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 (Date of earliest event reported): October 27, 2015

Commission file number 1-10948

 

 

OFFICE DEPOT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware (State or other jurisdiction of incorporation or organization)		59-2663954 (I.R.S. Employer Identification No.)
6600 North Military Trail, Boca Raton, FL (Address of principal executive offices)		33496 (Zip Code)

(561) 438-4800

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.03.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 27, 2015, and effective as of that date, the Board of Directors (the “Board”) of Office Depot, Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to the effect that, during the four-year transition period following the Company’s merger with OfficeMax Incorporated, a new lead outside director would be selected only if, and after, the Agreement and Plan of Merger, dated as of February 4, 2015 (the “Merger Agreement”), among the Company, Staples, Inc. (“Staples”) and Staples AMS, Inc. (“Merger Sub”) were terminated.

The preceding description of the amendment to the Bylaws is qualified in its entirety by reference to the Amendment to the Amended and Restated Bylaws of Office Depot, Inc., a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

 

Exhibit 3.1		Amendment to the Amended and Restated Bylaws of Office Depot, Inc.

 

2

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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 hereunto duly authorized.

Dated: October 30, 2015

 

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EXHIBIT INDEX

 

Exhibit 3.1		Amendment to the Amended and Restated Bylaws of Office Depot, Inc.

 

4

Exhibit 3.1

AMENDMENT TO THE

AMENDED AND RESTATED BYLAWS

OF

OFFICE DEPOT, INC.,

A DELAWARE CORPORATION

Section 3 of Article VI of the Amended and Restated Bylaws of Office Depot, Inc. is hereby amended and restated to read as follows:

“Section 3. Chairman and Lead Director. During the Specified Post-Merger Period, the Chairman of the Board and Lead Director (or only the Lead Outside Director, if the Chief Executive Officer is appointed to also serve as the Chairman of the Board pursuant to Article III, Section 2 of these Bylaws) shall be (A) a Continuing Office Depot Director designated by the Continuing Office Depot Directors Committee from and after November 12, 2013 (the “Appointment Date”) until the date of the first meeting of the Board of Directors immediately following the termination of that certain Agreement and Plan of Merger, dated as of February 4, 2015 (as amended, restated, supplemented or otherwise modified from time to time), among the corporation, Staples, Inc. and Staples AMS, Inc. (such date, the “Rotation Date”), and (B) a Continuing OfficeMax Director designated by the Continuing OfficeMax Directors Committee from and after the Rotation Date until the expiration of the Specified Post-Merger Period.”