As filed with the Securities and Exchange Commission on June __, 2001
Registration No. 333- _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
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
(407) 278-4800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
DAVID C. FANNIN
SENIOR VICE PRESIDENT, GENERAL
COUNSEL & CORPORATE SECRETARY
2200 OLD GERMANTOWN ROAD
DELRAY BEACH, FLORIDA 33445
(407) 265-4237
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copy to:
William J. Quinlan, Jr.
McDermott, Will & Emery
227 West Monroe Street
Suite 3100
Chicago, Illinois 60606
(312) 984-7568
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box: [_]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered1 Per Share2 Price2 Fee
- ----------------------------------------------------------------------------------------------------------
Common Stock,
par value $0.01
per share3 6,000,000 Shares $8.915 $53,490,000 $13,373
==========================================================================================================
(1) Includes, pursuant to Rule 416 of the Securities Act of 1933, as amended,
such additional number of shares of the registrant's Common Stock that may
become issuable as a result of any stock splits, stock dividends or
similar events.
(2) Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457(c) on the basis of $8.915 per
share, which was the average of the high and low sales prices of the
Common Stock as reported on the New York Stock Exchange on June 4, 2001.
(3) Includes Preferred Share Purchase Rights. These Rights will be attached
to and will trade with shares of the Common Stock of the Company.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
[Cover Art here]
Prospectus
June __, 2001.
ODP DIRECT
A DIRECT STOCK PURCHASE PLAN FOR OFFICE DEPOT STOCK
ODP DIRECT
Office Depot, Inc. is pleased to announce ODP Direct, a direct stock purchase
plan that offers you a variety of convenient, low-cost services to make it
simple for you to invest in Office Depot common stock. ODP Direct has various
features designed for long-term investors who wish to invest and build their
share ownership over time. The principal terms and conditions of ODP Direct are
summarized in this Prospectus.
Anyone can participate in ODP Direct. If you do not currently own Office Depot
common stock, you can become a participant by making your initial purchase
directly through ODP Direct. ODP Direct offers you an alternative to traditional
methods of buying, holding and selling Office Depot common stock.
Read on for a more detailed description of the features of ODP Direct as offered
by Office Depot. If you would like to participate in ODP Direct, you may do so
online or complete the enclosed enrollment form and mail it to Mellon Bank,
N.A., the Administrator, in the reply envelope provided for your convenience.
You should read this Prospectus carefully so you know how ODP Direct works and
then retain it for future reference.
- --------------------------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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ODP DIRECT HIGHLIGHTS
ANYONE CAN PARTICIPATE
You may participate in ODP Direct if you currently own Office Depot common stock
that is registered in your name or you can participate by making your initial
investment in common stock through ODP Direct with a minimum initial investment
of $250. Alternatively, you may authorize the automatic monthly investment
feature and initiate your investment with only $25 and a commitment for at least
ten sequential purchases.
OPTIONAL CASH PURCHASES
Once you are a registered shareholder, you can buy Office Depot common stock and
pay fees lower than those typically charged by stockbrokers for small
transactions. You can invest as little as $25, up to $100,000 annually, and
either pay by check or have your payment automatically deducted from your bank
account.
CONVENIENT SHARE SALES
You can sell Office Depot common stock and pay fees lower than those typically
charged by stockbrokers for small trans-actions.
FULL INVESTMENT
Full investment of your funds is possible because you will be credited with both
whole and fractional shares.
SHARE SAFEKEEPING
You can deposit your Office Depot common stock certificates with the
Administrator for safekeeping, at no cost to you. You can request withdrawal of
any or all of your whole shares of Office Depot common stock. A certificate for
those shares will be sent to you, free of charge.
GIFTS AND OTHER SHARE TRANSFERS
You can make gifts or other transfers of Office Depot common stock you hold in
your Plan account.
ODP DIRECT ADMINISTRATOR
Mellon Bank, N.A. is ODP Direct's Administrator. Mellon Investor Services, a
registered transfer agent, will provide certain administrative support to the
Administrator.
