As filed with the Securities and Exchange Commission on November 20, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CORPORATE EXPRESS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-0978360
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
325 Interlocken Parkway, Broomfield, CO 80021
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(Address of Principal Executive Offices) (Zip Code)
Corporate Express, Inc. Stock Option Plan for United TransNet, Inc.
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Optionholders
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Stock Option Assumption Agreements with Various Employees Relating to an
Aggregate of 85,838 Shares of Corporate Express, Inc. Common Stock
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(Full title of the plans)
Jirka Rysavy, Chief Executive Officer
Corporate Express, Inc., 325 Interlocken Parkway, Broomfield, CO 80021
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(Name and address of agent for service)
copy to:
Rhonda R. Cohen, Esquire, Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103
(303) 373-2800
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered per share offering price registration fee
- -----------------------------------------------------------------------------------------------
Common Stock 189,805 shares $27.13* $5,149,409.65* $1,560.43
* Calculated in accordance with Rule 457(h) based upon the weighted average
exercise price of $27.13 per share for outstanding options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be included in
PART I of this Registration Statement will be given or sent to all
participants in the Corporate Express, Inc. Stock Option Plan for United
TransNet, Inc. Optionholders and the Corporate Express, Inc. Stock Option Plan
for Courier Dispatch Optionholders, as specified by Rule 428 under the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed by Corporate Express, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (File No. 0-24642), are incorporated by reference into this Registration
Statement:
(i) the Company's Annual Report on Form 10-K for the year ended
March 2, 1996;
(ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended June 1, 1996 and August 31, 1996;
(iii) the Company's Current Report on Form 8-K/A filed on June 19,
1996 and the Company's Current Reports on Form 8-K filed on September 16, 1996
and September 20, 1996;
(iv) the Company's Registration Statement on Form S-4 (File No.
333-13217); and
(v) the description of the Company's Common Stock, par value $.0002
per share, contained in the Company's Form 8-A, filed with the Commission on
August 4, 1994.
Each document filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for
2
purposes hereof to the extent that a statement contained herein (or any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so
modified or superseded.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 7-109-101, et seq., of the Colorado Business Corporation Act
generally provides that a corporation may indemnify its directors, officers,
employees, fiduciaries and agents against liabilities and reasonable expenses
incurred in connection with any threatened, pending, or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal (a "Proceeding"), by reason of being or having been
a director, officer, employee, fiduciary or agent of the corporation, if such
person acted in good faith and reasonably believed that his conduct, in his
official capacity, was in the best interests of the corporation (or, with
respect to employee benefit plans, was in the best interests of the
participants of the plan), and in all other cases his conduct was at least not
opposed to the corporation's best interests. In the case of a criminal
Proceeding, the director, officer, employee, fiduciary or agent must have had
no reasonable cause to believe his conduct was unlawful. Under Colorado law,
the corporation may not indemnify a director, officer, employee, fiduciary or
agent in connection with a Proceeding by or in the right of the corporation if
the director, officer, employee, fiduciary or agent is adjudged liable to the
corporation, or in a Proceeding in which the director, officer, employee,
fiduciary or agent is adjudged liable for an improper personal benefit.
The Company's Articles of Amendment and Restatement to the Articles
of Incorporation and By-Laws provide that the Company shall indemnify its
officers and directors to the full extent permitted by the law. The
indemnification provisions in the Company's By-Laws are substantially similar
to the provisions of Section 7-109-101, et seq. The Company has entered into
agreements to provide indemnification for the Company's directors and certain
3
officers consistent with the Company's Articles of Amendment and Restatement
to the Articles of Incorporation and By-Laws.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Exhibit Number
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5 Opinion of Ballard Spahr Andrews & Ingersoll.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Horne CPA Group.
23(c) Consent of Schutrumpf & Koren, P.C.
23(d) Consent of Arthur Andersen LLP.
23(e) Consent of KPMG.
23(f) Consent of McGee, Wheeler & Co., P.C.
23(g) Consent of Ernst & Young LLP.
23(h) Consent of Samson Belair Deloitte & Touche.
23(i) Consent of Arthur Andersen LLP.
23(j) Consent of Price Waterhouse LLP.
23(k) Consent of Ernst & Young LLP.
23(l) Consent of Ballard Spahr Andrews & Ingersoll (included in
its opinion filed as Exhibit 5).
24 Power of Attorney (included on signature pages to this
Registration Statement).
99(a) Corporate Express, Inc. Stock Option Plan for United
TransNet, Inc. Optionholders.
99(b) Form of letter agreement relating to assumption of
certain United TransNet, Inc. stock options.
4
Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
(a) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the
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) and 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) 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 "Calculation of Registration Fee" table in the effective 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)(i) and (a)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(b) 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.
(c) 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.
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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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
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 its Articles of Amendment and
Restatement to the Articles of Incorporation, its By-Laws or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
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 person 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Broomfield, State of Colorado, on
November 18, 1996.
CORPORATE EXPRESS, INC.
By:/s/ Jirka Rysavy
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Jirka Rysavy
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jirka Rysavy, Robert L. King and Gary
M. Jacobs, and each or any one of them, 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 to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to 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 any of them, or his
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 date indicated.
Signature Title Date
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/s/ Jirka Rysavy Chairman of the November 18, 1996
- ------------------------ Board and Chief
Jirka Rysavy Executive Officer
(Principal
executive officer)
Signature Title Date
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/s/ Robert L. King President, Chief November 18, 1996
- ------------------------ Operating Officer
Robert L. King and Director
/s/ Sam R. Leno Executive Vice November 18, 1996
- ------------------------ President and
Sam R. Leno Chief Financial
Officer (Principal
financial officer)
/s/ Joanne C. Farver Vice President and November 18, 1996
- ------------------------ Controller
Joanne C. Farver (Principal accounting
officer)
/s/ Janey A. Hickey Director November 18, 1996
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Janet A. Hickey
/s/ Clayton K. Trier Director November 18, 1996
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Clayton K. Trier
/s/ Mo Siegel Director November 18, 1996
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Mo Siegel
EXHIBIT INDEX
Exhibit Number Page
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5 Opinion of Ballard Spahr Andrews & Ingersoll.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Horne CPA Group.
23(c) Consent of Schutrumpf & Koren, P.C.
23(d) Consent of Arthur Andersen LLP.
23(e) Consent of KPMG.
23(f) Consent of McGee, Wheeler & Co., P.C.
23(g) Consent of Ernst & Young LLP.
23(h) Consent of Samson Belair Deloitte & Touche.
23(i) Consent of Arthur Andersen LLP.
23(j) Consent of Price Waterhouse LLP.
23(k) Consent of Ernst & Young LLP.
23(l) Consent of Ballard Spahr Andrews & Ingersoll
(included in its opinion filed as Exhibit 5).
24 Power of Attorney (included on signature pages
to this Registration Statement).
99(a) Corporate Express, Inc. Stock Option Plan for
United TransNet, Inc. Optionholders (Existing Options).
99(b) Form of letter agreement relating to assumption of
certain United TransNet, Inc. stock options.