8-K

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)   May 16, 2008 (May 13, 2008)

UNITED STATIONERS INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10653	36-3141189
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Parkway North Blvd. Suite 100 Deerfield, Illinois	60015-2559
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (847) 627-7000

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 (see General Instruction A.2. below):

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

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2008, the Governance Committee of the Board of Directors approved the form of Restricted Stock Unit Award Agreement for non-employee directors under the United Stationers Inc. 2004 Long-Term Incentive Plan (the “RSU Agreement”).  The RSU Agreement reflects the grant to a non-employee director of restricted stock units.  Each restricted stock unit represents the right to receive one share of the Registrant’s Common Stock upon settlement.  The RSU Agreement provides that the restricted stock units vest as to 33-1/3% of the total units subject to the RSU Agreement on each of the first three anniversaries of the date of grant.  If a director’s service to the Registrant terminates prior to a scheduled vesting date due to death or disability (as defined in the RSU Agreement), a pro rata portion of the unvested restricted stock units will vest as of the date of termination, as calculated in accordance with the RSU Agreement.  In the event of a change of control (as defined in the Plan), the unvested units will vest immediately.  Shares of Common Stock will be delivered to the non-employee director with respect to the vested restricted stock units as soon as administratively possible after, and no more than 75 days after, the director’s service to the Registrant terminates for any reason.  The RSU Agreement provides for dividend equivalents paid in the form of additional restricted stock units in the event that the Registrant pays cash dividends on its Common Stock.

John J. Zillmer did not stand for re-election to the Board of Directors at the Registrant’s annual stockholders meeting on May 14, 2008 due to time commitment constraints.  On May 14, 2008, the Registrant’s Board of Directors elected Alex D. Zoghlin to serve as a Class III director, filling the vacancy created by Mr. Zillmer’s departure.  Mr. Zoghlin was also appointed as a member of the Technology Advisory Committee and the Audit Committee.

A press release announcing Mr. Zillmer’s decision not to stand for re-election, as well as Mr. Zoghlin’s election to the Board of Directors, is attached as Exhibit 99.1 and incorporated herein by reference.

Mr. Zoghlin will receive compensation pursuant to the summary of compensation for non-employee directors which has been described in, and filed as an exhibit to, the Registrant’s prior SEC filings.

Item 8.01Other Events.

On May 16, 2008, the Registrant issued a press release announcing that its board of directors approved and authorized the company to purchase an additional $100 million of the Registrant’s Common Stock.  This is in addition to the $200 million authorized on August 15, 2007.  The Registrant may purchase its common stock from time to time in the open market or in privately negotiated transactions. Depending on market and business conditions and other factors, these purchases may be commenced or suspended at any time without notice. The Registrant currently has 23.4 million shares outstanding.

A copy of the Registrant’s press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

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SIGNATURES

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.

	UNITED STATIONERS INC.
Date: May 16, 2008	/s/Eric A. Blanchard
	Senior Vice President, General Counsel and
	Secretary

Item 9.01               Financial Statements and Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description
10.1*	Restricted Stock Unit Award Agreement for non-employee directors under the United Stationers Inc. 2004 Long-Term Incentive Plan.
99.1*	Press Release, dated May 16, 2008, announcing the departure of John J. Zillmer and the election of Alex D. Zoghlin to the Board of Directors of the Registrant.
99.2*	Press Release, dated May 16, 2008, announcing a new share repurchase authorization.

*              Filed herewith.

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EX-10.1

Exhibit 10.1

UNITED STATIONERS INC.
2004 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

(NON-EMPLOYEE DIRECTORS)

Dear:

This Restricted Stock Unit Award Agreement (this “Agreement”), effective as of September 1, 2007 (the “Award Date”), is by and between                           (the “Participant”), and United Stationers Inc., a Delaware corporation (the “Company”).  Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s 2004 Long-Term Incentive Plan (the “Plan”).

In the exercise of its discretion to grant awards under the Plan, the Committee determined that the Participant should receive an award on the Award Date of either restricted stock or restricted stock units under the Plan, and provided the Participant with the opportunity to elect the form of award to be received.  Prior to the Award Date, the Participant submitted to the Company a Deferral Election Agreement whereby the Participant elected to receive an award in the form of restricted stock units, and to defer the settlement of all such units until his separation from service as a director of the Company.  This Agreement is intended to effect the resulting award of restricted stock units on the following terms and conditions:

1.Grant.  The Company hereby grants to the Participant a Restricted Stock Unit Award (the “Award”) of                      restricted stock units, each representing the right to receive one share of the Company’s Stock as provided in Section 5 of this Agreement.  The Award will be subject to the terms and conditions of the Plan and this Agreement.  Restricted stock units that are subject to the terms and conditions of this Agreement are referred to as the “Units.”  The Company will establish a bookkeeping account in the Participant’s name to reflect the number of Units credited to the Participant.