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TABLE OF CONTENTS
ODP Direct Overview.......................................... 1
ODP Direct Highlights........................................ 2
About Office Depot........................................... 4
Risk Factors................................................. 6
Terms and Conditions......................................... 8 to 14
Where You Can Find More Information.......................... 15
Information We File With The SEC............................. 16
Additional Information....................................... 17
ODP Direct Service Fees...................................... 18
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ABOUT OFFICE DEPOT
We are the largest supplier of office products and services in the world, based
on sales of $11.6 billion in 2000. We sell to consumers and businesses of all
sizes through our three business segments: North American Retail Division,
Business Services Group and International Division. These segments include
multiple sales channels consisting of office supply stores, a contract sales
force, Internet sites, and catalog and delivery operations.
NORTH AMERICAN RETAIL DIVISION
Our North American Retail Division sells office products, copy and print
services and other business-related services under the Office Depot(R) and the
"Office Place" brands through our chain of high volume retail office supply
stores in the United States and Canada. We opened our first retail office supply
store in Florida in October 1986. From our inception, we have concentrated on
expanding our store base and increasing our sales in markets with high
concentrations of small and medium-sized businesses. As of the end of 2000, our
North American Retail Division operated 888 retail stores in 47 states, the
District of Columbia and Canada. In 2001, we closed 70 under-performing retail
stores and we plan to add approximately 50 new retail stores, most of which will
be located in areas we currently serve, with the balance in under-served
markets.
BUSINESS SERVICES GROUP
In 1993 and 1994, we entered the contract office supply business by acquiring
eight contract stationers with 18 domestic customer service centers and a
professional sales force. These acquisitions also allowed us to broaden our
catalog and retail delivery businesses. In 1998, we expanded our direct mail
business through our merger with Viking Office Products. Today, our Business
Services Group sells office products and services to contract and commercial
customers through our Office Depot(R) brand and Viking Office Products(R) brand
direct mail catalogs and Internet sites, and by means of our dedicated sales
force. Our customer service centers or "CSCs" are warehouse and delivery
facilities, some of which also house sales offices, call centers and
administrative offices. Our CSCs also perform warehousing and delivery services
on behalf of all segments of our business. At the end of 2000, our Business
Services Group operated 25 CSCs in the United States, five of which we added as
a result of the Viking merger.
Since January 1998, we have also offered our customers the convenience of
shopping online through our publicly-accessible Internet site. The addition of
this site has expanded our domestic electronic commerce or "e-commerce"
capabilities beyond our Viking public Internet site and our Office Depot
business-to-business contract Internet sites. We believe our e-commerce business
will provide significant future growth opportunities for our Business Services
Group segment and our business as a whole, based on the growth rates we have
experienced over the last three years.
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INTERNATIONAL DIVISION
Our International Division sells office products and services in 16 countries
outside the United States and Canada through our retail stores, as well as our
Office Depot(R) brand and Viking Office Products(R) brand direct mail catalogs
and Internet sites, and our sales force. We have expanded internationally
primarily through licensing and joint venture agreements, acquisitions and our
merger with Viking Office Products. Prior to 1998, our international business
was operated entirely through licensing and joint venture agreements. In 1998,
we merged with Viking, whose international operations were wholly owned, and we
increased our ownership in our retail operations in France to 100%. In 1999, we
increased our ownership in our retail operations in Japan to 100%. At the end of
2000, our International Division had operations, either owned directly or
operated through joint ventures or licensing agreements, in Australia, Austria,
Belgium, France, Germany, Hungary, Ireland, Israel, Italy, Japan, Luxembourg,
Mexico, the Netherlands, Poland, Thailand, and the United Kingdom.
In March 1999, we introduced our first international public Internet site for
individuals and businesses in the United Kingdom. In 2000, we introduced eight
new public Internet sites in Germany, the Netherlands, Italy, Australia, Japan
and France. In September 2000, we launched our contract business in the United
Kingdom.
Our principal offices are located at 2200 Old Germantown Road, Delray Beach,
Florida 33445. Our telephone number for this location is (561) 438-4800.
