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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 5, 1997
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Date of Report (Date of earliest event reported)
U.S. OFFICE PRODUCTS COMPANY
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(Exact name of Registrant Specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
0-25372
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(Commission File No.)
52-1906050
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(I.R.S. Employer Identification Number)
1025 Thomas Jefferson Street, N.W., Suite 600 East, Washington, D.C. 20007
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(Address of principal executive offices) (Zip Code)
(202) 339-6700
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(Registrant's telephone number, including area code)
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Item 5 -- Other Events
CHANGES IN RESPONSIBILITIES OF TWO EXECUTIVE OFFICERS
On November 5, 1997, USOP announced the promotion of Thomas I. Morgan to
the position of President and Chief Executive Officer ("CEO") of U.S. Office
Products Company (the "Company"). Mr. Morgan joined the Company in February
1997 as President of the Company's North American Office Products Group and was
promoted to Chief Operating Officer in June 1997. The Company also announced
the formation of a committee of the Board of Directors to commence a search
for a Chief Operating Officer to augment the Company's senior management team.
In conjunction with the promotion of Mr. Morgan, Mr. Ledecky will no
longer serve as the CEO of the Company. He has entered into an amended
employment agreement with the Company (the "Employment Agreement") under
which he will continue to serve as the Company's Chairman and as an executive
of the Company with responsibilities for the Company's strategic planning and
acquisition activities. Mr. Ledecky will not be responsible for the
day-to-day oversight of the Company, and his base salary is set at $250,000
per year. The Employment Agreement allows Mr. Ledecky to participate in
outside entrepreneurial activities including his anticipated role as Chairman
and Chief Executive Officer of Consolidation Capital Corporation ("CCC"), a
Washington-based firm currently in registration for an initial public
offering of common stock. Mr. Ledecky currently serves as Chairman of CCC.
STOCK SPLIT
On October 7, 1997, the Company announced a three-for-two stock split
payable in the form of a stock dividend on November 6, 1997 to the record
holders of the Company's common stock, par value $.001 per share ("Common
Stock"), as of October 23, 1997 (the "Stock Split").
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares of Common Stock registered for sale
under the Securities Act by each of the Company's registration statements
identified below will be increased to reflect the Stock Split. The table
below shows with respect to certain effective registration statements of the
Company (a) the original number of shares of Common Stock covered by such
registration statement and (b) the increased number covered as a result of
the Stock Split.
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<TABLE>
<CAPTION>
Registration Statement Original Number Increased Number of Shares
Number of Shares Covered Covered Due to Stock Split
<S> <C> <C>
333-01928 19,174,575 28,761,862
333-10383 1,819,620 2,729,430
333-13133 37,651,948 56,477,922
333-14025 6,948,065 10,422,097
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U.S. OFFICE PRODUCTS COMPANY
Dated: November 5, 1997 By: /s/ Mark D. Director
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Mark D. Director
Chief Administrative Officer,
General Counsel and Secretary
