-----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, JXaED+8uTz7xeklsPdpV3xUGlElXlbAIRw5d0v5sZSUtIdQyjpXGMIZwpHYo2zvV mgSWncelY3y0D3Hw3lRTew== 0000927356-97-001388.txt : 19971117 0000927356-97-001388.hdr.sgml : 19971117 ACCESSION NUMBER: 0000927356-97-001388 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971107 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE EXPRESS INC CENTRAL INDEX KEY: 0000878130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 840978360 STATE OF INCORPORATION: CO FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24642 FILM NUMBER: 97720142 BUSINESS ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 3033732800 MAIL ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 8-K 1 FORM 8-K 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): November 7, 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 November 7, 1997, the Registrant entered into Amendment No. 1 to the 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"), which amendment modified the Merger Agreement to fix the Exchange Ratio (as defined in the Merger Agreement) at 1.1 share of the Registrant's common stock for each share of Data Documents' common stock. A copy of the amendment to the Merger Agreement is attached as Exhibit 2.2 to this Current Report on Form 8-K, and the foregoing summary is qualified in its entirety by reference to such copy of the amendment. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 2.2 Amendment No. 1 dated as of November 7, 1997 to 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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CORPORATE EXPRESS, INC. (Registrant) /s/ Richard L. Millett, Jr. ------------------------------------------ Date: November 14, 1997 By: Richard L. Millett, Jr. Title: Vice President, General Counsel EX-2.2 2 AMENDMENT #1 TO AGREEMENT AND PLAN OF MERGER EXHIBIT 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1. dated as of November 7, 1997 ("Amendment No. 1") to the Agreement and Plan of Merger, dated as of September 10, 1997 (the "Agreement"), is by and among Corporate Express, Inc., a Colorado corporation ("Parent"), IDD Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Subsidiary"), and Data Documents Incorporated, a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, Parent, Subsidiary and the Company executed and delivered the Agreement; and WHEREAS, Parent, Subsidiary and the Company wish to amend certain terms of the Agreement so as to fix the Exchange Ratio (as defined therein). NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein and in the Agreement, the parties hereto, intending to be legally bound, agree as follows: SECTION 1. AMENDMENT TO SUBSECTIONS 3.1(A) AND (B). Subsections 3.1(a) and (b) of the Agreement are hereby amended and restated as follows: (a) each share of the Company's Common Stock, par value $.001 per share (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time, except any Non-Converting Shares (as defined in Section 3.1(c)), shall be converted into the right to receive consideration (the "Merger Consideration") equal to that number of shares of common stock, par value $.0002 per share, of Parent ("Parent Common Stock"), which is determined by multiplying the Exchange Ratio (as defined below) by the number of shares of Company Common Stock held by such Company stockholder on the Closing Date (as defined in Section 3.5). The "Exchange Ratio" shall equal 1.1 shares of Parent Common Stock for each share of Company Common Stock outstanding at the time of the Merger. (b) The Parent Common Stock is listed on the Nasdaq National Market ("Nasdaq"). SECTION 2. AMENDMENT TO SUBSECTION 7.6(B). Subsection 7.6(b) of the Agreement is hereby amended by deleting the last sentence of that subsection since it relates to prior Section 3.1(b)(i) of the Agreement. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 2 IN WITNESS WHEREOF, Parent, Subsidiary and the Company have caused this Amendment No. 1 to the Agreement to be signed by their respective officers as of the date first written above. CORPORATE EXPRESS, INC. By: /s/Richard L. Millett, Jr. ----------------------------------- Richard L. Millett, Jr. Vice President, General Counsel IDD ACQUISITION CORP. By: /s/Richard L. Millett, Jr. ----------------------------------- Richard L. Millett, Jr. Vice President, General Counsel DATA DOCUMENTS INCORPORATED By: /s/Walter J. Kearns ----------------------------------- Walter J. Kearns Chief Executive Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----