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RISK FACTORS
In addition to the information set forth elsewhere or incorporated by reference
in this prospectus, you should consider carefully the factors set forth below in
connection with any purchase of our Common Stock. The following includes a
summary of some of the risk factors that we discuss in our 2000 Form 10-K. See
our cautionary statements contained in our 2000 Form 10-K which is incorporated
herein by reference.
U.S.ECONOMY
In the past decade, the favorable United States economy has contributed to the
expansion and growth of retailers like us. Since the third quarter of 2000, the
U.S. economy has shown signs of a downturn, particularly in the technology
sector. The retail industry, in particular, is displaying signs of a slowdown,
with several specialty retailers, both in and outside our industry segment,
reporting earnings warnings in the last few months. Technology manufacturers,
some of whom supply us with products, have issued earnings warnings as a result
of slow product sales. This general economic slowdown negatively impacted our
results during the second half of 2000 and the first quarter of 2001 and is
likely to continue to adversely impact our business and operating results.
COMPETITION
We compete with a variety of retailers, dealers and distributors in a highly
competitive marketplace that includes high-volume office supply chains,
warehouse clubs, computer stores, contract stationers, Internet-based
merchandisers and well-established mass merchant retailers.
In order to achieve and maintain expected profitability levels, we must continue
to grow our business while maintaining the service levels and aggressive pricing
necessary to retain existing customers in each of our business segments. Our
failure to adequately address these challenges could put us at a competitive
disadvantage relative to these competitors.
QUARTERLY OPERATING RESULTS
Fluctuations in our quarterly operating results have occurred in the past and
may occur in the future. A variety of factors could contribute to this
quarter-to-quarter variability, including:
o new store openings that require an outlay of
pre-opening expenses, generate lower initial profit
margins and cannibalize existing stores;
o timing and effectiveness of warehouse integration;
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o competitors' pricing;
o changes in our product mix;
o effects of seasonality; and
o competitive store openings or other events.
In addition, our operating results may fall below securities analysts'
expectations, which may cause the price of our securities to fall abruptly and
significantly. Our operating results should not be relied upon as an indication
of future performance.
We are currently filling vacancies in key positions in our management
organization and any difficulties we encounter in this process could harm our
business and operating results.
MANAGEMENT ORGANIZATION
Since the appointment of our new Chief Executive Officer in July 2000, we have
changed our management organization. This new organization has vacancies in
several key positions, including the Chief Financial Officer. A search is
underway to identify the best individuals to fill these positions; however, the
process may be a protracted one. Furthermore, the new management structure may
not be ideal for us and may not result in the benefits we seek, and, as a
result, may materially and adversely affect our business and operating results.
INTERNATIONAL OPERATIONS
We operate in a number of international markets and intend to continue to enter
into additional international markets as attractive opportunities arise. In
addition to the risks described above, internationally we face risks such as:
o foreign currency fluctuations;
o unstable political, economic, financial and market
conditions;
o compromised operating control of some of our foreign
operations that are not wholly owned;
o system changes and harmonization of prices to
accommodate the adoption of the euro; and
o lack of adequate management resources.
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TERMS AND CONDITIONS
1. HOW CAN I PARTICIPATE IN ODP DIRECT?
If you already own Office Depot common stock and the shares are registered
in your name, you may participate immediately. If your shares are held for
you in a brokerage account, you may participate by instructing your broker
to transfer your shares of Office Depot common stock into your own name.
If you do not currently own any Office Depot common stock, you can
participate by making an initial investment through ODP Direct. Please see
question #6 for details regarding an initial investment.
2. WHAT PROVISIONS ARE MADE FOR NON-U.S. RESIDENTS?
If you live outside the U.S. and are not a citizen, you can participate in
ODP Direct provided there are not any laws or governmental regulations
that would prohibit your participation in ODP Direct. Office Depot
reserves the right to terminate participation of any stockholder if it
deems it advisable under any foreign laws or regulations. All Plan funds
must be in U.S. funds and drawn on a U.S. financial institution. If you
are not in the U.S., please contact your financial institution to verify
that they can provide you with a check that clears through a U.S.
financial institution and can print the dollar amount in U.S. funds. Due
to the longer clearing period, we are unable to accept checks clearing
through non-U.S. financial institutions. Please contact your local
financial institution for details on how to make the transaction.
