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U. S. 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
December 11, 1998
Date of Report (Date of earliest event reported)
U.S. OFFICE PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 000-25372 52-1906050
(State of other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1025 Thomas Jefferson Street, N.W., Suite 600 East, Washington, D.C. 20007
(Address of principal executive offices, including Zip Code)
(202) 339-6700
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
U.S. Office Products (the "Company") has completed a
previously announced program in which it offered its employees holding stock
options issued by the Company the opportunity to surrender their existing
options for a smaller number of options at a lower exercise price per share.
Each employee holding options issued by the Company was given the opportunity
to have the Company (1) cancel existing options and (2) issue to the employee
a smaller number of new options with an exercise price equal to $5 3/8, the
closing price of the Company's common stock on Friday, December 11, 1998,
which is the grant date of the new options. The number of options received
was equal to the number of old options multiplied by a fraction that varied
with the exercise price of old options. The fraction ranged from .8844 for
old options with an exercise price of $9.78 to .0984 for old options with an
exercise price of $54.90.
Based on an initial review of responses to the program,
options covering a total of 6,711,382 shares were surrendered and replaced
with new options covering a total of 1,780,939 shares. The exercise prices of
old options that were cancelled ranged from $9.78 to $54.90 per share. Prior
to the program, options to acquire 7,546,722 shares were outstanding; after
completion of the program, options to acquire 2,616,279 shares remain issued
and outstanding. These results include options outstanding under the
Company's Non-Employee Directors' Stock Plan. The information set forth above
is subject to confirmation.
SIGNATURES
Pursuant to the requirements of the Securities and 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
(Registrant)
By: /s/ Thomas Morgan
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Thomas Morgan
President and Chief
Executive Officer
DATED: December 23, 1998
