1
As filed with the Securities and Exchange Commission on January 30, 1995
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)
OFFICE DEPOT, INC. STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
(Full title of the plan)
MR. BARRY J. GOLDSTEIN
OFFICE DEPOT, INC.
2200 OLD GERMANTOWN ROAD
DELRAY BEACH, FLORIDA 33445
(407) 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
(312) 861-2000
CALCULATION OF REGISTRATION FEE
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
Common Stock, $.01 par
value per share 6,000,000 $25.25 $151,500,000.00 $52,241.00
(1) 14,950,008 shares of the registrant's Common Stock issued or to be
issued pursuant to the plan, formerly known as the Office Depot, Inc.
Amended 1989 Employees Stock Option Plan, were previously registered
on Form S-8 based on a total number of 3,322,224 shares registered as
of May 22, 1992; adjustment for a two-for-one stock split on May 22,
1992; adjustment for a three-for-two stock split on June 4, 1993; and
adjustment for a three-for-two stock split on June 17, 1994.
(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 January 24, 1995.
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INCORPORATION BY REFERENCE
This Registration Statement relates to 6,000,000 shares of Common Stock,
$.01 par value (the "Common Stock"), of Office Depot, Inc. (the "Company") to
be offered pursuant to the Office Depot, Inc. Stock Option and Stock
Appreciation Rights Plan, formerly the Office Depot, Inc. Amended 1989
Employees Stock Option Plan (the "Plan"). The following registration
statements on Form S-8 have previously been filed with the Securities Exchange
Commission for shares of the Company's Common Stock issued or to be issued
pursuant to the Plan and their contents are incorporated herein by reference:
Registration No. 33-26972 covering 1,222,224 shares
Registration No. 33-40057 covering 1,600,000 shares
Registration No. 33-47201 covering 500,000 shares
All documents subsequently filed by the Company pursuant to Section
13(a), 13(3), 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.
In addition to the documents incorporated generally by reference to the
foregoing, the documents below are specifically incorporated by reference in
this Registration Statement:
(a) Registration Statement on Form S-1 (Registration No.
33-53579).
(b) Report on Form 8-K filed on January 19, 1995.
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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 January 25,
1995.
OFFICE DEPOT, INC.
By: /s/ David I. Fuente
------------------------------------
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 January 25, 1995.
Signature Capacity
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/s/ David I. Fuente Chairman of the Board and Chief Executive
-------------------------------- Office (Principal Executive Officer)
David I. Fuente
/s/ Barry J. Goldstein Chief Financial Officer and Executive Vice
--------------------------------- President-Finance (Principal Financial
Barry J. Goldstein Officer)
/s/ Mark D. Begelman Director
---------------------------------
Mark D. Begelman
/s/ Denis Defforey Director
---------------------------------
Denis Defforey
/s/ W. Scott Hedrick Director
---------------------------------
W. Scott Hedrick
/s/ John B. Mumford Director
---------------------------------
John B. Mumford
/s/ Michael J. Myers Director
---------------------------------
Michael J. Myers
/s/ Peter J. Solomon Director
---------------------------------
Peter J. Solomon
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/s/ Alan L. Wurtzel Director
----------------------------
Alan L. Wurtzel
Director
/s/ Cynthia C. Turk
----------------------------
Cynthia C. Turk
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBIT PAGE*
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4.1 Office Depot, Inc. Stock Option and Stock
Appreciation Rights Plan, Amended and
Restated Effective as of May 18, 1994
5.1 Opinion of Kirkland & Ellis
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Kirkland & Ellis (contained in
their opinion filed as Item 5.1)
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EXHIBIT 4.1
2
OFFICE DEPOT, INC.
STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
Amended and Restated Effective as of May 18, 1994
1. Plan. Options to purchase shares of the Company's Common
Stock ("Options") and rights to earn compensation for the future performance of
the Company's Common Stock ("SARs") may be granted to such key employees of the
Company and its subsidiaries as may be selected by the Committee.
2. Limitation on Aggregate Shares. The number of shares of
Common Stock with respect to which Options and SARs may be granted under this
Plan and which may be issued upon the exercise thereof shall not exceed, in the
aggregate, 14,142,136; provided, that if any Options or SARs granted under this
Plan expire unexercised or unpaid or are cancelled, terminated or forfeited in
any manner without the issuance of Common Stock thereunder, the shares with
respect to which such Options or SARs were granted shall be available under
this Plan. Such shares of Common Stock may be either authorized and unissued
shares, treasury shares or a combination thereof, as the Committee shall
determine.
