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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950135-96-002305.txt : 19960525
<SEC-HEADER>0000950135-96-002305.hdr.sgml : 19960525
ACCESSION NUMBER:		0000950135-96-002305
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19960524
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STAPLES INC
		CENTRAL INDEX KEY:			0000791519
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940]
		IRS NUMBER:				042896127
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0127

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-61655
		FILM NUMBER:		96572257

	BUSINESS ADDRESS:	
		STREET 1:		ONE RESEARCH DRIVE
		STREET 2:		P O BOX 9328
		CITY:			WESTBOROUGH
		STATE:			MA
		ZIP:			01581
		BUSINESS PHONE:		5083708500
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<DESCRIPTION>STAPLES, INC.
<TEXT>

<PAGE>   1
                                               Filed Pursuant to Rule 424(b)(3)
                                               Registration Number 33-61655





                                 198,071 Shares


                                  STAPLES, INC.

                                  Common Stock

                              ---------------------

     The shares of common stock, $0.0006 par value per share (the "Common
Stock"), of Staples, Inc. ("Staples" or the "Company") covered by this
Prospectus are issued and outstanding shares which may be offered and sold, from
time to time, for the account of certain stockholders of the Company (the
"Selling Stockholders"). See "Selling Stockholders." The shares of Common Stock
covered by this Prospectus were issued to the Selling Stockholders in a private
placement made in connection with the acquisition of the stock of Macauley's
Business Resources, Inc. by Staples completed on June 30, 1995. All of the
shares offered hereunder are to be sold by the Selling Stockholders. The Company
will not receive any of the proceeds from the sale of the shares by the Selling
Stockholders.

     The Selling Stockholders may from time to time sell the shares covered by
this Prospectus on the Nasdaq National Market in ordinary brokerage
transactions, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution." The Common Stock is traded on the Nasdaq National Market under
the symbol SPLS. 

                             ----------------------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
            ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
              OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.

                              ---------------------

                  The date of this Prospectus is May 24, 1996.

<PAGE>   2


                              AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission pursuant to the informational
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Common Stock of the Company is traded on the Nasdaq National Market.
Reports and other information concerning the Company may be inspected at the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

     The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, as certain items are omitted in accordance with
the rules and regulations of the Commission. For further information pertaining
to the Company and the shares of Common Stock offered hereby, reference is made
to such Registration Statement and the exhibits and schedules thereto, which may
be inspected without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of which may be obtained from the
Commission at prescribed rates.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated herein by reference:

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 1996; and

     (2) The Company's Registration Statement on Form 8-A dated April 7, 1989
registering the Common Stock under Section 12(g) of the Exchange Act.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent


                                       -2-

<PAGE>   3


that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

     The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Secretary of the Company, 100 Pennsylvania Avenue, P.O. Box
9328, Framingham, Massachusetts 01701-9328; telephone (508) 370-8500.

     Except as otherwise noted, all information in this Prospectus reflects the
three-for-two splits of the Company's Common Stock effected in the form of 50%
stock dividends in December 1993, October 1994, July 1995 and March 1996.

     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.



                                       -3-

<PAGE>   4


                                   THE COMPANY

     The Company's executive offices are located at One Research Drive,
Westboro, Massachusetts 01581 (telephone: (508) 370-8500). The Company was
organized in November 1985. As used in this Prospectus, the terms the "Company"
and "Staples" refer to Staples, Inc., a Delaware corporation, and its
subsidiaries.


                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.


                                 THE ACQUISITION

     Pursuant to a Stock Purchase Agreement dated May 11, 1995 (the "Purchase
Agreement") by and among Staples, Macauley's Business Resources, Inc. ("MBRI")
and the stockholders of MBRI, effective June 30, 1995, Staples acquired all of
the outstanding shares of capital stock of MBRI (the "Acquisition"). In
consideration of the Acquisition, the Company issued an aggregate of 584,145
shares of Common Stock to the Selling Stockholders, including shares placed in
escrow pursuant to the terms of the Purchase Agreement, and has a contingent
obligation to issue additional shares of Common Stock to the Selling
Stockholders in accordance with a post-closing balance sheet adjustment.


                              SELLING STOCKHOLDERS

     The shares of Common Stock covered by this Prospectus were issued to the
Selling Stockholders in connection with the acquisition of MBRI by Staples. See
"The Acquisition."

     The following table sets forth the number of shares of Common Stock
beneficially owned by each of the Selling Stockholders as of July 30, 1995, the
number of shares to be offered by each of the Selling Stockholders pursuant to
this Prospectus and the number of shares to be beneficially owned by each of the
Selling Stockholders if all of the shares offered hereby are sold as described
herein. Except as provided below, the Selling Stockholders have not held any
positions or offices with, been employed by, or otherwise had a material
relationship with, the Company or any of its predecessors or affiliates since
July 30, 1992 (other than as stockholders of MBRI prior to the Acquisition and
as stockholders of Staples subsequent to the Acquisition).



