-----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, UOsQKtYX+01KtBXxVD0js3dOe0d9eaExnFhs9/e4vRKbsRubIYNFD3Y4pWaEHi5L SdOoxu1P1GSgc1q+hlAoSQ== 0000927356-97-001418.txt : 19971121 0000927356-97-001418.hdr.sgml : 19971121 ACCESSION NUMBER: 0000927356-97-001418 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971120 EFFECTIVENESS DATE: 19971120 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: POS462B SEC ACT: SEC FILE NUMBER: 333-35559 FILM NUMBER: 97725126 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 POS462B 1 462B As filed with the Securities and Exchange Commission on November 20, 1997. Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ CORPORATE EXPRESS, INC. (Exact Name of Registrant as Specified in Its Charter) Colorado 5112 84-0978360 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 1 Environmental Way Broomfield, Colorado 80021-3416 (303) 664-2000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) JIRKA RYSAVY Chief Executive Officer Corporate Express, Inc. 1 Environmental Way Broomfield, Colorado 80021-3416 (303) 664-2000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ----------------- Copies to: GERALD J. GUARCINI, ESQ. KENNETH M. DORAN, ESQ. Ballard Spahr Andrews & Ingersoll Gibson Dunn & Crutcher LLP 1735 Market Street, 51st Floor 333 South Grand Avenue Philadelphia, Pennsylvania 19103-7599 Los Angeles, California 90071-3197 (215) 665-8500 (213) 229-7000 ----------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this Registration Statement and the effective time of the merger (the "Merger") of IDD Acquisition Corp., a wholly owned subsidiary of Corporate Express, Inc., into Data Documents Incorporated as described in the Agreement and Plan of Merger, dated as of September 10, 1997 (the "Merger Agreement"), attached as Appendix I to the Proxy Statement and Prospectus forming a part of this Registration Statement. ------------------------------ If the securities being registered on this form are being offered in connection with the formation of a holding company and are in compliance with General Instruction G, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-35559 If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] _______ ------------------------------
====================================================================================================================== Title of Each Class of Proposed Maximum Proposed Maximum Securities to Be Amount to Offering Price Aggregate Amount of Registered Be Registered(1) Per Share Offering Price(2) Registration Fee(2) - ---------------------------------------------------------------------------------------------------------------------- Common Stock ($.0002 par value) 1,162,370 N/A $17,435,550 $5,283.50 ======================================================================================================================
(1) Represents the maximum number of shares of Corporate Express, Inc. Common Stock, par value $.0002 per share, to be issued pursuant to the Merger Agreement in exchange for all of the issued and outstanding shares of Common Stock of Data Documents Incorporated or reserved for issuance pursuant to stock options or warrants. (2) Pursuant to Rule 457(f), the registration fee was computed on the basis of the market value of the Common Stock of Data Documents Incorporated to be exchanged in the Merger, computed in accordance with Rule 457(c) on the basis of the average of high and low prices per share of such stock on The Nasdaq National Market on November 14, 1997. STATEMENTS INCORPORATING BY REFERENCE THE CONTENTS OF REGISTRATION STATEMENT NO. 333-35559 The Registrant hereby incorporates by reference the contents of Registration Statement No. 333-35559 (the "Registration Statement") declared effective on October 24, 1997 and Post-Effective Amendment No. 1 to the Registration Statement declared effective on November 14, 1997. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant 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 19, 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 on November 19, 1997 by the following persons in the capacities indicated. Each person whose signature appears below hereby authorizes and appoints Jirka Rysavy, Robert L. King and Gary N. Jacobs, and any one of them, as his or her attorneys-in-fact, to sign and file on his or her behalf, in the capacities stated below, any and all pre-effective amendments and post-effective amendments to this Registration Statement.
Signature Title Date --------- ----- ---- /s/ Jirka Rysavy Chairman of the Board and Chief November 19, 1997 - --------------------------- Executive Officer (Principal Executive Jirka Rysavy Officer) /s/ Robert L. King President, Chief Operating Officer and November 19, 1997 - --------------------------- Director Robert L. King /s/ Sam R. Leno Executive Vice President and Chief November 19, 1997 - --------------------------- Financial Officer (Principal Financial Sam R. Leno Officer) /s/ Joanne C. Farver Vice President and Controller November 19, 1997 - --------------------------- (Principal Accounting Officer) Joanne C. Farver /s/ Janet A. Hickey Director November 19, 1997 - --------------------------- Janet A. Hickey /s/ James P. Argyropoulos Director November 19, 1997 - --------------------------- James P. Argyropoulos /s/ Mo Siegel Director November 19, 1997 - --------------------------- Mo Siegel
PAGE> EXHIBIT INDEX 5.1 Opinion of Ballard Spahr Andrews & Ingersoll as to validity of shares of Corporate Express Common Stock bring registered 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Deloitte & Touche L.L.P. EX-5.1 2 OPINION OF BALLARD SPAHR, ANDREWS & INGERSOLL Exhibit 5.1 [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE] November 19, 1997 Corporate Express, Inc. 325 Interlocken Parkway Broomfield, CO 80021 Ladies and Gentlemen: We have acted as your counsel in connection with the proposed issuance of shares of common stock in connection with the proposed merger (the "Merger") pursuant to which IDD Acquisition Corp., a wholly owned subsidiary of Corporate Express, Inc. (the "Company"), will be merged with and into Data Documents Incorporated and pursuant to which Data Documents Incorporated will become a wholly owned subsidiary of the Company, as more fully described in the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on the date hereof and relating to such additional shares of common stock pursuant to Rule 462(b) under the Securities Act of 1933, as amended. In this connection, we have examined and relied upon such corporate records and other documents, instruments and certificates and have made such other investigation as we deemed appropriate as the basis for the opinion set forth below. Based upon the foregoing, we are of the opinion that the additional shares of common stock to be issued by you have been duly authorized and, when duly executed, delivered and paid for in accordance with the terms of the Merger, and upon satisfaction of all applicable conditions, will be duly and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to Corporate Express, Inc. November 19, 1997 Page 2 this firm under the caption "Legal Matters" in the Proxy Statement and Prospectus forming a part thereof. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll EX-23.2 3 CONSENT OF COOPERS & LYBRAND L.L.P. Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Corporate Express, Inc. on Form S-4 (the "Registration Statement") of our report dated April 18, 1997 on our audits of the consolidated financial statements and financial statement schedule of Corporate Express, Inc. as of March 1, 1997 and March 2, 1996, and for the years ended March 1, 1997, March 2, 1996 and February 25, 1995. We also consent to the reference to our Firm under the caption "Experts". /s/ COOPERS & LYBRAND L.L.P. Denver, Colorado November 19, 1997 EX-23.3 4 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the use in this Registration Statement of Corporate Express, Inc. on Form S-4 filed pursuant to Rule 462(b) of our reports to Data Documents Incorporated dated February 6, 1997, appearing in the Prospectus, which is a part of such Registration Statement, and to the references to us under the headings "Selected Financial Data" and "Experts" in such Prospectus. DELOITTE & TOUCHE LLP Omaha, Nebraska November 19, 1997 -----END PRIVACY-ENHANCED MESSAGE-----