If Office Depot ever pays dividends to shareholders, all dividends will be
subject to withholding under the terms of any applicable tax treaty
provisions. Please see question #16 for additional information on dividend
reinvestment.
3. HOW DO I ENROLL IN ODP DIRECT?
You can get started in ODP Direct by completing the enclosed Enrollment
Form along with the items required and mailing them to the Administrator
in the reply envelope, or by enrolling online through Investor
ServiceDirectSM. Online enrollment may be accessed from the Office Depot
Web site, www.officedepot.com, at the ODP Direct section found under
Company Info/Investor Relations. Your participation will begin after your
authorization is received. Once you have enrolled, your participation
continues automatically, as long as you wish. Please see question #21 for
additional information on how to access Investor ServiceDirect and enroll
online.
4. WHAT IS THE SOURCE OF SHARES TO BE PURCHASED UNDER ODP DIRECT?
All optional cash purchases and dividends reinvested through ODP Direct,
if applicable, will be used to purchase either newly issued shares
directly from Office Depot or shares on the open market. Shares purchased
8
from Office Depot will consist of treasury shares or authorized but
un-issued shares of common stock.
5. AT WHAT PRICE WILL SHARES BE PURCHASED?
If the shares are purchased in the open market, your price per share will
be the weighted average of all shares purchased to satisfy the investment.
If the shares are purchased from Office Depot, your price per share will
be the average of the daily high and low sale prices quoted on the New
York Stock Exchange (NYSE) Composite Transactions listing for the day the
shares are purchased.
6. HOW DO I MAKE AN INITIAL INVESTMENT?
There are two ways to make an initial investment in ODP Direct: Mail a
completed Enrollment Form to the ODP Direct Administrator or enroll online
through Investor ServiceDirect.
If you do not currently own Office Depot common stock, you can make an
initial cash investment for as little as $250 but not more than $100,000 ,
by completing an Enrollment Form and submitting it with your check. Only
checks made payable to Office Depot/Mellon Bank will be accepted. No third
party checks will be accepted. You may also make your initial investment
through Investor ServiceDirect by authorizing an individual or monthly
automatic deduction from your bank account. Investor ServiceDirect may be
accessed from the Office Depot Web site, www.officedepot.com, at the ODP
Direct section found under Company Info/Investor Relations.
7. HOW DO I MAKE ADDITIONAL INVESTMENTS?
If you already own Office Depot common stock and are enrolled in ODP
Direct you may make additional purchases by sending a check to the
Administrator or authorize an individual automatic deduction from your
bank account through Investor ServiceDirect for each purchase. Submit your
check with the contribution form on your ODP Direct statement and mail it
to the Administrator at the address specified on the statement. Additional
investments made by check are subject to a minimum purchase requirement of
$25.
Alternatively, you may chose to make regular monthly purchases by
authorizing automatic monthly deductions from your bank account. This
feature enables you to make ongoing investments in an amount that is
comfortable for you, without having to write a check. Additional
investments made by automatic monthly deductions are subject to a minimum
purchase requirement of $25 per investment, with a commitment of 10
monthly purchases.
All purchases are limited to a maximum investment of $100,000 per calendar
year.
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8. WHEN WILL SHARES BE PURCHASED?
Upon receipt of the funds, the Administrator will invest initial and
additional cash investments, less applicable fees, if any, in whole and
fractional shares purchased on the open market, or directly from Office
Depot, as promptly as practicable, at least once every five business days.
In the unlikely event that, due to unusual market conditions, the
Administrator is unable to invest the funds within 35 days, the
Administrator will return the funds to you by check. No interest will be
paid on funds held by the Administrator pending investment.
9. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED?
No, because ODP Direct provides for safekeeping of your shares. For your
convenience, shares purchased under ODP Direct will be maintained by the
Administrator in your name in non-certificated (book entry) form. You may,
however, request a stock certificate from the Administrator at any time,
free of charge.
10. WHAT IS SAFEKEEPING?
Shares of Office Depot common stock that you buy under ODP Direct will be
maintained in your account in non-certificated form for safekeeping. If
you own Office Depot common stock in certificate form, you may deposit
your certificates for those shares with the Administrator, free of charge.