                                       -4-

<PAGE>   5

<TABLE>
<CAPTION>

                           Number of          Number of        Number of
                           Shares of          Shares of        Shares of
                          Common Stock          Common        Common Stock
  Name of                 Beneficially          Stock         Beneficially
  Selling                 Owned as of          Offered         Owned After
Stockholder             July 30, 1995(1)        Hereby         Offering(1)
- -----------             ----------------        ------         -----------
<S>                         <C>                  <C>             <C>
John L. Macauley as
Trustee under Revocable
Living Trust Agreement
of John L. Macauley
dated 11/2/78, as
amended (2)                 69,759               23,253          46,506

Marie Macauley as
Trustee under Revocable
Living Trust Agreement
of Marie Macauley
dated 11/2/78, as
amended (3)                 34,627               11,536          23,091

Mark W. Macauley as
Trustee under Revocable
Living Trust Agreement
of Mark W. Macauley
dated 2/1/79, as
amended (4)                 46,855               15,627          31,228

Maureen A. Macauley as
Trustee under Declaration
of Revocable Trust
Agreement of Maureen
A. Macauley dated
4/3/92, as amended (5)      46,855               15,627          31,228

Nancy J. Pett               26,511                8,838          17,673

Patricia M. Sophiea         26,511                8,838          17,673

Ann Robinson(6)             73,791               24,594          49,197

Bonnie L. Crooks(7)         73,791               24,594          49,197

William B. Martin           73,791               24,594          49,197

Jerome Silver               12,271                4,087           8,184
</TABLE>


                                       -5-


<PAGE>   6


<TABLE>
<S>                         <C>                  <C>                  <C>
Macauley's, Inc.
  Second Amended and
  Restated Profit
  Sharing/Retirement
  Savings Plan              36,483               36,483               0

<FN>

- -----------------

(1)  Excludes shares placed in escrow pursuant to the terms of the Purchase
Agreement.

(2)  John L. Macauley served as an executive officer and in various other
positions with MBRI until June of 1995.  Excludes shares held by Marie Macauley,
Mr. Macauley's wife, with respect to which Mr. Macauley disclaims beneficial
ownership.

(3)  Excludes shares held by John L. Macauley, Ms. Macauley's husband, with
respect to which Ms. Macauley disclaims beneficial ownership.

(4) Mark W. Macauley served as an executive officer and in various
other positions with MBRI until June 1995.

(5) Maureen A. Macauley served as an executive officer and in various
other positions with MBRI until June 1995.

(6) Ann Robinson served as an executive officer and in various other
positions of MBRI until June 1995.

(7)  Bonnie L. Crooks served as an executive officer and in various positions of
MBRI until June 1995.

</TABLE>



                              PLAN OF DISTRIBUTION


     Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in the over-the-counter
market or otherwise, at prices related to the then current market price or in
negotiated transactions, including pursuant to an underwritten offering or one
or more of the following methods: (a) purchases by the broker-dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (b) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (c) block trades in which the broker-dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction. The Company has
been advised

                                       -6-

<PAGE>   7


by the Selling Stockholders that they have not made any arrangements relating to
the distribution of the shares covered by this Prospectus. In effecting sales,
broker-dealers engaged by the Selling Stockholders may arrange for other
broker-dealers to participate. Broker-dealers will receive commissions or
discounts from the Selling Stockholders in amounts to be negotiated immediately
prior to the sale. The Purchase Agreement provides that the Company will
indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act.

     In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the Selling Stockholders and the compensation
of such broker-dealer may be deemed to be underwriting discounts and
commissions. In addition, any shares covered by this Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus. None of the shares covered by this Prospectus presently qualify
for sale pursuant to Rule 144.

     The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of Common Stock included herein they are
required to comply with Rules 10b-6 and 10b-7 under the Exchange Act (as those
Rules are described in more detail below) and, in connection therewith, that
they may not engage in any stabilization activity in connection with Staples
securities, are required to furnish to each broker-dealer through which Common
Stock included herein may be offered copies of this Prospectus, and may not bid
for or purchase any securities of the Company or attempt to induce any person to
purchase any Staples securities except as permitted under the Exchange Act. The
Selling Stockholders have agreed to inform the Company when the distribution of
the shares is completed.

     Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.

     This offering will terminate on the earlier of (a) June 30, 1997 or (b) the
date on which all shares offered hereby have been sold by the Selling
Stockholders.


                                  LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hale and Dorr, Boston, Massachusetts.



                                       -7-

<PAGE>   8


                                     EXPERTS

     The consolidated financial statements of Staples at February 3, 1996 and
January 28, 1995, and for each of the three years in the period ended February
3, 1996, incorporated by reference in Staples' Annual Report on Form 10-K for
the year ended February 3, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference.

     The financial statements referred to above are incorporated by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.



                                       -8-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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