2.No Rights as a Stockholder.  The Units granted pursuant to this Award do not entitle the Participant to any rights of a stockholder of the Company’s Stock.  The Participant’s rights with respect to the Units shall remain forfeitable at all times until satisfaction of the vesting conditions set forth in Section 3 of this Agreement.

3.Vesting; Effect of Date of Termination.  So long as the Participant’s Date of Termination has not yet occurred, the Participant’s Units will vest in accordance with the following schedule:

Scheduled Vesting Date	Percentage of Total Units To Vest (cumulative)
September 1, 2008	33 1/3%
September 1, 2009	33 1/3%
September 1, 2010	33 1/3%

If the Participant’s Date of Termination occurs for any reason before any Scheduled Vesting Date, the Participant’s Units that are not yet vested immediately prior to such Date of Termination will be forfeited on and after the Participant’s Date of Termination, subject to the following:

(a)If the Participant’s Date of Termination occurs before a Scheduled Vesting Date by reason of the Participant’s death or Permanent and Total Disability (as defined below), a Pro Rata Portion of the then unvested Units will become vested as of the Participant’s Date of Termination.  As used herein, the “Pro Rata Portion” of the Units shall be determined by multiplying the number of unvested Units immediately prior to the Participant’s Date of Termination by a fraction, the numerator of which shall be the number of whole months elapsed between the most recent Scheduled Vesting Date prior to the Date of Termination (or the Award Date, if no Scheduled Vesting Date has yet occurred) and the Date of Termination, and the denominator of which shall be the number of whole months between the most recent Scheduled Vesting Date prior to the Date of Termination (or the Award Date, if no Scheduled Vesting Date has yet occurred) and the final Scheduled Vesting Date.

(b)If a Change of Control occurs after the Award Date and prior to the Participant’s Date of Termination, then all of the Units that were not yet vested immediately prior to the Change of Control will then become fully vested as of the date of such Change of Control.

(c)For purposes of this Agreement, the term “Permanent and Total Disability” means the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, effectively to carry out his duties and obligations as a director of the Company or to participate effectively and actively as a director of the Company for 90 consecutive days or shorter periods aggregating at least 180 days (whether or not consecutive) during any twelve-month period.

(d)For purposes of this Agreement, a Date of Termination shall be deemed to have occurred only if on such date the Participant has experienced a “separation from service” as defined in the regulations promulgated under Section 409A of the Code.

Except as otherwise specifically provided, the Company will not have any further obligations to the Participant under this Agreement if the Participant’s Units are forfeited as provided herein.

4.Dividend Equivalents.  If the Company pays cash dividends on its Stock on or after the date of this Agreement, then the Company shall credit to the Participant’s account, as of

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any dividend payment date, a number of additional Units.  The number of additional Units so credited will be equal to the total number of Units previously credited to your account under this Award (including any Units previously credited pursuant to this Section 4) multiplied by the per share dollar amount of the cash dividend paid on that date, divided by the Fair Market Value of a share of Company Stock on that date.  Any additional Units so credited shall be subject to the same terms and conditions as the Units to which such additional Units relate, and will be forfeited if the Units with respect to which such additional Units were credited are forfeited.

5.Settlement of Units.  As soon as administratively practicable after the Participant’s Date of Termination, but in no event more than 75 days after such Date of Termination, the Company shall cause to be delivered to the Participant, or to the Participant’s beneficiary or legal representative in the event of Participant’s death, one share of Stock in payment, settlement and full satisfaction of each vested Unit.  Such shares shall be delivered (i) by delivering a stock certificate evidencing such shares, (ii) by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company, or (iii) if Participant requests, by electronically transferring such shares to a brokerage account designated by the Participant.  If the number of vested Units at the time of settlement includes a fractional Unit, the Company will issue a number of shares equal to the number of whole Units and settle any fractional Unit in cash.

6.Compliance with Laws.  Despite the provisions of Section 5 hereof, the Company is not required to issue or deliver any shares of Stock if at any time the Company determines that the listing, registration or qualification of such shares upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the issuance or delivery of the shares hereunder in compliance with all applicable laws and regulations, unless such listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any conditions not acceptable to the Company.

7.No Right to Continued Service.  Nothing herein confers upon the Participant any right to continue in the service of the Company or any Subsidiary.

8.Nontransferability.  Except as otherwise provided by the Committee or as provided in Section 5, and except with respect to shares of Stock issued in settlement of vested Units, the Participant’s interests and rights in and under this Agreement may not be assigned, transferred, exchanged, pledged or otherwise encumbered other than as designated by the Participant by will or by the laws of descent and distribution.  Issuance of shares of Stock in settlement of Units will be made only to the Participant; or, if the Committee has been provided with evidence acceptable to it that the Participant is legally incompetent, the Participant’s personal representative; or, if the Participant is deceased, to the designated beneficiary or other appropriate recipient in accordance with Section 5 hereof.  The Committee may require personal receipts or endorsements of a Participant’s personal representative, designated beneficiary or alternate recipient provided for herein.  Any effort to otherwise assign or transfer any Units or any rights or interests therein or thereto under this Agreement will be wholly ineffective, and will be grounds for termination by

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the Committee of all rights and interests of the Participant and his or her beneficiary in and under this Agreement.