Certificates forwarded to the Administrator by registered mail will be
automatically covered by an Administrator blanket bond up to the first
$100,000 of value. Safekeeping protects your shares against loss, theft or
accidental destruction. Safekeeping also provides a convenient way for you
to keep track of your shares. Only shares held in safekeeping may be sold
through ODP Direct.
11. CAN I GET CERTIFICATES IF I WANT THEM?
Yes. If, you should ever want a stock certificate for all or a portion of
the whole shares of Office Depot common stock in your account, the
Administrator will send one to you, upon your request. The Administrator
will mail a certificate to you within two business days of your request.
Please allow an additional five to seven business days for the Post Office
to deliver your certificate.
12. HOW CAN I TRANSFER OR GIVE GIFTS OF SHARES?
You may transfer or give gifts of Office Depot common stock to anyone you
choose by contacting the Administrator and requesting a Gift/Transfer
Form. After the transfer or gift purchase is completed, upon your request,
the Administrator will send you a non-negotiable gift announcement, which
you can present to the recipient. A notice indicating the transfer of
Office Depot common stock will also be forwarded to the recipient.
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13. HOW DO I SELL SHARES?
You can sell your Plan shares at any time by contacting the Administrator.
Your sale request will be processed and your shares will, subject to
market conditions and other factors, generally be sold within 24 hours of
receipt and processing. Please note that the Administrator cannot and does
not guarantee the actual sale date or price, nor can it stop or cancel any
outstanding sales or issuance requests. All requests are final. The
Administrator will mail a check to you (less applicable sales fees) on
settlement date, which is three business days after your shares have been
sold. Please allow an additional five to seven business days from
settlement date for the Post Office to deliver your check.
Alternatively, you may choose to sell your shares through a stockbroker of
your choice, in which case you would have to request a certificate for
your shares from the Administrator prior to such sale. See question #11
for instructions on how to obtain a certificate.
14. WHAT ARE THE COSTS?
There is no fee for enrolling in ODP Direct. Participation is voluntary
and you may discontinue your participation at any time. However, there are
fees associated with some of ODP Direct's services. Please refer to ODP
Direct Service Fees Schedule for more information on transaction and
trading fees.
15. WHAT ABOUT TAXES?
The Administrator will send a Form 1099-DIV to you and the Internal
Revenue Service after each year-end. This form will report all dividend
income you received during the year on your Office Depot common stock
(consisting of dividends, if applicable, and transaction or trading fees
paid on your behalf by Office Depot). If you sell shares through ODP
Direct, the Administrator will send a Form 1099-B to you and the Internal
Revenue Service after year-end. Form 1099-B will show the total proceeds
of the transactions. We recommend that you keep your transaction
statements, which are helpful for record keeping and tax purposes.
16. IF OFFICE DEPOT EVER PAYS DIVIDENDS TO SHAREHOLDERS, HOW DO I REINVEST
THEM?
If the Board of Directors decides to pay dividends to its shareholders,
you may choose to reinvest all or a portion of the dividends paid on
shares of Office Depot common stock you own in additional shares of Office
Depot common stock. You may change your election at any time by notifying
the Administrator. To be effective with respect to a particular dividend,
any such change must be received by the Administrator on or before the
record date for that dividend.
You may, of course, choose not to reinvest any of your dividends, in which
case the Administrator will remit any dividends to you by check or
automatic deposit to a bank account you designate.
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17. IF DIVIDENDS ARE EVER PAID TO SHAREHOLDERS, WHEN WOULD THEY BE REINVESTED?
If you have chosen the dividend reinvestment feature, the Administrator
will invest dividends in additional shares of Office Depot common stock
purchased on the open market or directly from Office Depot as promptly as
practicable, on or after the payable date, normally within one week. In
the unlikely event that, due to unusual market conditions, the
Administrator is unable to invest the funds within 30 days, the
Administrator will remit the funds to you by check. No interest will be
paid on funds held by the Administrator pending investment.