3. Stock Options.
(a) Options. The Committee shall have the authority to award
Options to Grantees and to determine the dates Options are granted, the number
of shares of Common Stock subject to Options, the Option prices and the
duration of Options. Options to be granted under this Plan may be incentive
stock options within the meaning of Section 422 of the Code ("ISOs") or in such
other form, consistent with this Plan, as the Committee may determine
("Nonqualified Options"). Subject to the terms of this Plan, Each Option
granted under this Plan shall state whether or not it is an ISO; provided, that
any Option granted under this Plan that does not state that it is an ISO shall
not be deemed to be an ISO.
(b) Option Price. The Option price per share of Common Stock
shall be fixed by the Committee at not less than 100% of the fair market value
of a share of Common Stock on the date of grant; provided, that if an Option
which is intended to be an ISO is granted to a Grantee who at the time such
Option is granted owns capital stock of the Company representing over 10% of
the total voting power of all classes of the Company's capital stock, the
Option price per share of Common Stock shall be fixed by the Committee at not
less than 110% of the fair market value of a share of Common Stock on the date
of grant.
(c) Term of Options. No ISO shall be made exercisable more than
ten years after the date of grant and, except as otherwise provided in
paragraph 6(d), no Nonqualified Stock Option shall be made exercisable more
than ten years after the date of grant; provided, that if an Option which is
intended to be an ISO is granted to a Grantee who at the time such Option is
granted owns capital stock of the Company representing over 10% of the total
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voting power of all classes of the Company's capital stock, such Option shall
not be made exercisable more than five years after the date of grant.
(d) Exercise of Options. Options shall be exercised by written
notice to the Company (to the attention of the Corporate Secretary) accompanied
by payment in full of the Option price. Payment of the Option price may be
made, at the discretion of the Optionee, (i) in cash (including check, bank
draft or money order), (ii) by delivery of Common Stock (valued at the fair
market value thereof on the date of exercise) or (iii) by delivery of a
combination of cash and Common Stock; provided, that the Committee may, in any
instance, in order to prevent any possible violation of law, require the Option
price to be paid in cash; and provided, further, that the right to deliver
Common Stock in payment of the Option price may be limited or denied in any
Option agreement.
(e) Conditions and Limitations on Exercise. Options may be made
exercisable in one or more installments, upon the happening of certain events,
upon the passage of a specified period of time or upon the fulfillment of a
condition, as the Committee shall decide in each case when the Option is
granted. If an Option is intended to be an ISO, the aggregate fair market
value on the date of grant of the Common Stock with respect to which such
Option, and all other ISOs granted to the same Grantee by the Company and any
parent and subsidiary corporations, is exercisable for the first time during
any calendar year shall not exceed $100,000. No Option shall be exercisable
earlier than one year after the date of grant, except as otherwise provided in
paragraphs 6(d), (i) and (j).
(f) Financing. The Company may extend and maintain, or arrange
for the extension and maintenance of, financing to any Grantee to purchase
shares pursuant to exercise of an Option on such terms as may be approved by
the Committee in its sole discretion. In considering the terms for extension
or maintenance of credit by the Company, the Committee shall, among other
factors, consider the cost to the Company of any financing extended by the
Company.
(g) Disqualifying Dispositions. The Grantee shall give prompt
notice to the Company of any disposition of Common Stock acquired upon exercise
of an ISO (and such information regarding such disposition as the Company may
reasonably request) if such disposition occurs within either two years after
the date of grant or one year of the receipt of such Common Stock by the
Grantee.
4. SARs Attached to Options.
(a) SARs. The Committee may award an SAR with respect to any
shares covered by any Option granted under this Plan. Except as otherwise
provided in this paragraph 4, the terms and procedures set out in paragraph 5
shall be applicable to SARs with respect to shares covered by a related Option.
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(b) Terms and Conditions. Each SAR shall be subject to the
same terms and conditions as the related Option with respect to date of
expiration, limitations on transferability and eligibility to exercise. When
an SAR is awarded with respect to shares covered by a related ISO, such SAR
may be exercised only when the Option is exercisable. The exercise of an SAR
awarded with respect to shares covered by a related ISO must have the same
economic and tax consequences to the Grantee as the exercise of the Option
followed by an immediate sale of the Option shares.
(c) Exercise. Upon the exercise of an SAR, the related Option
shall cease to be exercisable as to the shares with respect to which such right
was exercised and the related Option shall be considered to have been exercised
to that extent. Upon the exercise or expiration date of a related Option, the
SAR granted with respect thereto shall terminate.
