Staples (SPLS)

Item 8.01.  Other Events.

On March 27, 2009, Staples, Inc. (“Staples”) issued $500 million aggregate principal amount of 7.750% senior notes due 2011 (the “Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-155855) filed with the Securities and Exchange Commission. The sale of the Notes was made pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”), dated March 24, 2009 with Barclays Capital Inc., Banc of America Securities LLC and HSBC Securities (USA) Inc., as representatives of the several underwriters named in the Underwriting Agreement. Staples received net proceeds, after underwriting fees and estimated expenses, of approximately $497.5 million.

The Notes were issued under an Indenture dated as of January 15, 2009 (the “Indenture”) among Staples, the Subsidiary Guarantors (as defined below) and HSBC Bank USA, National Association, as trustee.

Staples’ obligations under the Notes and the Indenture are unconditionally guaranteed on an unsecured unsubordinated basis by Staples the Office Superstore, LLC, Staples the Office Superstore East, Inc., Staples Contract & Commercial, Inc. and Staples the Office Superstore, Limited Partnership (collectively, the “Subsidiary Guarantors”).

The Underwriting Agreement and the Indenture have been previously filed. The form of Note is filed as Exhibit 4.1 hereto.

In connection with the receipt of proceeds from the offering of the Notes described above, the total commitment amount under Staples’ existing Credit Agreement, dated April 1, 2008 (the “Credit Agreement”), was reduced from $1,261 million to $761 million. As a result of the change, availability under Staples’ commercial paper program was reduced from $2.0 billion to approximately $1.5 billion. The commercial paper program is backstopped by the Credit Agreement and Staples’ existing $750 million revolving credit facility entered into in October 2006.

Item 8.01.  Other Events.

On March 24, 2009, Staples and the Subsidiary Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Banc of America Securities LLC and HSBC Securities (USA) Inc., as representatives of the several underwriters named in the Underwriting Agreement, for the sale by Staples of $500 million aggregate principal amount of 7.750% senior notes due 2011, in a public offering pursuant to a registration statement on Form S-3 (File No. 333-155855) and a related preliminary prospectus supplement and prospectus supplement filed with the Securities and Exchange Commission.

Staples expects to receive net proceeds, after underwriting fees and estimated expenses, of approximately $497.5 million. The offering of the senior notes is expected to close on March 27, 2009, subject to customary closing conditions.

The senior notes will be issued pursuant to an indenture dated as of January 15, 2009 (the “Indenture”) among Staples, the Subsidiary Guarantors and HSBC Bank USA, National Association, as trustee.

Staples’ obligations under the senior notes and the Indenture will be unconditionally guaranteed on an unsecured unsubordinated basis by Staples the Office Superstore, LLC, Staples the Office Superstore East, Inc., Staples Contract & Commercial, Inc. and Staples the Office Superstore, Limited Partnership (collectively, the “Subsidiary Guarantors”).

The above description of the Underwriting Agreement and the Indenture is qualified in its entirety by reference to the Underwriting Agreement and the Indenture. The Indenture has been previously filed, and the Underwriting Agreement is filed as Exhibit 1.1 hereto. The Indenture and the Underwriting Agreement are incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Staples, has issued an opinion to Staples, dated March 26, 2009, regarding the legality of the senior notes and the guarantees upon issuance thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.

Item 8.01  Other Events

As previously reported, Staples, Inc. (“Staples”) acquired Corporate Express N.V. (“Corporate Express”), a Dutch office products distributor with operations in North America, Europe and Australia, through a tender offer for all of its outstanding capital stock.   Staples previously filed:

i.                                          A Form 8-K/A on September 3, 2008, which amended the Form 8-K filed on July 2, 2008, to include historical and pro forma financial information with respect to Staples and Corporate Express, including an unaudited pro forma condensed combined statement of income for the fiscal year ended February 2, 2008 and for the six months ended August 2, 2008.

ii.                                       A Form 8-K/A on December 2, 2008, which amended the Form 8-K/A filed on September 3, 2008, to include pro forma financial information with respect to Staples and Corporate Express, including an unaudited pro forma condensed combined statement of income for the nine months ended November 1, 2008.