18. HOW CAN I VOTE MY SHARES?
You will receive proxy materials for all shares, full and fractional, in
your account. Your shares will be voted in accordance with your direction.
If you wish, you may vote your shares in person at Office Depot's annual
meeting of shareholders.
19. HOW WILL I KEEP TRACK OF MY INVESTMENTS?
The Administrator will send a transaction notice confirming the details of
each transaction you make. If you continue to participate in ODP Direct,
but have no transactions, the Administrator will send you an annual
statement detailing the status of your holdings of Office Depot common
stock in your account.
20. HOW WOULD I TERMINATE MY PARTICIPATION?
If dividends are ever paid to shareholders and you have elected to
reinvest them in ODP Direct, you may discontinue the reinvestment of your
dividends at any time by giving notice to the Administrator. Thereafter,
future dividends will be sent to you directly. To be effective for a given
dividend payment, the Administrator must receive notice before the record
date of that dividend. The Administrator will continue to hold your shares
unless you request a certificate for any full shares and a check for any
fractional share. You may also request the sale of all or part of any such
shares. See question #13.
21. WHAT IF I HAVE QUESTIONS ABOUT ODP DIRECT?
Any questions you have about buying or selling or any other services
offered by ODP Direct, should be made directly to the Administrator,
through the following:
INTERNET
--------
You can obtain information about your Office Depot account online via
Investor ServiceDirect. To gain access, you will require a password
which you may establish when you first logon. If you have forgotten
your password, call 1-877-978-7778 to have it reset.
To access Investor ServiceDirect please visit the Mellon Investor
Services website at
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www.melloninvestor.com
TELEPHONE
---------
The Administrator may be contacted at the following toll-free number
within the United States and Canada:
1-800-681-8059
An automated voice response system is available 24 hours a day, 7 days
a week. Customer Service Representatives are available from 9:00 a.m.
to 7:00 p.m., Eastern Standard Time, Monday through Friday (except
holidays).
IN WRITING
----------
You may also write to the Administrator at the following address:
MELLON BANK, N.A.
C/O MELLON INVESTOR SERVICES
P.O. BOX 3338
SOUTH HACKENSACK, NJ 07606-1938
Be sure to include your name, address, daytime phone number, social security or
tax I.D. number and a reference to Office Depot on all correspondence.
NOTE: YOUR INVESTMENT IN SHARES PURCHASED UNDER ODP DIRECT IS NO DIFFERENT FROM
ANY INVESTMENT IN SHARES YOU HOLD DIRECTLY. NEITHER OFFICE DEPOT NOR THE
ADMINISTRATOR CAN ASSURE A PROFIT OR PROTECT YOU AGAINST A LOSS ON SHARES
PURCHASED. YOU BEAR THE RISK OF LOSS AND ENJOY THE BENEFITS OF ANY GAIN FROM
MARKET PRICE CHANGES WITH RESPECT TO SHARES PURCHASED UNDER ODP DIRECT. ODP
DIRECT IS DESIGNED FOR THE LONG-TERM INVESTOR AND DOES NOT AFFORD THE SAME
FLEXIBILITY AS A STOCKBROKER'S ACCOUNT.
Office Depot has appointed Mellon Bank, N.A. as Administrator for ODP Direct.
Securities held by the Administrator in your account are not subject to
protection under the Securities Investor Protection Act of 1970. The
Administrator may use, and commissions may be paid to a broker-dealer that is
affiliated with the Administrator. Investors must make independent investment
decisions based upon their own judgment and research.
OFFICE DEPOT, INC. IS LISTED ON THE NEW YORK STOCK EXCHANGE AND TRADES UNDER THE
TICKER SYMBOL "ODP".
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WHERE YOU CAN FIND MORE INFORMATION
Office Depot files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our SEC filings
are available to the public over the Internet at http://www.sec.gov.
You may also obtain copies of the documents at prescribed rates by writing to
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, DC 20549. Please call 1-800-SEC-0330 for further information on the
operations of the public reference facilities. Our SEC filings are also
available at the office of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This prospectus constitutes part of a registration statement on Form S-3 filed
by Office Depot, Inc. under the Securities Act of 1933. As allowed by the SEC
rules, this prospectus does not contain all the information you can find in the
registration statement or the exhibits to the registration statement.