(d) Extension. Any extension of the expiration date of a
Nonqualified Option shall also extend the related SAR, and any acceleration of
the exercise date of an Option shall likewise accelerate the exercise date of
the related SAR.
5. SAR Awards
(a) SARs. The Committee shall have authority to award SARs to
Grantees and to determine the number of SARs to be awarded to each Grantee. The
amount of additional compensation that may be received pursuant to the award of
one SAR is the excess of the Fair Market Value of one share of Common Stock at
the Appreciation Date over that on the date the SAR was awarded.
(b) Payment Terms. The Committee shall have sole discretion to
determine whether payment of SARs shall be made wholly in cash, wholly in
shares of Common Stock or by a combination of cash and shares of Common Stock.
In the event no action is taken by the Committee to determine the method of
payment, the amount due shall be paid half in cash and half in shares of Common
Stock. In the event that a payment is made to a Grantee pursuant to an SAR in
whole or in part in the form of shares of Common Stock, the shares shall be
valued at their Fair Market Value on the Appreciation Date. In the event shares
of Common Stock are issued, the Committee shall fix the amount of consideration
represented by the past services performed by the Grantee with respect to such
shares.
(c) Appreciation Date. A Grantee may designate an Appreciation
Date by filing an irrevocable written notice with the Company (to the attention
of the Corporate Secretary) specifying the Appreciation Date, the number of
SARs to which the Appreciation Date relates, and the date on which such SARs
were awarded; provided, that the designation of an Appreciation Date shall be
made in accordance with Rule 16b-3(e)(3) of the Exchange Act (as such rule may
be amended from time to time.
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(d) Expiration Date. Except as otherwise provided in the case
of SARs granted in connection with Options, the SAR expiration date shall be a
date designated by the Committee which is not later than ten years after the
date on which the SAR was awarded. On the SAR expiration date, the SAR shall
terminate, the amount of additional compensation represented thereby shall
become zero and all rights relating to the SAR shall expire.
6. Plan Conditions.
(a) Agreements. Options and SARs granted under this Plan shall
be subject to such terms and conditions and evidenced by agreements in such
form as shall be determined from time to time by the Committee and as are
consistent with this Plan.
(b) Employment Rights. This Plan shall not create any
employment rights in any Grantee and the Company shall have no liability for
terminating the employment of a Grantee before the exercise date of any Option
or before the Grantee becomes entitled to designate an Appreciation Date with
respect to any SAR.
(c) Rights as a Stockholder. A Grantee of an Option, an SAR
or a transferee of such Grantee shall have no rights as a stockholder with
respect to any shares of Common Stock until the issuance of a stock
certificate for such shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash securities, or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued.
(d) Termination of Employment. Any Option or SAR shall be
exercisable only during the holder's employment by the Company or any
subsidiary of the Company, except that in the Committee's discretion, an Option
or an SAR may be exercisable for a period of up to two years after retirement
or death while an employee of the Company or any subsidiary of the Company, and
up to three months after the termination of such employment for any other
reason. An Option may be exercised after the termination of a Grantee's
employment with the Company for any reason (i) only to the extent that the
holder was entitled to do so on the date of termination (except that the
Committee may, in its discretion, include in any Option an acceleration of such
Option in the event of the holder's death or retirement) and (ii) only to the
extent that the Option would not have expired had the holder continued to be
employed by the Company or a subsidiary of the Company (except that the
Committee may, in its discretion, permit Nonqualified Options to be exercisable
within three months after a holder's death where the holder died prior to its
expiration). The Committee may, in its discretion, determine that an authorized
leave of absence shall be deemed to satisfy this Plan's employment
requirements.
(e) Listing, Registration, and Compliance with Laws and
Regulations. Each Option and SAR shall be subject to the
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requirement that if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
subject to the Option or SAR upon any securities exchange or under any state or
federal securities or other law or regulation, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to
or in connection with the award of such Option or SAR or the purchase or
issuance of shares thereunder, no such Option or SAR may be exercised or paid
in Common Stock, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. The holder of such Option or
SAR will supply the Company with such certificates, representations and
information as the Company shall request and shall otherwise cooperate with the
Company in obtaining such listing, registration, qualification, consent or
approval. In the case of officers and other persons subject to Section 16(b)
of the Exchange Act, the Committee may at any time impose any limitations upon
the exercise of an Option or SAR or the purchase or issuance of shares
thereunder that, in the Committee's discretion, are necessary or desirable in
order to comply with Section 16(b) and the rules and regulations thereunder.