Staples is filing this Form 8-K/A to update the pro forma financial information with respect to the acquisition of Corporate Express by providing a pro forma condensed combined statement of income for the fiscal year ended January 31, 2009, illustrating the effects of the Corporate Express acquisition as if it had been consummated as of the beginning of the fiscal year.

In accordance with Rule 11-02(c)(1) of Regulation S-X of the Securities Exchange Act of 1934, as amended, a pro forma balance sheet has not been prepared to give effect to the acquisition of Corporate Express as of January 31, 2009, as it is reflected in the combined balance sheet presented in Staples’ annual report on Form 10-K for the fiscal year ended January 31, 2009, which was filed on March 11, 2009.

Item 8.01.  Other Events.

On January 15, 2009, Staples issued $1.5 billion aggregate principal amount of 9.750% senior notes due 2014 (the “Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-155855) filed with the Securities and Exchange Commission. The sale of the Notes was made pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”), dated January 12, 2009 with Barclays Capital Inc., Banc of America Securities LLC and HSBC Securities (USA) Inc., as representatives of the several underwriters named in the Underwriting Agreement. Staples received net proceeds, after the underwriting discount and estimated fees and expenses, of $1.489 billion.

The Notes were issued under an Indenture dated as of January 15, 2009 (the “Indenture”) among Staples, the Subsidiary Guarantors (as defined below) and HSBC Bank USA, National Association, as trustee.

Staples’ obligations under the Notes and the Indenture are unconditionally guaranteed on an unsecured unsubordinated basis by Staples the Office Superstore, LLC, Staples the Office Superstore East, Inc., Staples Contract & Commercial, Inc. and Staples the Office Superstore, Limited Partnership.

The Underwriting Agreement has been previously filed. The Indenture and form of Note are filed as exhibits hereto.

Item 8.01.    Other Events.

On January 12, 2009, Staples, Inc. (“Staples”) and the Subsidiary Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Banc of America Securities LLC and HSBC Securities (USA) Inc., as representatives of the several underwriters named in the Underwriting Agreement, for the sale by Staples of $1.5 billion aggregate principal amount of 9.750% senior notes due 2014, in a public offering pursuant to a registration statement on Form S-3 (File No. 333-155855) and a related preliminary prospectus supplement and prospectus supplement filed with the Securities and Exchange Commission.

Staples expects to receive net proceeds, after the underwriting discount, of approximately $1.491 billion. The offering of the senior notes is expected to close on January 15, 2009, subject to customary closing conditions.

The senior notes will be issued pursuant to an indenture to be dated on or about January 15, 2009 (the “Indenture”) among Staples, the Subsidiary Guarantors and HSBC Bank USA, National Association, as trustee.

Staples’ obligations under the senior notes and the Indenture will be unconditionally guaranteed on an unsecured unsubordinated basis by Staples the Office Superstore, LLC, Staples the Office Superstore East, Inc., Staples Contract & Commercial, Inc. and Staples the Office Superstore, Limited Partnership (collectively, the “Subsidiary Guarantors”).

The above description of the Underwriting Agreement and the Indenture is qualified in its entirety by reference to the Underwriting Agreement and the form of Indenture. The form of Indenture has been previously filed, and the Underwriting Agreement is filed as an exhibit hereto. The form of Indenture and the Underwriting Agreement are incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Staples, has issued an opinion to Staples, dated January 14, 2009, regarding the legality of the senior notes and the guarantees upon issuance thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.

Item 8.01 Other Events

In July 2008, Staples, Inc. (“Staples”) acquired Corporate Express N.V. (“Corporate Express”), a Dutch office products distributor with operations in North America, Europe and Australia, through a tender offer for all of its outstanding capital stock.

