-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S8Q8e7hLaII7n+zjVh1pctg/5ecK8iWW4cGJq+cz/LPVUAm8iDnoQeID5x4STle7 81Ot6SjtqqmFzR9NAQo74w== 0000950144-98-014213.txt : 19981230 0000950144-98-014213.hdr.sgml : 19981230 ACCESSION NUMBER: 0000950144-98-014213 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981229 EFFECTIVENESS DATE: 19981229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFICE DEPOT INC CENTRAL INDEX KEY: 0000800240 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 592663954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-69831 FILM NUMBER: 98777287 BUSINESS ADDRESS: STREET 1: 2200 OLD GERMANTOWN RD CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 5612664800 MAIL ADDRESS: STREET 1: 2200 OLD GERMANTOWN ROAD STREET 2: 2200 OLD GERMANTOWN ROAD CITY: DELRAY BEACH STATE: FL ZIP: 33445 S-8 1 OFFICE DEPOT FORM S-8 1 As filed with the Securities and Exchange Commission on _____________ Registration No. _________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- OFFICE DEPOT, INC. (Exact name of registrant as specified in its charter) DELAWARE 59-2663954 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 2200 OLD GERMANTOWN ROAD, DELRAY BEACH, FLORIDA 33445 (Address of principal executive offices) VIKING OFFICE PRODUCTS EMPLOYEE SHARE PURCHASE PLAN FOR EMPLOYEES OF VIKING OFFICE PRODUCTS PTY LTD. OFFICE DEPOT, INC. LONG-TERM EQUITY INCENTIVE PLAN (Full title of the plans) MR. BARRY J. GOLDSTEIN OFFICE DEPOT, INC. 2200 OLD GERMANTOWN ROAD DELRAY BEACH, FLORIDA 33445 (438) 278-4800 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: Toni B. Merrick, Esq. Kirkland & Ellis 200 East Randolph Drive Chicago, Illinois 60601
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered(1) Share(2) Price(2) Registration Fee(2) - --------------------------------------------------------------------------------------------------------------- Common Stock, $.01 127,000 par value per share shares $36.25 $4,603,750.00 $1,279.84 - ---------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover any additional shares of Common Stock which may be issuable pursuant to the antidilution provisions of the plans. 2 (2) This calculation is made solely for the purpose of determining the amount of the registration fee and is made pursuant to Rule 457(h) based upon the average of the high and low sales prices of the registrant's Common Stock as reported on the New York Stock Exchange on December 28, 1998. - 2 - 3 The purpose of this Registration Statement is to reflect the registration of 2,000 shares of Common Stock of the Registrant to be issued pursuant to the Viking Office Products Employee Share Purchase Plan for Employees of Viking Office Products Pty Ltd, and to reflect the registration of 125,000 additional shares of Common Stock of the Registrant to be issued pursuant to Office Depot, Inc. Long-Term Equity Incentive Plan, and to clarify that the allocation of the 5,500,000 shares registered pursuant to previously filed Registration Statement No. 333-68081 is 125,000 shares for the Viking Direct Savings Related Share Option Scheme and 5,375,000 for the Office Depot Long Term Equity Incentive Plan. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION BY REFERENCE This Registration Statement relates to shares of Common Stock, $.01 par value (the "Common Stock"), of Office Depot, Inc. (the "Company") to be offered pursuant to exercise of options pursuant to the Viking Office Products Employee Share Purchase Plan for Employees of Viking Office Products Pty Ltd and the Office Depot Long Term Equity Incentive Plan (the "Plans"). The following documents filed by the Company with the Securities and Exchange Commission are incorporated herein by reference except to the extent that any statement or information therein is modified, superseded or replaced by a statement or information contained in any subsequently filed document incorporated by reference. 1. Annual Report on Form 10-K for the Fiscal Year ended December 27, 1997. 2. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal period covered by the Registrant document referred to in (1) above. 3. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 incorporated by reference in this Registration Statement and shall be a part hereof from the date of filing of such documents. - 3 - 4 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 filing 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 Delray Beach, State of Florida on December 28, 1998. OFFICE DEPOT, INC. By: /s/ David I. Fuente ------------------------------ David I. Fuente Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 28, 1998.
