<PAGE>
As filed with the Securities and Exchange Commission on November 20, 1997
Registration No. 333-36463
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
On
FORM S-8
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
1025 Thomas Jefferson Street, NW, Suite 600 East
Washington, DC 20007
(Address of principal executive offices) (Zip Code)
U.S. Office Product Company 1997A Stock Option Plan for Employees of
Mail Boxes Etc.
U.S. Office Product Company 1997B Stock Option Plan for Employees of
Mail Boxes Etc.
U.S. Office Product Company 1997 Stock Option Plan for Former
Non-Employee Directors of Mail Boxes Etc.
(Full title of the plans)
THOMAS I. MORGAN
President and Chief Executive Officer
U.S. Office Products Company
1025 Thomas Jefferson Street, NW, Suite 600 East
Washington, D.C. 20007
(Name and address of agent for service)
202-339-6700
(Telephone number, including area code, of agent for service)
----------------------
Copy of all communications to:
LINDA L. GRIGGS, ESQ.
Morgan, Lewis & Bockius LLP
1800 M Street
Washington, DC 20036-5869
(202) 467-7000
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<PAGE>
EXPLANATORY NOTES
This Post-Effective Amendment No. 1 on Form S-8 to U.S. Office Products
Company (the "Company") Registration Statement on Form S-4 (the "Registration
Statement") relates to 2,095,725 shares (the "Shares") of the Company's
Common Stock, par value $.001 per share (the "Common Stock"). In connection
with the merger of Santa Fe Acquisition Corp., a wholly owned subsidiary of
the Company, with and into Mail Boxes Etc. ("MBE"), whereby MBE became a
wholly owned subsidiary of the Company, the Company assumed the Mail Boxes
Etc. Restated 1985 Stock Option Plan (the "MBE 1985 Plan"), Mail Boxes Etc.
1995 Employee Stock Option Plan (the "MBE 1995 Plan") and Mail Boxes Etc.
1995 Stock Option Plan for Non-Employee Directors (the "MBE 1995 Non-Employee
Directors Plan") and all outstanding options to acquire Mail Boxes Etc.
common stock granted thereunder. The U.S. Office Products Company 1997A Plan
for Employees of Mail Boxes Etc. (the "1997A Plan"), the U.S. Office Products
1997B Plan for Employees of Mail Boxes Etc. (the "1997B Plan") and the U.S.
Office Products 1997 Plan for Former Non-Employee Directors of Mail Boxes
Etc. (the "1997 Former Non-Employee Directors Plan") replaces the MBE 1985
Plan, MBE 1995 Plan and MBE 1995 Non-Employee Directors Plan, respectively,
as assumed by the Company.
Of the Shares, 939,625 are issuable pursuant to the 1997A Plan,
1,021,200 are issuable pursuant to the 1997B Plan and 134,900 are issuable
pursuant to the 1997 Former Non-Employee Directors Plan. All such shares
were registered on the Company's Registration Statement on Form S-4, as
amended (File No. 333-36463), and are being transferred to this Form S-8.
Pursuant to Rule 416(a), the number of shares of Common Stock being
registered shall be adjusted to include any additional share which may
become issuable as a result of stock splits, stock dividends, or similar
transactions in accordance with the anti-dilution provisions of the 1997A
Plan, 1997B Plan and the 1997 Former Non-Employee Directors Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") are incorporated by reference in this
Registration Statement:
1. Annual Report on Form 10-K for the fiscal year ended April 26,
1997, (filed with the Commission on July 8, 1997) and amended on
August 26, 1997.
2. Current Reports on Form 8-K dated April 26, 1997 (filed with the
Commission on May 29, 1997), July 17, 1997 (filed with the
Commission on July 21, 1997), and November 5, 1997 (filed with
the Commission on November 6, 1997);
3. Quarterly Report on Form 10-Q for the fiscal quarter ended July
26, 1997 (filed with the Commission on September 10, 1997);
4. Historical financial statement required by Item 3-05 of
Regulation S-X of Whitcoulls Group Limited as of June 30, 1996
and 1995 for the years then ended contained in the Company's
Current Report on Form 8-K dated January 29, 1997 filed with the
Commission on January 30, 1997; and
5. The description of the Company's Common Stock under the caption
"Description of Registrant's Securities to be Registered" in the
Company's Amendment No. 1 to the 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.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement, and prior to
the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered by this Registration Statement
have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of
such documents. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of the filing of such document with the Commission
until the information contained therein is superseded or updated by any
subsequently filed document which is incorporated by reference into this
Registration Statement.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently
filed document that is also 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 hereof.
