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
Date of Report (Date of earliest event reported): May 15, 1996
------------------------------
CORPORATE EXPRESS, INC.
- - --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Colorado 0-24642 84-0978360
- - --------------------------------------------------------------------------------
(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
325 Interlocken Parkway
Broomfield, Colorado 80021
- - --------------------------------------------------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
(303) 373-2800
- - --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- - --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 15, 1996, the Registrant completed the acquisition (the
"Acquisition") of all of the issued and outstanding stock of ASAP Software
Express, Inc., an Illinois corporation ("ASAP"), which Acquisition is effective
April 22, 1996. The Acquisition was made pursuant to the terms of a certain
Stock Purchase Agreement (the "Stock Purchase Agreement") dated April 22, 1996,
as amended by the Amendment to Stock Purchase Agreement effective as of April
22, 1996, by and among the Registrant, ASAP and all of the Shareholders of ASAP
(the "ASAP Shareholders"). Pursuant to the terms of the Stock Purchase
Agreement, the Registrant purchased all of the issued and outstanding capital
stock of ASAP from the ASAP Shareholders, consisting of 679,800 shares of common
stock and 6,118,200 shares of non-voting common stock, in exchange for aggregate
consideration of $87,621,037, subject to certain adjustments, comprised of
$52,500,000 paid in cash and $35,121,037 in promissory notes issued by the
Registrant. The source of the cash used in the transaction was ASAP's cash on
hand and the Registrant's credit facility with Bank of America Illinois. At the
time of the Acquisition, ASAP had cash on hand of approximately $14 million,
which amount is expected to be available to finance the operations of ASAP
and/or to be used to partially satisfy the obligations under the promissory
notes issued by the Registrant in connection with the Acquisition. The nature
and amount of consideration paid in connection with the Acquisition was
determined based on negotiations between the Registrant and the ASAP
Shareholders. Prior to the Acquisition, there was no material relationship
between the Registrant or any of its affiliates, directors or officers or any
associates thereof and the ASAP Shareholders or ASAP. The foregoing summary of
the Acquisition is qualified in its entirety by reference to the Stock Purchase
Agreement referenced as Exhibit 2.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. It is impracticable to
provide the financial statements and the pro forma financial information
required under Items 7(a) and 7(b) of Form 8-K at the time this Form 8-K is
required to be filed. In accordance with Item 7(a)(4) and 7(b)(2) of Form 8-K,
the Company will file the required financial statements and pro forma financial
information under cover of Form 8-K/A as soon as practicable, but not later than
July 29, 1996.
(b) PRO FORMA FINANCIAL INFORMATION. See Item 7(a).
(c) EXHIBITS.
2.1 Stock Purchase Agreement dated April 22, 1996 by and among
Corporate Express, Inc., ASAP Software Express, Inc. and the
Shareholders of ASAP Software Express, Inc.
2.2 Amendment to Stock Purchase Agreement effective as of April 22, 1996
by and among Corporate Express, Inc., ASAP Software Express, Inc. and
the Shareholders of ASAP Software Express, Inc.
________________________
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORPORATE EXPRESS, INC.
(Registrant)
________________________________________
Date: May __, 1996 By: Joanne C. Farver
Title: Vice President - Controller