SIGNATURE CAPACITY /s/ David I. Fuente - ---------------------------------- Chairman of the Board and Chief Executive David I. Fuente Officer (Principal Executive Officer) /s/ John C. Macatee - ---------------------------------- President and Chief Operating Officer and John C. Macatee Director /s/ Barry J. Goldstein - ---------------------------------- Chief Financial Officer and Executive Vice Barry J. Goldstein President-Finance (Principal Financial Officer) /s/ Irwin Helford Vice Chairman and Director - --------------------------------- Irwin Helford /s/ M. Bruce Nelson Corporate Executive Officer and Director - --------------------------------- M. Bruce Nelson /s/ Lee A. Ault, III - --------------------------------- Director Lee A. Ault, III /s/ Neil R. Austrian Director - --------------------------------- Neil R. Austrian
- 4 - 5 /s/ Cynthia R. Cohen Director - --------------------------------- Cynthia R. Cohen /s/ W. Scott Hedrick Director - --------------------------------- W. Scott Hedrick /s/ James L. Heskett Director - --------------------------------- James L. Heskett /s/ Michael J. Myers Director - --------------------------------- Michael J. Myers /s/ Frank P. Scruggs, Jr. - --------------------------------- Director Frank P. Scruggs, Jr. /s/ Peter J. Solomon Director - --------------------------------- Peter J. Solomon - 5 - 6 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION OF EXHIBIT PAGE - ------- ---------------------- ------------ 5.1 Opinion of Kirkland & Ellis ___ 23.1 Independent Auditors Consent ___ 23.2 Consent of Kirkland & Ellis (contained in their opinion ___ filed as Item 5.1)
- 6 - EX-5.1 2 OPINION OF KIRKLAND & ELLIS 1 EXHIBIT 5.1 OPINION OF KIRKLAND & ELLIS 2 To Call Writer Direct 312 861-2000 December 28, 1998 Office Depot, Inc. 2200 Old Germantown Road Delray Beach, FL 33445 Ladies and Gentlemen: We have acted as counsel to you (the "Company") in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") pertaining to the registration under the Securities Act of 1933 of an offering of 2,000 shares of the Company's Common Stock, $0.01 par value (the "Registered Shares") pursuant to the Viking Office Products Employee Share Purchase Plan for Employees of Viking Office Products PTY Ltd. and an additional 125,000 Registered Shares pursuant to the Office Depot, Inc. Long-Term Equity Incentive Plan and Viking Direct Savings Related Share Option Scheme (the foregoing plans are hereinafter referred to as the "Plans"). Subject to the limitations stated in this letter, it is our opinion that Registered Shares issued by the Company for purchase under the Plans will upon such delivery and receipt by the Company of all consideration owed to the Company under the terms of the Plans be validly issued, fully paid and nonassessable. We have relied without independent investigation upon an assurance from the Company's Secretary that the number of shares which the Company is authorized to issue in its Certificate of Incorporation exceeds the number of shares outstanding and the number of shares which the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than issuance in connection with options granted under the Plans by at least the number of shares which may be issued in connection with the Plans, and we have assumed that such condition will remain true at all future times relevant to this opinion. We have assumed that the Company will cause certificates representing Registered Shares issued in the future to be properly executed and delivered and will take all other actions appropriate for the issuance of such shares. We express no opinion regarding any shares reacquired by the Company after initial issuance. Our opinion does not cover any law other than the Delaware Corporation Law. 3 Office Depot, Inc. December 28, 1998 Page 2 We do not find it necessary for the purposes of this opinion, and accordingly do not purport to cover herein, the application of securities or "Blue Sky" laws of the various states to the offer or sale of the Registered Shares. We consent to the filing of this letter as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely yours, /s/ KIRKLAND & ELLIS KIRKLAND & ELLIS EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT 2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Office Depot, Inc. on Form S-8 of our report dated February 12, 1998 appearing in the Annual Report on Form 10-K of Office Depot, Inc. for the year ended December 27, 1997. /s/ DELOITTE & TOUCHE LLP Certified Public Accountants Miami, Florida December 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----