Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
OFFICE DEPOT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-2663954
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 OLD GERMANTOWN ROAD
DELRAY BEACH, FLORIDA 33445
(Address of Principal Executive Offices) (Zip Code)
OFFICE DEPOT, INC.
LONG-TERM EQUITY INCENTIVE PLAN
AND
OFFICE DEPOT, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
DAVID C. FANNIN (561) 438-4800
SENIOR VICE PRESIDENT, GENERAL (Telephone number,
COUNSEL & CORPORATE SECRETARY including area code,
2200 OLD GERMANTOWN ROAD of agent for service)
DELRAY BEACH, FLORIDA
(Name and address of agent for service)
- ---------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- ----------------------------- --------------------- ------------------------ ------------------------- --------------------
Common Stock (par value 18,000,000 shares $6.1875 $111,375,000 $29,403
$.01 per share)(3)
- ----------------------------- --------------------- ------------------------ ------------------------- --------------------
(1)An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plan become operative.
(2)Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common Stock as quoted
on the New York Stock Exchange on June 30, 2000.
(3) Including the related Preferred Share Purchase Rights.
====================================================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The purpose of this Registration Statement is to reflect the
registration of (i) 16,000,000 additional shares of Common Stock to be issued
pursuant to the Office Depot, Inc. Long-Term Equity Incentive Plan and (ii)
2,000,000 additional shares of Common Stock to be issued pursuant to the Office
Depot, Inc. Employee Stock Purchase Plan. The Registration Statements on Form
S-8 filed by Office Depot, Inc. (the "Company") on February 4, 1998 (Reg. No.
333-45591) and June 7, 1999 (Reg. No. 333-80123) with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference.
The following documents heretofore filed by the Company with
the Commission are incorporated herein by reference:
The Company's Annual Report on Form 10-K for the fiscal year
ended December 25, 1999.
The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 25, 2000.
The description of the Company's Common Stock and Preferred
Share Purchase Rights contained in the Company's Form 8-A Registration
Statements for such securities filed with the Commission pursuant to Section 12
of the Securities Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
4(a) Restated Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Exhibit 4.3 to the
Registration's Quarterly Report on Form 10-Q for the quarterly
period ended September 26, 1998).
4(b) By-Laws of the Company, as currently in effect (incorporated
herein by reference to Exhibit 4.4 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 29,
1996).
4(c) Rights Agreement dated as of September 4, 1996 between the
Company and Chase Mellon Shareholders Services, L.L.C., as
Rights Agent (incorporated herein by reference to the
Company's Current Report on Form 8-K filed with the Commission
on September 6, 1996.
5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23(a) Consent of McDermott, Will & Emery (included in its opinion
filed as Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included with the signature page to this
registration statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned 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 Delray Beach, State of
Florida, on the 30th day of June, 2000.
OFFICE DEPOT, INC.
By: /S/ DAVID I. FUENTE
-----------------------
David I. Fuente, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Office Depot, Inc.,
hereby severally constitute David I. Fuente and David C. Fannin and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Office Depot, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 30th day of June, 2000.
SIGNATURES TITLE
/S/ DAVID I. FUENTE Chairman of the Board and Chief
- --------------------------------- Executive Officer (Principal
David I. Fuente Executive Officer)
/S/ IRWIN HELFORD Vice Chairman and Director
- ---------------------------------
Irwin Helford
/S/ M. BRUCE NELSON President - Office Depot International
- --------------------------------- and Director
M. Bruce Nelson
SIGNATURES TITLE
/S/ BARRY J. GOLDSTEIN Executive Vice President - Finance,
- --------------------------------- Chief Financial Officer and
Barry J. Goldstein Treasurer (Principal Financial
Officer)
/S/ CHARLES E. BROWN Senior Vice President - Finance and
- --------------------------------- Controller (Principal Accounting
Charles E. Brown Officer)
/S/ LEE A. AULT, III Director
- ---------------------------------
Lee A. Ault, III
/S/ NEIL A. AUSTRIAN Director
- ---------------------------------
Neil A. Austrian
/S/ CYNTHIA R. COHEN Director
- ---------------------------------
Cynthia R. Cohen
/S/ W. SCOTT HEDRICK Director
- ---------------------------------
W. Scott Hedrick
/S/ JAMES L. HESKETT Director
- ---------------------------------
James L. Heskett
/S/ MICHAEL J. MYERS Director
- ---------------------------------
Michael J. Myers
/S/ FRANK P. SCRUGGS, JR. Director
- ---------------------------------
Frank P. Scruggs, Jr.
/S/ PETER J. SOLOMON Director
- ---------------------------------
Peter J. Solomon
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4(a) Restated Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Exhibit 4.3 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 26, 1998).
4(b) By-Laws of the Company, as currently in effect (incorporated
by reference to Exhibit 4.4 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 29, 1996).
4(c) Rights Agreement dated as of September 4, 1996 between the
Company and Chase Mellon Shareholders Services, L.L.C., as
Rights Agent (incorporated herein by reference to the
Company's Current Report on Form 8-K filed with the Commission
on September 6, 1996.
5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23(a) Consent of McDermott, Will & Emery (included in its opinion
filed as Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included with the signature page to this
registration statement).
Exhibit 5
McDermott, Will & Emery
227 W. Monroe Street
Chicago, Illinois 60606-5096
July 7, 2000
Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, Florida 33445
Ladies and Gentlemen:
We have acted as counsel for Office Depot, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") for the registration under the Securities Act
of 1933, as amended, of an aggregate of 18,000,000 additional shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), of which 16,000
,000 additional shares may be issued pursuant to the Office Depot, Inc.
Long-Term Equity Incentive Plan (the "Incentive Plan") and 2,000,000 additional
shares may be issued pursuant to the Office Depot, Inc. Employee Stock Purchase
Plan (the "ESPP").
We have examined or considered:
1. A copy of the Company's Restated Certificate of Incorporation,
as amended;
2. A copy of the By-Laws of the Company, as currently in effect;
3. Copies of resolutions duly adopted by the Board of Directors
of the Company relating to the additional shares of Common
Stock which may be issued pursuant to the Incentive Plan and
the ESPP, respectively; and
4. A copy of the Incentive Plan and the ESPP.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
We are of the opinion that the Common Stock, when issued pursuant to
and in accordance with the terms of the Incentive Plan or the ESPP, as the case
may be, and against payment of the purchase price therefor as provided for in
the respective plans, will be legally issued, fully paid and nonassessable.
We hereby consent to the reference to our firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Yours very truly,
/s/ McDermott, Will & Emery
SNG:ct
Exhibit 23(b)
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 10, 2000 (March 3,
2000 as to Note J) appearing in the Annual Report on Form 10-K of Office Depot,
Inc. for the year ended December 25, 1999.
/S/ DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
July 5, 2000