II-1
<PAGE>
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, 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 Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit
Number Exhibit
- ----------- ---------
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)
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
shares being registered*
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Hertz Herson & Company LLP
23.4 Consent of Deloitte Touch Tohmatsu
23.5 Consent of KPMG Peat Marwick LLP
23.6 Consent of BDO Seidman LLP
23.7 Consent of Ernst & Young
23.8 Consent of Deloitte Touche LLP
23.9 Consent of Rubin, Koehmstedt & Nadler, PLC
23.10 Consent of Parent, McLaughlin & Nangle
23.11 Consent of Ernst & Young LLP
23.12 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)*
24 Power of Attorney*
* Previously filed with the Registration Statement on Form S-4
Item 9. Undertakings.
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:
II-3
<PAGE>
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933.
(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 to the Registration
Statement) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant 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
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling persons in connection with the securities being registered, the
registrant 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
Registrant has duly caused this registration statement on to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Washington, District of Columbia, on November 20, 1997.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Thomas I. Morgan
------------------------------------
Name: Thomas I. Morgan
Title: President and Chief Executive Officer
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
- --------- ------------------------ ----
President, Chief Executive Officer
/s/ Thomas I. Morgan and Director
- -------------------- (Principal Executive Officer) November 20, 1997
Thomas I. Morgan
/s/ * Chief Financial Officer
- -------------------- (Principal Financial Officer and November 20, 1997
Donald H. Platt Principal Accounting Officer)
/s/ * Chairman of the Board November 20, 1997
- --------------------
Jonathan J. Ledecky
/s/ * Director November 20, 1997
- --------------------
Timothy J. Flynn
/s/ * Director November 20, 1997
- --------------------
Clifton B. Phillips
/s/ * Director November 20, 1997
- --------------------
Milton H. Kuyers
/s/ * Director November 20, 1997
- --------------------
Allon H. Lefever
/s/ * Director November 20, 1997
- --------------------
Edward J. Mathias
/s/ * Director November 20, 1997
- --------------------
John A. Quelch
/s/ * Director November 20, 1997
- --------------------
David C. Gezon
*Mark D. Director, by signing his name hereto, signs this document on
behalf of each of the persons indicated above pursuant to the powers of attorney
duly executed by such persons and set forth on the signature page of the
Registration Statement filed with the Securities and Exchange Commission.
BY: /s/ Mark D. Director
---------------------------------------------
Mark D. Director
II-5
<PAGE>
EXHIBIT INDEX
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)
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
shares being registered*
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Hertz Herson & Company LLP
23.4 Consent of Deloitte Touch Tohmatsu
23.5 Consent of KPMG Peat Marwick LLP
23.6 Consent of BDO Seidman LLP
23.7 Consent of Ernst & Young
23.8 Consent of Deloitte Touche LLP
23.9 Consent of Rubin, Koehmstedt & Nadler, PLC
23.10 Consent of Parent, McLaughlin & Nangle
23.11 Consent of Ernst & Young LLP
23.12 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)*
24 Power of Attorney*
* Previously filed with the Registration Statement on Form S-4
II-6
<PAGE>
CONSENTS OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. to Form S-4 Registration Statement on Form S-8 (333-36463) of
our report dated June 6, 1997 relating to the financial statements of U.S.
Office Products Company which report appears in the Annual Report on Form
10-K/A of U.S. Office Products Company for the year ended April 26, 1997.
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
November 21, 1997
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Form S-4 Registration Statement on Form S-8 (333-36463) of U.S.
Office Products Company pertaining to the 1995 Employee Stock Option Plan for
the Benefit of Employees of Mail Boxes Etc. and the Restated 1985 Employee
Stock Option Plan for the Benefit of Employees of Mail Boxes Etc., of our
report dated June 6, 1997, with respect to the consolidated financial
statements of Mail Boxes Etc. included in the Annual Report on Form 10-K of
Mail Boxes Etc. for the year ended April 30, 1997, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
-----------------
ERNST & YOUNG LLP
San Diego, California
November 18, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 on Form S-8
(333-36463) of U.S. Office Products Company of our reports dated February 28,
1997, except for Note Q, as to which date is April 14, 1997 and March 7,
1997, except for Note L, as to which the date is April 14, 1997 with respect to
the financial statements of United Envelope Co., Inc. and its affiliate, Rex
Envelope Co., Inc. and Huxley Envelope Corporation, respectively, for the
year ended December 31, 1996, which financial statements appear in U.S.
Office Products Company's Current Report on Form 8-K filed on May 29, 1997.