If the Company, as part of an offering of securities or otherwise, finds it
desirable because of federal or state regulatory requirements to suspend or
reduce the period during which any Options or SARs may be exercised, the
Committee may, in its discretion and without the holders' consent, so reduce
such period on not less than 15 days' written notice to the holders thereof.
(f) Cash Payments. Nonqualified Options may, in the Committee's
discretion, provide that in connection with exercises thereof the holder
thereof will receive cash payments in the amounts necessary to reimburse such
holder for such holder's income tax liability on the sum of (i) in the case of
an Option exercise, the number of shares as to which the Option is exercised
multiplied by the excess of the fair market value of a share of Common Stock
(on the date such holder recognizes taxable income) over the Option price, and
(ii) payments made pursuant to this paragraph 6(f).
(g) Nontransferability of Options and SARs. Options and SARs
may not be transferred other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order, as defined by
Section 1 et seq. of the Code, Title I of ERISA or the rules thereunder. Only
the Grantee or in the event of his death, his legal representative or
beneficiary, may exercise Options, designate Appreciation Dates and receive
cash payments and deliveries of shares or otherwise exercise rights under this
Plan. No transfer by will or by the laws of descent and distribution shall be
effective to bind the Company unless the Committee shall have been furnished
with a copy of the deceased Grantee's will or such other evidence as the
Committee may deem necessary to establish the validity of the transfer.
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(h) Adjustment for Change in Common Stock. In order to prevent
the dilution or enlargement of rights under Options, in the event of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation or other change in the Common Stock, the
Committee shall make appropriate changes in the number and type of shares or
other consideration represented by Options and SARs outstanding under this Plan
and the prices specified therein.
(i) Sale of the Company. In the event of a merger of the
Company with or into another corporation constituting a change of control (as
determined by the Committee), a sale of all or substantially all of the
Company's assets or a sale of a majority of the Company's outstanding voting
securities (a "Sale of the Company"), the Committee may stipulate, in its sole
discretion, that any one or more of the following conditions shall apply: (i)
the Options or SARs shall become immediately exercisable by any participants
who are employed by the Company or any of its subsidiaries at the time of the
Sale of the Company and that such Options or SARs shall terminate if not
exercised prior to the date of the Sale of the Company or other prescribed
period of time; (ii) the Options or SARs shall be assumed by the successor
corporation or a parent of such successor corporation; or (iii) substantially
equivalent Options or SARs shall be substituted by the successor corporation or
a parent of such successor corporation.
(j) Liquidation or Dissolution. In the event of the liquidation
or dissolution of the Company, Options and SARs shall terminate immediately
prior to the liquidation or dissolution unless the Committee, in its sole
discretion, stipulates that Options and SARs shall terminate at a fixed date
and shall become immediately exercisable.
(k) Taxes.
(i) Whenever shares are to be issued or delivered pursuant to
this Plan, the Company shall have the right, in its sole discretion, to either
(A) require the Grantee to remit to the Company or (B) withhold from any
salary, wages or other compensation payable by the Company to the Grantee, an
amount sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. Whenever payments are to be made in cash, such payments shall be net
of an amount sufficient to satisfy federal, state and local withholding tax
requirements and authorized deductions.
(ii) With respect to shares received by a Grantee pursuant to
the exercise of an ISO, if such Grantee disposes of any such shares within two
years from the date of grant of such Option or within one year after the
transfer of such shares to the Grantee, the Company shall have the right to
withhold from any
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salary, wages or other compensation payable by the Company to the Grantee an
amount sufficient to satisfy federal, state and local withholding tax
requirements attributable to such disposition.
7. Administration.
(a) The Committee. This Plan shall be administered by the
Committee. The Committee shall consist of two or more directors designated by
the Board of Directors who shall meet the eligibility conditions provided in
Rule 16b-3(b)(2) of the Exchange Act (as such rule may be amended from time to
time). The Committee may act by a majority of a quorum present at a meeting or
by an instrument executed by all of its members. All actions taken and
decisions made by the Committee pursuant to this Plan shall be binding and
conclusive on all persons interested in this Plan.
(b) Interpretation. The Committee shall have full power to
construe and interpret this Plan and Options and SARs granted hereunder, to
establish and amend rules for its administration, to correct any defect or
omission and to reconcile any inconsistency in this Plan or in any Option or
SAR granted hereunder to the extent the Committee deems desirable to carry this
Plan or any Option or SAR granted hereunder into effect.