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INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" in this prospectus the
information we file with the SEC, which means:
1. Incoporated documents are considered part of this prospectus;
2. We can disclose important information to you by referring you to those
documents; and
3. Information that we file with the SEC will automatically update and
supersede the information in this prospectus and any information that
was previously incorporated.
We incorporate by reference the documents listed below which were filed with the
SEC under the Securities Exchange Act of 1934:
1. Our annual report on form 10-K for the year ended on December 30, 2000,
filed on March 27, 2001
2. Our quarterly report on form 10-Q for the quarter ended on March 31,
2001, filed on May 11, 2001.
3. Our current reports on form 8-K dated May 8 and May 30, 2001.
We also incorporate by reference each of the following documents that we will
file with the SEC after the date of the initial filing of the registration
statement and prior to the time we sell all of the shares of common stock
offered by this prospectus:
1. Reports filed under Section 13(a) and (c) of the Exchange Act;
2. Definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent stockholders'
meeting; and
3. Any reports filed under Section 15(d) of the Exchange Act.
You can obtain any of the filings incorporated by reference in this document
through us, or from the SEC's Web site or at the addresses listed above.
Documents incorporated by reference are available from us without charge,
excluding any exhibits to those documents unless the exhibit is specifically
incorporated by reference as an exhibit in this prospectus. You can obtain
documents incorporated by reference in this prospectus by requesting them online
at the Investor Relations section of our Web site, www.officedepot.com, under
Company Info/Investor Relations/Mail Request, or by writing or calling us at the
following address and telephone number:
Office Depot, Inc.
Attention: Investor Relations
2200 Old Germantown Road
Delray Beach, Florida 33445
Telephone: (561) 438-4800 x87641
15
ADDITIONAL INFORMATION
USE OF PROCEEDS
Shares purchased for Plan participants will, at the Company's option, be shares
newly issued by the Company, shares held in the Company's treasury or shares
purchased in the open market by the Administrator. The Company and the
Administrator are unable to estimate the number of shares, if any, that will be
purchased directly from the Company under the Plan or the amount of proceeds
from any such shares. Any proceeds received will be used by the Company for
general corporate purposes.
LEGAL MATTERS
The validity of the common stock offered hereby has been passed upon for the
Company by McDermott, Will & Emery, a partnership including professional
corporations, Chicago, Illinois, counsel to the Company.
EXPERTS
The consolidated financial statements and related financial statement schedule
incorporated in this Prospectus and in the Registration Statement by reference
from the Company's Annual Report on Form 10-K for the fiscal year ended December
30, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein by this reference, and
have been so incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
16
ODP DIRECT SERVICE FEES
Purchase of shares with initial investment No Charge
- ----------------------------------------------------------- --------------------------------
Purchase of shares with additional investments via check $5.00
- ----------------------------------------------------------- --------------------------------
Purchase of shares with additional investments via $3.50
individual automatic debit of bank account
- ----------------------------------------------------------- --------------------------------
Purchase of shares with additional investments via $2.00
monthly automatic debit of bank account
- ----------------------------------------------------------- --------------------------------
Transfer shares as gift No charge
- ----------------------------------------------------------- --------------------------------
Certificate safekeeping No charge
- ----------------------------------------------------------- --------------------------------
Withdrawal or certificate issuance No charge
- ----------------------------------------------------------- --------------------------------
Sale of shares (full and partial) $15.00
- ----------------------------------------------------------- --------------------------------
Trading fee for purchases (if market) No Charge
- ----------------------------------------------------------- --------------------------------
Trading fee for sales $.12 per share
- ----------------------------------------------------------- --------------------------------
Original or current year duplicate statement No charge
- ----------------------------------------------------------- --------------------------------
Bounced checks or rejected automatic debit of bank $ 35.00 per occurrence
account
OFFICE DEPOT, INC.
JUNE 1, 2001
MELLON BANK, N.A.