Staples is filing this Form 8-K to supplement Item 9.01(a) of the Current Report on Form 8-K/A filed on September 3, 2008 to include unaudited condensed consolidated financial statements of Corporate Express as of June 30, 2008 and December 31, 2007 and for the six months ended June 30, 2008 and 2007. These condensed consolidated financial statements are being filed as more than nine months have passed since the end of Corporate Express’ last audited financial year, December 31, 2007.

Item 8.01  Other Events

As previously reported, Staples, Inc. (“Staples”) acquired Corporate Express N.V. (“Corporate Express”), a Dutch office products distributor with operations in North America, Europe and Australia, through a tender offer for all of its outstanding capital stock.   Staples previously filed on Form 8-K on July 2, 2008, as amended by Form 8-K/A filed September 3, 2008, historical and pro forma financial information with respect to Staples and Corporate Express, including an unaudited pro forma condensed combined statement of operations for the fiscal year ended February 2, 2008, and for the six months ended August 2, 2008.  Staples is filing this Form 8-K/A to update the pro forma financial information with respect to the acquisition of Corporate Express by providing a pro forma condensed combined statement of operations for the nine months ended November 1, 2008, illustrating the effects of the Corporate Express acquisition as if it had been consummated as of the beginning of the fiscal year.

In accordance with Rule 11-02(c)(1) of Regulation S-X of the Securities Exchange Act of 1934, as amended, a pro forma balance sheet has not been prepared to give effect to the acquisition of Corporate Express as of November 1, 2008, as it is reflected in the condensed combined balance sheet presented in Staples’ quarterly report on Form 10-Q for the nine months ended November 1, 2008, which was filed on December 2, 2008.

Item  8.01  Other Events.

J.P. Morgan Securities Inc. has been added as a dealer under Staples’ commercial paper program (the “Program”) pursuant to a Commercial Paper Dealer Agreement, dated as of September 19, 2008.  LaSalle Bank continues to act as issuing and paying agent under the Program.  The creation of the Program was previously reported in Staples’ Current Report on Form 8-K filed June 13, 2008 (the “Program 8-K”). As described in the Program 8-K, Staples may issue up to $3 billion of notes under the Program, which is backstopped by the 2008 Agreement, with maturities of the notes issued under the Program varying but not exceeding 397 days from the date of issue. The notes bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts as shall be agreed upon from time to time by the dealers under the Program and Staples. Amounts available under the Program may be borrowed, repaid and reborrowed from time to time, with the aggregate principal amount outstanding under the Program not to exceed the maximum aggregate amount.

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Item 8.01.  Other Events

On July 17, 2008, Staples and its wholly owned subsidiary, Staples Acquisition B.V. (“Staples Acquisition”), announced the successful completion of the previously announced cash tender offer (the “Note Offer”) for all of the outstanding 8.25 percent senior subordinated notes due July 1, 2014 (the “2014 Notes”) and 7.875 percent senior subordinated notes due March 1, 2015 (the “2015 Notes”) of Corporate Express U.S. Finance Inc. (formerly known as Buhrmann U.S. Inc.).  The Note Offer was made in connection with Staples’ acquisition of Corporate Express N.V. (“Corporate Express”).

A total of $150.0 million of the 2014 Notes and related consents (representing 100% of the outstanding 2014 Notes) and $150.0 million of the 2015 Notes and related consents (representing 100% of the outstanding 2015 Notes) were tendered prior to the expiration of the Note Offer at 11:59 p.m. EDT on July 15, 2008.  Staples Acquisition has accepted for purchase all of the 2014 Notes and all of the 2015 Notes tendered pursuant to the Note Offer for a total purchase price of approximately $335.8 million, including accrued interest.

A press release regarding the Note Offer is attached hereto as Exhibit 99.1.