(c) Amendment of Options and SARs. The Committee shall have
the authority to advance (i) the date on which an Option shall become
exercisable by the Grantee and (ii) the Grantee's right to designate an
Appreciation Date for any SAR; provided, that no Option shall be exercised and
no Appreciation Date shall be designed by an officer or director of the Company
until the expiration of one year from the date of grant. The Committee may,
with the consent of the person entitled to exercise any outstanding Option or
SAR, amend such Option or SAR, including, without limitation, reducing the
exercise price of any Option or the Fair Market Value of the Common Stock on
the date the SAR was awarded to not less than the fair market value of the
Common Stock at the time of the amendment and extending the duration thereof so
long as it is not more than ten years from the time of the amendment.
(d) Funding. No provision of this Plan shall require or permit
the Company, for the purpose of satisfying any obligations under the Plan, to
purchase assets or place any assets in a trust or other entity to which
contributions are made or otherwise to segregate any assets, nor shall the
Company maintain separate bank accounts, books, records or other evidence of
the existence of a segregated or separately maintained or administered fund for
such purposes. Grantees shall have no rights under the Plan other than as
unsecured general creditors of this Company.
8. Definitions. "Appreciation Date" means the date designated
by a Grantee of an SAR for measurement of the appreciation of such SAR. "The
Code" means the Internal Revenue Code of 1986, as amended. "Committee" means a
Committee of the
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Company's Board of Directors designated by the Company's Board of Directors.
"Common Stock" means shares of the Company's Common Stock, $.01 par value, or
such other shares as are substituted pursuant to paragraph 6(i) or (j). "The
Company" means Office Depot, Inc. "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended. "Exchange Act" means the Securities Exchange
Act of 1934, as amended. The "fair market value" of the Common Stock on any
given date means (a) the mean between the highest and lowest reported sale
prices on the New York Stock Exchange--Composite Transactions Table (or, if not
so reported, on any domestic stock exchanges on which the Common Stock is then
listed); or (b) if the Common Stock is not listed on any domestic stock
exchange, the closing sales price or the mean between the closing high bid and
low asked prices as reported by the National Association of Securities Dealers
Automated Quotation System (or, if not so reported, by the system then regarded
as the most reliable source of such quotations); or (c) if the Common Stock is
listed on a domestic exchange or quoted in the domestic over-the-counter
market, but there are no reported sales or quotations, as the case may be, on
the given date, the value determined pursuant to (a) or (b) using the reported
sale prices or quotations on the last previous date on which so reported; or
(d) if none of the foregoing clauses apply, the fair value as determined in
good faith by the Committee. "Grantee" means any individual who is awarded
Options or SARs under this Plan. The term "key employees" shall mean officers
and employees of the Company and its subsidiaries and shall exclude directors
who are not otherwise employees of the Company. "Retirement" means voluntary
withdrawal from employment with the Company and its subsidiaries on or after
attaining the age of 62 years, without succeeding full time employment, or in
the event the Company or any subsidiary of the Company establishes a pension
plan, retirement pursuant to the terms of any such pension plan. "Subsidiary"
means any corporation in which the Company owns, directly or indirectly, stock
possessing 50% or more of the total combined voting power.
9. Termination and Amendment. At any time the Committee may
suspend or terminate this Plan and make such additions or amendments as it
deems advisable; provided, that such additions or amendments are made in
compliance with Rule 16b-3 of the Exchange Act and Section 422 of the Code (as
such provisions may be amended from time to time). No Options shall be granted
hereunder after February 2, 1999.
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EXHIBIT 5.1
2
To Call Writer Direct
312 861-2000
January 27, 1995
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 up to 6,000,000 shares of the Company's Common Stock, $0.01 par
value (the "Registered Shares") pursuant to the Office Depot, Inc. Stock Option
and Stock Appreciation Rights Plan (the "Plan").
Subject to the limitations stated in this letter, it is our
opinion that Registered Shares issued by the Company upon exercise of any
option duly authorized and granted under the Plan will upon such delivery and
receipt by the Company of all consideration owed to the Company under the terms
of that option and the Plan 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 Plan by at
least the number of shares which may be issued in connection with the Plan, 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.
January 27, 1995
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
of "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,
KIRKLAND & ELLIS
1
EXHIBIT 23.1
2
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 8, 1994 (January 10, 1995 as to the effects of the business
combinations and stock split described in Note L), appearing in the Report on
Form 8-K of Office Depot, Inc. dated January 16, 1995.
Deloitte & Touche LLP
Ft. Lauderdale, Florida
January 26, 1995
