Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

OFFICEMAX INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		82-0100790
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
263 SHUMAN BOULEVARD NAPERVILLE, ILLINOIS		60563
(Address of principal executive offices)		(Zip code)

OFFICEMAX SAVINGS PLAN

(Full title of the plan)

SUSAN WAGNER-FLEMING

SENIOR VICE PRESIDENT, CORPORATE SECRETARY, AND ASSOCIATE GENERAL COUNSEL

OFFICEMAX INCORPORATED

263 SHUMAN BOULEVARD

NAPERVILLE, ILLINOIS 60563

(630) 438-7800

(Name, address and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

TITLE OF SECURITIES TO BE REGISTERED		AMOUNT TO BE REGISTERED (1)		PROPOSED MAXIMUM OFFERING PRICE PER SHARE		PROPOSED MAXIMUM AGGREGATE OFFERING PRICE		AMOUNT OF REGISTRATION FEE
Common Stock, par value $2.50 per share		2,000,000		$14.95 (2)		$29,900,000 (2)		$3,851.12 (2)

(1)

The shares of common stock being registered will be issued in connection with the OfficeMax Savings Plan (the “Plan”). This registration statement also covers an indeterminate number of shares of common stock that may be issuable by reason of stock splits, stock dividends, or other adjustment provisions of the Plan, in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2)	The aggregate offering price and registration fee have been calculated in accordance with Rule 457(h) under the Securities Act. The computation is based on the average of the high and low sale price of the common stock as reported on the New York Stock Exchange on October 23, 2013.

 

 

 

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EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8 and Rule 429, OfficeMax Incorporated (the “Company”), a Delaware corporation, is filing this registration statement for the purpose of registering an additional 2,000,000 shares of our common stock, which may be issued upon the redemption, at the option of the Company, of the Company’s outstanding Series D Preferred Stock held under the OfficeMax Savings Plan (the “Plan”), in accordance with the terms of the related Certificate of Designation of Convertible Preferred Stock, Series D of Boise Cascade Corporation. The contents of the prior registration statements (File Nos. 033-28595 and 333-113648) pertaining to shares issuable under the Plan are incorporated herein by reference.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

 

Exhibit No.		Description
4.1		OfficeMax Savings Plan (as Amended and Restated effective as of January 1, 2009). Filed as Exhibit 4.1 to the Company’s Post-Effective Amendment to Form S-8 filed with the Securities and Exchange Commission on October 26, 2010.
5.1		Opinion of Susan Wagner-Fleming, Senior Vice President, Secretary and Associate General Counsel of the Company.
23.1		Consent of Susan Wagner-Fleming, Senior Vice President, Secretary and Associate General Counsel of the Company (included in Exhibit 5.1).
23.2		Consent of independent registered public accounting firm.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, OfficeMax Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Naperville, State of Illinois, on this 28th day of October, 2013.

 

Dated: October 28, 2013

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, on behalf of the registrant and in the capacities indicated, on October 28, 2013.

 

Signature				Capacity
(i) Principal Executive Officer:
/s/ Ravichandra Saligram				President and Chief Executive Officer
Ravichandra Saligram
(ii) Principal Financial and Accounting Officer
/s/ Deborah A. O’Connor				Interim Chief Financial Officer, Senior Vice President, Finance and Chief Accounting Officer
Deborah A. O’Connor
(iii) Directors:
/s/ Warren F. Bryant				/s/ V. James Marino
Warren F. Bryant				V. James Marino
/s/ Joseph M. DePinto				/s/ William J. Montgoris
Joseph M. DePinto				William J. Montgoris
/s/ Rakesh Gangwal				/s/ Ravichandra Saligram
Rakesh Gangwal				Ravichandra Saligram
/s/ Francesca Ruiz de Luzuriaga				/s/ David M. Szymanski
Francesca Ruiz de Luzuriaga				David M. Szymanski

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EXHIBIT INDEX

 

EXHIBIT NUMBER		DESCRIPTION OF EXHIBIT
4.1		OfficeMax Savings Plan (as Amended and Restated effective as of January 1, 2009). Filed as Exhibit 4.1 to the Company’s Post-Effective Amendment to Form S-8 filed with the Securities and Exchange Commission on October 26, 2010.
5.1		Opinion of Susan Wagner-Fleming, Senior Vice President, Secretary and Associate General Counsel of the Company.
23.1		Consent of Susan Wagner-Fleming, Senior Vice President, Secretary and Associate General Counsel of the Company (included in Exhibit 5.1).
23.2		Consent of independent registered public accounting firm.

Exhibit 5.1

[OFFICEMAX INCORPORATED LETTERHEAD]

October 28, 2013

OfficeMax Incorporated

263 Shuman Boulevard

Naperville, Illinois 60563

Re: Registration Statement on Form S-8 of OfficeMax Incorporated

Ladies and Gentlemen:

I am Senior Vice President, Corporate Secretary and Associate General Counsel of OfficeMax Incorporated, a Delaware corporation (the “Company”). I have acted as counsel to the Company in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) relating to the issuance of an additional 2,000,000 shares of common stock, $2.50 par value per share, of the Company (the “Shares”) issuable in connection with the OfficeMax Savings Plan, as amended (the “Plan”).

In connection with this opinion, I have reviewed the Registration Statement and the exhibits thereto, and I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, agreements, certificates of public officials and of officers of the Company, the Plan and other instruments, and such matters of law and fact as I have deemed necessary to render the opinion contained herein.

Based upon and subject to the foregoing, I am of the opinion that the shares of common stock to be issued in redemption of the shares of Series D Preferred Stock outstanding under the Plan will, when issued in accordance with the terms of the Certificate of Designation of Convertible Preferred Stock, Series D of Boise Cascade Corporation, be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to all references to me in the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.

 

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

OfficeMax Incorporated:

We consent to the use of our report dated February 25, 2013, with respect to the consolidated balance sheets of OfficeMax Incorporated and subsidiaries as of December 29, 2012 and December 31, 2011, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 29, 2012, and the effectiveness of internal control over financial reporting as of December 29, 2012, incorporated by reference in the registration statement on Form S-8 of OfficeMax Incorporated dated October 28 2013.

/s/ KPMG LLP

Chicago, Illinois

October 28, 2013