In addition, the post acceptance period related to Staples Acquisition’s offer to acquire the outstanding securities of Corporate Express (the “Offer”) ended on July 16, 2008.  In accordance with the terms of the Offer, payment for all the issued and outstanding ordinary shares, American depositary shares and depositary receipts for preference A shares in the share capital of Corporate Express and the two percent subordinated convertible bonds due 2010 that were validly tendered during the post acceptance period (or otherwise defectively tendered provided that such defect has been waived by Staples Acquisition) and validly delivered to the Dutch Settlement Agent during the post acceptance period is expected to take place on July 23, 2008.

Item 8.01  Other Events.

On April 1, 2008, Staples issued a press release announcing that it had entered into the credit agreement described in Item 1.01 in this Current Report on Form 8-K in connection with its proposal to acquire the outstanding shares of Corporate Express N.V.  The press release is attached as Exhibit 99.1 to this Current Report and is hereby incorporated by reference.

Item 8.01.  Other Events.

On February 19, 2008, Staples, Inc. (“Staples”) issued a press release announcing its proposal to acquire all of the outstanding shares of Corporate Express N.V. (“Corporate Express”).  The proposal was communicated on February 19, 2008 in a letter from Mr. Ronald L. Sargent, the chief executive officer of Staples, to Mr. Peter Ventress, the chief executive officer of Corporate Express.  The press release announcing the proposal, including the full text of the proposal letter delivered to Mr. Ventress, is attached as Exhibit 99.1 to this Current Report and is incorporated herein by this reference.

On June 11, 2007, Staples held its Annual Meeting of Stockholders at which Staples’ stockholders took the following actions:

1.               Staples’ stockholders elected the following directors to its board:

2.               Staples’ stockholders voted to approve an amendment to Staples’ By-laws to change the voting standard for the election of directors in uncontested elections from plurality to majority by a vote of 611,087,035 shares of common stock for, 18,482,140 shares of common stock against and 4,199,285 shares of common stock abstaining.

3.               Staples’ stockholders ratified the selection of Ernst & Young LLP as Staples’ independent registered public accounting firm for the current fiscal year by a vote of 613,463,915 shares of common stock for, 16,554,237 shares of common stock against and 3,750,308 shares of common stock abstaining.

4.               The shareholder proposal on simple majority vote was approved by a vote of 452,975,064 shares of common stock for, 117,087,476 shares of common stock against and 4,777,620 shares of common stock abstaining. There were 58,928,300 broker non-votes on this matter.

Item 8.01 Other Events

                On January 31, 2006, the Company issued a press release announcing that Basil Anderson will retire as Vice Chairman of the Company, effective March 1, 2006, and that John Mahoney has been promoted to the position of Vice Chairman of the Company, effective January 30, 2006.  Mr. Anderson continues to serve as a member of the Board of Directors of the Company, and Mr. Mahoney continues to serve as Executive Vice President, Chief Administrative Officer and Chief Financial Officer of the Company.  The Company’s press release is furnished with this report as Exhibit 99.1.  None of the information contained on the Company’s web site, www.staples.com, is a part of or incorporated by reference into this report.

Item 8.01 Other Events.

California wage and hour class action lawsuit.  We have previously disclosed that class action lawsuits have been brought against Staples, Inc. for alleged violations of what is known as California’s “wage and hour” law.  On November 15, 2005, after filing our Form 10-Q for the quarter ended October 29, 2005, we were informed that the court has granted class certification to the plaintiffs.  The court’s ruling is procedural only and does not address the merits of the plaintiffs’ allegations.  We believe that the class was improperly certified and intend to appeal the decision.  If the case goes to trial, we believe we have meritorious defenses in the litigation and expect to prevail.  If, however, there is an adverse judgment from which there is no successful appeal, damages could range from $10 million to $150 million, excluding interest and attorneys’ fees.

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Item 8.01. Other Events

On June 13, 2005, Staples held its Annual Meeting of Stockholders. The following actions were taken:

1.  The stockholders elected Brenda C. Barnes, Mary Elizabeth Burton, Richard J. Currie and Rowland T. Moriarty as Class 2 Directors for a three-year term expiring at the 2008 Annual Meeting of Stockholders as follows:

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