-----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, U0bKHbLmlsZi2F8TAYODM0QATEPgYv3BX02/Ps8AOzzt601j1lSmsc0pEPtu3v0U rUuLU4pNb8LB8HlRyGZdFg== 0001036050-97-000737.txt : 19970912 0001036050-97-000737.hdr.sgml : 19970912 ACCESSION NUMBER: 0001036050-97-000737 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970909 EFFECTIVENESS DATE: 19970909 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: S-8 SEC ACT: SEC FILE NUMBER: 333-35233 FILM NUMBER: 97677600 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 9, 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. 401(k) Retirement Plan -------------------------------------------- (FULL TITLE OF THE PLAN) 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 1,000,000(2) $16.875 $16,875,000 $5,113.64 - --------------------------------------------------------------------------------
(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 September 2, 1997, as reported on the Nasdaq National Market. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. 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. 401(k) Retirement 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 or the Plan 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) 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 The Registrant. 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 September 3, 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 September 3, 1997 - ----------------- and Chief Executive Jirka Rysavy Officer (Principal executive officer) /s/ Robert L. King President, Chief September 3, 1997 - -------------------- Operating Officer and Robert L. King Director
II-6 /s/ Sam R. Leno Executive Vice President September 3, 1997 - ------------------------- and Chief Financial Sam R. Leno Officer (Principal financial officer) /s/ Joanne C. Farver Vice President and September 3, 1997 - ------------------------- Controller (Principal Joanne C. Farver accounting officer) /s/ Janet A. Hickey Director September 3, 1997 - ------------------------- Janet A. Hickey /s/James P. Argyropoulos Director September 3, 1997 - ------------------------- James P. Argyropoulos /s/ Mo Siegel Director September 3, 1997 - ------------------------- Mo Siegel
II-7 The Plan. Pursuant to the requirements of the Securities Act of 1933, -------- the trustees (or other persons who administer the employee benefit plan) have 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 September 3, 1997. CORPORATE EXPRESS, INC. 401(k) RETIREMENT PLAN By: /s/ John O'Loughlin --------------------------- John O'Loughlin Vice President of Human Resources 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) EX-5.1 2 OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL EXHIBIT 5.1 [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE] September 9, 1997 Corporate Express, Inc. 1 Environmental Way Broomfield, CO 80021-3416 Re: Corporate Express, Inc. 401(k) Retirement Plan Registration Statement on Form S-8 ---------------------------------------------- Ladies and Gentlemen: We have acted as counsel to Corporate Express, Inc. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of interests (the "Interests") in the Corporate Express, Inc. 401(k) Retirement Plan (the "Plan") and 1,000,000 shares of common stock of the Company, par value $.0002 per share (the "Shares"), issuable thereunder. In rendering our opinion, we have reviewed the Plan and such certificates, documents, corporate records and other instruments as in our judgement are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based upon the foregoing, we are of the opinion that (i) the Interests created pursuant to the Plan will be legal and binding obligations of the Company and (ii) the Shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll EX-23.1 3 CONSENT OF COOPERS & LYBRAND LLP [COOPERS & LYBRAND LETTERHEAD APPEARS HERE] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Corporate Express, Inc. on Form S-8 (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. /s/ Coopers & Lybrand L.L.P. Denver, Colorado September 5, 1997 -----END PRIVACY-ENHANCED MESSAGE-----