UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of Report: December 19, 2007
Commission
file number 1-10948
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)
|
(561)
438-4800
(Registrant’s
telephone number, including area code)
Former
name or former address, if changed since last report: N/A
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On
December 19, 2007, the Board of Directors of Office Depot, Inc. (the “Company”)
approved an amendment to the Company’s Bylaws to provide for uncertificated
shares in order that the Company will be DRS (Direct Registration System)
eligible as required by the New York Stock Exchange.
A
copy of
the Company’s Bylaw Amendment is filed as Exhibit 3(ii). A complete copy of
the Company’s Bylaws may be obtained on the Company’s website at www.officedepot.com
located
on the Investor Relations section of that site.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
Exhibit
3
(ii) Bylaw
Amendment of Office Depot, Inc. effective December 19, 2007.
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed
on
its behalf by the undersigned thereunto duly authorized.
|
OFFICE
DEPOT, INC.
|
|
|
Date:
December 21, 2007
|
By: /s/ Elisa D. Garcia C.
|
|
Executive
Vice President and
|
|
|
General
Counsel
|
3
ARTICLE
VII
CERTIFICATES
OF STOCK
Section
1. Form.
The
shares of capital stock of the Corporation shall be represented by certificates,
provided that the Board of Directors of the Corporation may provide by a
resolution or resolutions that some or all of any or all classes or series
of
its stock shall be uncertificated shares. Any such resolution shall not apply
to
shares represented by a certificate until such certificate is surrendered to
the
Corporation. Every holder of capital stock in the Corporation represented by
certificates shall be entitled to have a certificate for shares of capital
stock
of the Corporation signed by or in the name of the Corporation by the Chairman
of the Board, the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by such holder in the
Corporation and registered in certificated form. Any or all such signatures
on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon,
any
such certificate or certificates shall cease to be such officer, transfer agent
or registrar of the Corporation whether because of death, resignation or
otherwise before such certificate or certificates have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer, transfer agent or registrar of the
Corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person to whom certificated or
uncertificated shares are issued, together with the number of shares and date
of
issue, shall be entered on the books of the Corporation. Shares of stock of
the
Corporation shall only be transferred on the books of the Corporation by the
holder of record thereof or by such holder's attorney duly authorized in writing
and, (i) if such shares are certificated, upon surrender to the Corporation
of
the certificate or certificates for such shares endorsed by the appropriate
person or persons, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and accompanied by all necessary stock transfer stamps, or (ii) upon
proper instructions from the holder of uncertificated shares. In the event
of
such transfer of certificated shares, it shall be the duty of the Corporation
to
issue a new certificate or evidence of the issuance of uncertificated shares
to
the person entitled thereto, cancel the old certificate or certificates and
record the transaction on its books. Upon receipt of proper transfer
instructions from the holder of uncertificated shares, the Corporation shall
cancel such uncertificated shares and issue new equivalent uncertificated shares
or certificated shares to the person entitled thereto and record such
transaction upon its books. Except as otherwise provided by law, the Board
of
Directors may make or adopt such additional rules and regulations, not
inconsistent with these Bylaws, as it may deem expedient, concerning the issue,
transfer and registration of securities of the Corporation. The Board of
Directors may appoint or authorize any officer or officers to appoint, one
or
more transfer agents or registrars or both in connection with the transfer
of
any class or series of securities of the Corporation.