-----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, SfoCxkR1IZsn4wT5YNcr/pgBGq9I9IVwgResAljp347+8ubIFtYMIJhq0Q4BZCEz BzHitvPa55ki6CUuXjSXww== 0001036050-98-000065.txt : 19980126 0001036050-98-000065.hdr.sgml : 19980126 ACCESSION NUMBER: 0001036050-98-000065 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980123 EFFECTIVENESS DATE: 19980123 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: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44811 FILM NUMBER: 98511952 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 January 23, 1998. 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 INCORPORATION (I.R.S. EMPLOYER OR ORGANIZATION) IDENTIFICATION NO.) 1 Environmental Way Broomfield, Colorado 80021-3416 - --------------------------------------------- ------------------- ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Non-Qualified Stock Option Agreement for Former Optionholder of Data Documents ------------------------------------------------------------------------------ Holdings, Inc. -------------- (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 182,397(2) $8.09 $1,475,592 $435.30 - ---------------------------------------------------------------------------
(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 January 15, 1998, as reported on the Nasdaq National Market. (2) Such number represents additional shares of Common Stock initially issuable upon exercise of options granted under the Non-Qualified Stock Option Agreement for Former Optionholder of Data Documents Holdings, Inc. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover such indeterminate number of shares of Common Stock as may be issued thereunder from time to time by reason of adjustments to prevent dilution resulting from stock splits, stock dividends and similar transactions as described in the Non-Qualified Stock Option Agreement for Former Optionholder of Data Documents Holdings, Inc. Part I and Items 3-7 and 9 of Part II of Corporate Express, Inc.'s Registration Statement on Form S-8 (File No. 333-43193) are incorporated by reference herein pursuant to Instruction E of Form S-8. 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) 24.1 Power of Attorney (previously filed) 1 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 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 January 23, 1998. 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 January 23, 1998 - -------------------- and Chief Executive Jirka Rysavy Officer (Principal executive officer) /s/ Robert L. King President, Chief January 23, 1998 - -------------------- Operating Officer and Robert L. King Director /s/Sam R. Leno Executive Vice January 23, 1998 - -------------------- President Sam R. Leno and Chief Financial Officer (Principal financial officer) 2 /s/ Joanne C. Farver Vice President and January 23, 1998 - ---------------------- Controller (Principal Joanne C. Farver accounting officer) * Director January 23, 1998 - ----------------------- Janet A. Hickey * Director January 23, 1998 - ----------------------- James P. Argyropoulos * Director January 23, 1998 - ----------------------- Mo Siegel *By:/s/Gary M. Jacobs ------------------- Gary M. Jacobs Attorney-in-Fact 3 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) 24.1 Power of Attorney (previously filed) EX-5.1 2 OPINION OF BALLARD SPAHR ADNREWS & INGERSOLL EXHIBIT 5.1 [Ballard Spahr Andrews & Ingersoll Letterhead Appears Here] January 23, 1998 Corporate Express, Inc. 1 Environmental Way Broomfield, CO 80021 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: We have acted as special counsel to Corporate Express, Inc. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of an additional 182,397 shares of common stock of the Company, par value $.0002 per share (the "Shares"), issuable upon the exercise of options granted under the Non-Qualified Stock Option Agreement for Former Optionholder of Data Documents Holdings, Inc. In rendering our opinion, we have reviewed such certificates, documents, corporate records and other instruments as in our judgment 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 on the foregoing, we are of the opinion that the Shares, when issued upon the exercise of options granted under the Non-Qualified Stock Option Agreement for Former Optionholder of Data Documents Holdings, Inc., in accordance with the terms thereof, will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll Ballard Spahr Andrews & Ingersoll EX-23.1 3 CONSENT OF COOPERS & LYBRAND LLP 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 January 22, 1998 -----END PRIVACY-ENHANCED MESSAGE-----