ODP DIRECT ADMINISTRATOR
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the offering are as follows:
Securities and Exchange Commission registration fee................$13,373
Printing and Mailing............................................... 48,000
Accounting fees and expenses....................................... 2,000
Legal fees and Expenses............................................ 10,000
Miscellaneous...................................................... 2,627
-------
TOTAL..............................................................$76,000
=======
Item 15. Indemnification of Officers and Directors.
The General Corporation law of the State of Delaware (the "Delaware
Law") permits indemnification of directors, employees and agents of corporations
under certain conditions and subject to certain limitations. Pursuant to the
Delaware Law, the Company has included in its Restated Certificate of
Incorporation and bylaws a provision to eliminate the personal liability of its
directors for monetary damages for breach or alleged breach of their duty of
care to the fullest extent permitted by Delaware Law and to provide that the
Company shall indemnify its directors and officers to the fullest extent
permitted by the Delaware Law. The Company believes that its charter and bylaw
provisions are necessary to attract and retain qualified persons as directors
and officers.
The Company has obtained insurance policies under which the Company's
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of certain actions, suits or proceedings, and certain liabilities which
might be imposed as a result of certain actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
Item 16. Exhibits.
Exhibit Number Description
- -------------- -----------
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).
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
the information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement, shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
the indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of the
issue.
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 requirements for filing on Form S-3 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 June 7, 2001.
OFFICE DEPOT, INC. (Registrant)
By: /s/ M. Bruce Nelson
-----------------------------------
M. Bruce Nelson
Chief Executive Officer
POWER OF ATTORNEY
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 June 7, 2001. Each of the directors and/or officers of
Office Depot, Inc. whose signature appears below hereby appoints M. Bruce
Nelson. and David C. Fannin, and each of them severally, as his attorney-in-fact
to sign in his name and behalf, in any and all capacities stated below, and to
file with the Securities and Exchange Commission any and all amendments,
including post-effective amendments, to this registration statement, making such
changes in the registration statement as appropriate, and generally to do all
the things in their behalf in their capacities as officers and directors to
enable Office Depot, Inc. to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission.
Signature Title
/s/ M. Bruce Nelson
- ------------------------------- Chief Executive Officer
M. Bruce Nelson (Principal Executive Officer)
/s/ David I. Fuente
- ------------------------------- Chairman of the Board
David I. Fuente
/s/ Irwin Helford
- ------------------------------- Vice Chairman and Director
Irwin Helford
/s/ Charles E. Brown
- ------------------------------- Senior Vice President, Finance and Controller
Charles E. Brown (Principal Financial and Accounting 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
- -------------- -----------
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).
- -----------------
* Filed herewith.
Exhibit 5
A Partnership Including Boston
Professional Corporations Chicago
227 West Monroe Street London
Chicago, IL 60606-5096 Los Angeles
312-372-2000 Miami
Facsimile 312-984-7700 Moscow
http://www.mwe.com New York
Orange County
St. Petersburg
Silicon Valley
Vilnius
Washington, D.C.
MCDERMOTT, WILL & EMERY
June 7, 2001
Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, Florida 33445
RE: 6,000,000 Shares of Common Stock ($0.01 par value)
including Preferred Share Purchase Rights
for the Direct Stock Purchase Plan (the "Plan")
-----------------------------------------------
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-3 (the "Registration Statement") for the registration under the Securities Act
of 1933, as amended, of 6,000,000 shares of the Company's Common Stock, $0.01
par value (the "Common Stock") including the related Preferred Share Purchase
Rights, which may be purchased pursuant to the Plan.
We have conferred with various officers of the Company and have
ascertained or verified, to our satisfaction, such facts as we deemed necessary
or appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that all legal and
corporate proceedings necessary for the authorization, issuance and delivery of
the shares of Common Stock under the Plan have been duly taken, and the Common
Stock, upon acquisition pursuant to the terms of the Plan, and the related
Preferred Share Purchase Rights will be duly authorized, legally and validly
issued, fully paid and nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Office Depot, Inc. on Form S-3 of or report dated February 15, 2001 appearing in
the Annual Report on Form 10-K of Office Depot, Inc. for the year ended December
30, 2000.
/s/ Deloitte & Touche LLP
Miami, Florida
June 7, 2001