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): September 10, 1997
-------------------------------
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.)
1 Environmental Way
Broomfield, Colorado 80021-3416
- --------------------------------------------------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
(303) 664-2000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On September 10, 1997, the Registrant entered into an Agreement
and Plan of Merger (the "Merger Agreement") providing for the merger (the
"Merger") of IDD Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of the Registrant ("Acquisition Sub"), with and into Data Documents
Incorporated, a Delaware corporation ("Data Documents"). Pursuant to the Merger
Agreement, Data Documents will become a wholly owned subsidiary of the
Registrant and each outstanding share of Data Documents' common stock will be
converted into 1.1 shares of the Registrant's common stock. The exchange ratio
is subject to adjustment if the price per share of the Registrant's common stock
is greater than $18.20 or less than $15.00 during a specified period prior to
the closing date of the Merger, as provided in the Merger Agreement. In
addition, the parties have the right to terminate the Merger Agreement in
certain circumstances as provided in the Merger Agreement. The shares of the
Registrant's common stock to be issued to Data Documents' stockholders will be
registered on a Registration Statement on Form S-4 filed under the Securities
Act of 1933, as amended. The consummation of the Merger is subject to approval
by Data Documents' stockholders, receipt of all necessary regulatory approvals,
satisfactory confirmation that the Merger will be treated as a tax-free
reorganization and accounted for as a pooling of interests, and other customary
conditions. The Merger Agreement may be terminated by the parties if the Merger
is not consummated by December 31, 1997.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of September 10, 1997 by and
among Corporate Express, Inc., IDD Acquisition Corp. and Data
Documents Incorporated
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)
/s/ Gary M. Jacobs
--------------------------------
Date: September 16, 1997 By: Gary M. Jacobs
Title: Executive Vice President