct Limited which
appear in the Current Report on Form 8-K/A, dated 25 October 1996 of U.S.
Office Products Company.
/s/ KPMG
- ---------------------
C C Joyce
KPMG
Auckland, New Zealand
March 31, 1997
<PAGE>
[Letterhead]
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 /s/ SWINK, FIEHLER & HOFFMAN
March 31, 1997
<PAGE>
Exhibit 23.5
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.
Shinners, Hucovski & Company, S.C.
Green Bay, Wisconsin
April 2, 1997
<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 The Re-Print
Corporation, which report is included in the current report on Form 8-K dated
July 16, 1996 of U.S. Office Products Company.
BDO SEIDMAN, LLP
/S/
March 31, 1997
<PAGE>
[LETTERHEAD]
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 the 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
March 31, 1997
<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
March 28, 1997
Denver, Colorado
<PAGE>
Consent of 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
July 28, 1995 relating to the consolidated financial statements of Wang New
Zealand Limited for the year ended 30 June 1995 which appear in the Current
Report on Form 8-K, dated 16 July 1996 of U.S. Office Products Company.
/S/ERNST & YOUNG
Auckland, New Zealand
31 March 1997
<PAGE>
BAUM & COMPANY, P.A.
Certified Public Accountants
1515 University Drive - Suite 209
Coral Springs, Florida 33071
(954) 752-1712
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
April 17, 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.
April 1, 1997
/s/Baum & Company, P.A.
-----------------------
Baum & Company, P.A.
<PAGE>
[LETTERHEAD]
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 & Supply Company
which appear in the Current Report on Form 8-K, dated July 16, 1996 of U.S.
Office Products Company.
Hamilton & Associates, Inc.
By:/s/ANNA HAMILTON, CPA
Anna Hamilton, CPA
Oklahoma City, Oklahoma
March 28, 1997
<PAGE>
CONSENT TO 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, as to 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.
/S/Petherbridge, Davis & Company
Petherbridge, Davis & Company, P.A.
Jacksonville, Florida
March 31, 1997
<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 20
January 1997, 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 29 January 1997 and 26 July 1996 of U.S. Office
Products Company.
DELOTTE TOUCHE TOHMATSU
31 March 1997
Auckland, New Zealand
<PAGE>
Day Neilson
----------------------
CHARTERED ACCOUNTANTS
----------------------
GTR:SMcF
(AGL:CONSENT;FW)
31 March 1997
Mr. Scott Museles
Morgan Lewis & Bockius, LLP
1800 M Street NW
WASHINGTON DC 20036
USA
Dear Sir
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 satements of Ausdoc Office Pty
Ltd, which appear in this Current Report on Form 8-K dated September 23,
1996 of U.S. Office Products Company.
Yours sincerely
/s/ Graeme T. Ross
- ------------------
Partner
Day Neilson
Chartered Accountants
Geelong, Australia
31 March 1997
<PAGE>
DAY NEILSON
CHARTERED ACCOUNTANTS
GTR:SMcF
(AGL;CONSENT:FW)
31 March 1997
Mr Scott Museles
Morgan Lewis & Bockius, LLP
1800 M Street, NW
WASHINGTON DC 20036
USA
Dear Sir
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
September 23, 1996 of U.S. Office Products Company.
Yours sincerely
/s/ Graeme T. Ross
Partner
Day Neilson
Chartered Accountants
Geelong, Australia.
31 March 1997
<PAGE>
Day Neilson
CHARTERED ACCOUNTANTS
GTR: SMcF
(AGL:CONSENT:FW)
31 March 1997
Mr Scott Museles
Morgan Lewis & Bockius, LLP
1800 M Street NW
WASHINGTON DC 20036
USA
Dear Sir
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement of 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 September 23, 1996
of U.S. Office Products Company.
Yours sincerely
/s/ Graeme T. Ross
Partner
Day Neilson
Chartered Accountants
Geelong, Australia.
31 March 1997
<PAGE>
Day Neilson
C H A R T E R E D A C C O U N T A N T S
GTR:SMcF
(AGL:CONSENT:FW)
31 March 1997
Mr Scott Museles
Morgan Lewis & Bockius, LLP
1800 M Street NW
WASHINGTON DC 20036
USA
Dear Sir
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
September 23, 1996 of U.S. Office Products Company.
Very sincerely
/s/ Graeme T. Ross
Partner
Day Neilson
Charter Accountants
Geelong, Australia
31 March 1997
<PAGE>
[LETTERHEAD]
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 and October 24, 1996 relating to the financial statements of
Fortran Corp. which appear in the Current Report on Form 8-K dated October
25, 1996, of U.S. Office Products Company.
/s/GARY A. KOEHMSTEDT, CPA
Gary A. Koehmstedt, CPA
RUBIN, KOEHMSTEDT & NADLER, PLC
March 28, 1997
<PAGE>
Exhibit 23.19
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 May
23, 1996 relating to the financial statements of Bay State Computer Group,
Inc., which appear in the Current Report on Form 8-K, dated October 25, 1996,
as amended, of U.S. Office Products Company.
Parent, McLaughlin & Nangle
Boston, Massachusetts
April 3, 1997
