As filed with the Securities and Exchange Commission on July 22, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
Corporate Express, Inc.
-----------------------
(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.)
1 Environmental Way
Broomfield, Colorado 80021-3416
- ------------------------------ ------------------
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
Corporate Express, Inc.
1996 Stock Option Plan for Outside Directors
Corporate Express, Inc.
Supplemental Stock Option Plan
Distribution Resources Company
Stock Option Plan
Computer Software Inc.
Incentive Stock Option Plan
--------------------------------------------
(FULL TITLE OF THE PLANS)
Jirka Rysavy
Chief Executive Officer
Corporate Express, Inc.
1 Environmental Way
Broomfield, Colorado 80021-3416
-------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(303) 664-2000
--------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with a copy to:
Rhonda R. Cohen, Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 665-8500
CALCULATION OF REGISTRATION FEE
-------------------------------
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $.0002
per share 10,721,790(2) $13.59 $145,709,126 $44,154.28
- --------------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(c) and (h), on the basis of the
average of the high and low prices of Corporate Express, Inc. Common Stock
on July 18, 1997, as reported on the Nasdaq National Market.
(2) Such number represents the number of shares of Common Stock initially
issuable upon exercise of all options available for grant under the Plan
and, pursuant to Rule 416 under the Securities Act of 1933, as amended,
such indeterminate number of shares of Common Stock as may be issued from
time to time upon exercise of options issued or issuable under the Plans by
reason of adjustments to prevent dilution resulting from stock splits,
stock dividends and similar transactions as described in the Plans.
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be given or sent to all individuals who participate
in the Corporate Express, Inc. 1996 Stock Option Plan for Outside Directors, the
Corporate Express, Inc. Supplemental Stock Option Plan, the Distribution
Resources Company Stock Option Plan and the Computer Software Inc. Incentive
Stock Option Plan 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.
------------------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") by Corporate Express, Inc. (the "Company") (File
No. 0-24642) are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended March 1, 1997.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1997.
(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on August 4, 1994.
All documents subsequently filed by the Company after the date hereof
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and shall be part hereof from the date of filing of such documents.
II-1
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
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 is adjudged liable to the corporation, or in a proceeding in which the
director, officer, employee 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 its directors and certain officers consistent with
its Articles of Amendment and Restatement to the Articles of Incorporation and
By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
II-2
ITEM 8. EXHIBITS.
--------
4.1 Specimen copy of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Registration Statement on Form
S-1, Reg. No. 33-81924)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page of
Registration Statement)
99.1 Corporate Express, Inc. 1996 Stock Option Plan for Outside
Directors
99.2 Corporate Express, Inc. Supplemental Stock Option Plan (the
"Supplemental Plan") (Exhibit A to the Supplemental Plan,
the 1994 Stock Option and Incentive Plan, is incorporated by
reference to Exhibit 10.5 to the Company's Annual Report on
Form 10-K for the fiscal year ended March 1, 1997)
99.3 Distribution Resources Company Stock Option Plan.
99.4 Computer Software Inc. Incentive Stock Option Plan.
II-3
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:
(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 (1)(i) and (1)(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.
(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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
II-4
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 the foregoing provisions, 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.
II-5
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 July 17, 1997.
CORPORATE EXPRESS, INC.
By /s/ Jirka Rysavy
-------------------------------------
Jirka Rysavy, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
----------- ----- ----
/s/Jirka Rysavy Chairman of the Board July 17, 1997
- ----------------- and Chief Executive
Jirka Rysavy Officer (Principal
executive officer)
/s/ Robert L. King President, Chief July 17, 1997
- -------------------- Operating Officer and
Robert L. King Director
II-6
/s/Sam R. Leno Executive Vice President July 17, 1997
- ------------------------- and Chief Financial
Sam R. Leno Officer (Principal
financial officer)
/s/ Joanne C. Farver Vice President and July 17, 1997
- ------------------------- Controller (Principal
Joanne C. Farver accounting officer)
/s/ Janet A. Hickey Director July 17, 1997
- -------------------------
Janet A. Hickey
/s/James P. Argyropoulos Director July 17, 1997
- -------------------------
James P. Argyropoulos
/s/ Mo Siegel Director July 17, 1997
- -------------------------
Mo Siegel
II-7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
4.1 Specimen copy of Common Stock Certificate (incorporated
by reference to Exhibit 4.1 to Registration Statement on
Form S-1, Reg. No. 33-81924)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page of
Registration Statement)
99.1 Corporate Express, Inc. 1996 Stock Option Plan for Outside
Directors
99.2 Corporate Express, Inc. Supplemental Stock Option Plan (the
"Supplemental Plan") (Exhibit A to the Supplemental Plan, the
1994 Stock Option and Incentive Plan, is incorporated by
reference to Exhibit 10.5 to the Company's Annual Report on
Form 10-K for the fiscal year ended March 1, 1997)
99.3 Distribution Resources Company Stock Option Plan
99.4 Computer Software Inc. Incentive Stock Option Plan