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As filed with the Securities and Exchange Commission on _____________
Registration No. _________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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
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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)
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Common Stock, $.01 127,000
par value per share shares $36.25 $4,603,750.00 $1,279.84
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(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.
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(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.
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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.
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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
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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
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Irwin Helford
/s/ M. Bruce Nelson Corporate Executive Officer and Director
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M. Bruce Nelson
/s/ Lee A. Ault, III
- --------------------------------- Director
Lee A. Ault, III
/s/ Neil R. Austrian Director
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Neil R. Austrian
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/s/ Cynthia R. Cohen Director
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Cynthia R. Cohen
/s/ W. Scott Hedrick Director
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W. Scott Hedrick
/s/ James L. Heskett Director
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James L. Heskett
/s/ Michael J. Myers Director
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Michael J. Myers
/s/ Frank P. Scruggs, Jr.
- --------------------------------- Director
Frank P. Scruggs, Jr.
/s/ Peter J. Solomon Director
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Peter J. Solomon
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBIT PAGE
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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)
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EXHIBIT 5.1
OPINION OF KIRKLAND & ELLIS
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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.
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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
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
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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