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 on Form S-8
(333-36463) of U.S. Office Products Company of our reports dated March 6,
1996 and March 4, 1996, with respect to the financial statements of United
Envelope Co., Inc. and its affiliate, Rex Envelope Co., Inc. and Huxley
Envelope Corporation, respectively, for the years ended December 31, 1995 and
December 31, 1994 which reports appear in U.S. Office Products Company's
Annual Report on Form 10-K/A for the year ended April 26, 1997.
/s/ HERTZ, HERSON & COMPANY, LLP
HERTZ, HERSON & COMPANY, LLP
New York, New York
November 18, 1997
<PAGE>
Exhibit 23.4
LETTERHEAD
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 on form S-8
(333-36463) of U.S. Office Products Company of our report relating to the
financial statements of Whitecoulls Group Limited as of 30 June, 1996 and
1995 and for the years then ended, dated January 20, 1997 appearing in the
Current Report on Form 8-K, dated 29 January 1997 of U.S. Office Products
Company.
/s/ Deloitte Touche Tohmatsu
- ----------------------------
DELOITTE TOUCHE TOHMATSU
18 November 1997
Auckland, New Zealand
<PAGE>
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
U.S. Office Products Company:
We consent to the incorporation by reference in this registration statement
on Post Effective Amendment No. 1 to Form S-4 on Form S-8 (333-36463) 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 statement of income stockholders' equity,
and cash flows for each of the years in the two-year period ended December
31, 1995, which reports appear in the Annual Report on Form 10-K/A of U.S.
Office Products Company for the year ended April 26, 1997.
KPMG Peat Marwick LLP
Norfolk, Virginia
November 18, 1997
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8 (333-36463) of
our report dated February 8, 1996 relating to the financial statements of The
Re-Print Corporation for the years ended December 31, 1995 and 1994 which
report appears in the Annual Report on Form 10-K/A of U.S. Office Products
Company for the year ended April 26, 1997.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Atlanta, Georgia
November 18, 1997
<PAGE>
Exhibit 23.7
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to Form S-4 on Form S-8 (333-36463) of U.S. Office Products Company of
our report, with respect to the financial statements of Data Business Forms
Limited for the year ended December 31, 1995, dated February 6, 1996, and
which financial statements appear in U.S. Office Products Company's Current
Report on Form 8-K dated May 29, 1997.
Ernst & Young
CHARTERED ACCOUNTANTS
Toronto, Canada
November 18, 1997
<PAGE>
EXHIBIT 23.8
INDEPENDENT AUDITORS' CONSENT
- ----------------------------------------------------------------------------
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8 (333-36463) of
our report dated September 23, 1996, with respect to the financial statements
of MTA, Inc. as of December 31, 1995 and for the period from January 25, 1995
(date of incorporation) to December 31, 1995, appearing in the Annual Report
on Form 10-K/A of U.S. Office Products Company for the year ended April 26,
1997.
Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
November 18, 1997
<PAGE>
EXHIBIT 23.9
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Form S-4 Registration Statement of Form S-8 (333-36463) of
our report dated June 7, 1996, except as to Note 9, which is as of October
24, 1996, relating to the financial statements of Fortran Corp. for the years
ended March 31, 1996 and 1995, which report appears in the Annual Report on
Form 10-K/A of U.S. Office Products Company for the year ended April 26, 1997.
/s/ GARY A. KOEHMSTEDT
Gary A. Koehmstedt, CPA
RUBIN, KOEHMSTEDT & NADLER, PLC
November 18, 1997
<PAGE>
Exhibit 23.10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8
(333-36463) of our report dated May 23, 1996, except for Note N, as to which
the date is October 14, 1996, with respect to the Balance Sheets of Baystate
Computer Group, Inc. as of March 31, 1996 and 1995, and the statements of
income, retained earnings, and cash flows for each of the three years in the
period ended March 31, 1996, which report appears in the Annual Report on
Form 10-K/A of U.S. Office Products Company for the year ended April 26, 1997.
/s/ Parent, McLaughlin & Nangle
-------------------------------
PARENT, McLAUGHLIN & NANGLE,
Certified Public Accountants, Inc.
Boston, Massachusetts
November 20, 1997
[LETTERHEAD]
<PAGE>
EXHIBIT 23.11
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8 (333-36463) 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 Annual Report on Form 10-K/A of U.S. Office Products Company for the year
ended April 26, 1997.
/s/ Ernst & Young LLP
----------------------
ERNST & YOUNG LLP
Milwaukee, Wisconsin
November 18, 1997