9.Administration and Interpretation.  The Committee has the authority to control and manage the operation and administration of the Plan.  Any interpretations of the Plan by the Committee and any decisions made by it under the Plan are final and binding on the Participant and all other persons.

10.Governing Law.  This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of law of Delaware or any other jurisdiction.

11.Sole Agreement.  Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to all of the terms and conditions of the Plan (as the same may be amended in accordance with its terms), a copy of which may be obtained by the Participant from the office of the Secretary of the Company.  In addition, this Agreement and the Participant’s rights hereunder shall be subject to all interpretations,  determinations, guidelines, rules and regulations adopted or made by the Committee from time to time pursuant to the Plan.  This Agreement is the entire agreement between the parties to it with respect to the subject matter hereof, and supersedes any and all prior oral and written discussions, commitments, undertakings, representations or agreements (including, without limitation, any terms of any employment offers, discussions or agreements between the parties).

12.Binding Effect.  This Agreement will be binding upon and will inure to the benefit of the Company and the Participant and, as and to the extent provided herein and under the Plan, their respective heirs, executors, administrators, legal representatives, successors and assigns.

13.Amendment and Waiver.  This Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement between the Company and the Participant without the consent of any other person.  No course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

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IN WITNESS WHEREOF, the Company has duly executed this Agreement as of the Award Date.

Very truly yours,

UNITED STATIONERS INC.

By:

[Name]

[Title]

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EX-99.1

Exhibit 99.1

n e w s   r e l e a s e

Executive Offices	For Further Information Contact:
One Parkway North Blvd.
Suite 100
Deerfield, IL 60015-2559
	Richard W. Gochnauer
	President and Chief Executive Officer
		or
	Victoria J. Reich
	Sr. Vice President and Chief Financial Officer
	United Stationers Inc.
	(847) 627-7000

UNITED STATIONERS INC.

REELECTS ZOGHLIN TO BOARD OF DIRECTORS

TO REPLACE ZILLMER

DEERFIELD, Ill., May 16, 2008 — United Stationers Inc. (NASDAQ: USTR) announced today that Alex D. Zoghlin has rejoined its board of directors, filling the vacancy created by John J. Zillmer’s decision not to stand for reelection.

Alex D. Zoghlin, 38, served on the United Stationers board from November of 2000 until May 2006.  He resigned at that time to focus exclusively on building G2 Switchworks, a Chicago-based travel/technology firm, where he was president and chief executive officer.  Zoghlin recently left G2 Switchworks upon its change of ownership.  He previously served as chairman, president and chief executive officer of neoVentures Inc., a venture capital investment company for emerging technology companies.  Prior to that, he was chief technology officer of Orbitz, LLC, a consumer-oriented travel industry portal backed by major airline companies.

“We are very pleased that Alex is returning to the board,” said Frederick B. Hegi, Jr., United Stationers chairman of the board. “Since 2006, Alex has continued to provide key input to our Technology Advisory Committee, and United will benefit from his increased level of involvement.”

John J. Zillmer has served on United’s board of directors since 2004.  Zillmer’s director term ended at the May 14, 2008 annual stockholders’ meeting. He decided not to continue to serve on the board because of time commitment constraints associated with his responsibilities at Allied Waste, where he is chairman and chief executive officer.

“We will certainly miss John and appreciate all of the contributions that he has made since joining the board,” added Hegi.  “His experience in operations, revenue growth initiatives, and award-winning customer service has positively shaped United’s approach in all of these areas.”

Company Overview

United Stationers Inc. is North America’s largest broad line wholesale distributor of business products, with net sales for 2007 of $4.6 billion.  The company stocks over 100,000 items, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, and industrial supplies.  A network of 67 distribution centers allows it to deliver these products to approximately 30,000 reseller customers.  This network, combined with United’s depth and breadth of inventory, enables the company to ship most products overnight to more than 90% of the U.S. and major cities in Mexico. United’s focus on fulfillment excellence has given it an average line fill rate of better than 97%, a 99.5% order accuracy rate, and a 99% on-time delivery rate.  For more information, visit www.unitedstationers.com.

United Stationers’ common stock trades on the NASDAQ Global Select Market under the symbol USTR.

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EX-99.2

Exhibit  99.2

n e w s   r e l e a s e

Executive Offices	For Further Information Contact:
One Parkway North Blvd.
Suite 100
Deerfield, IL 60015-2559
	Richard W. Gochnauer
	President and Chief Executive Officer
		or
	Victoria J. Reich
	Sr. Vice President and Chief Financial Officer
	United Stationers Inc.
	(847) 627-7000

UNITED STATIONERS INC.

INCREASES SHARE REPURCHASE AUTHORIZATION

DEERFIELD, Ill., May 16, 2008 — United Stationers Inc. (NASDAQ: USTR) announced today that its board of directors approved and authorized the company to purchase an additional $100 million of its common stock.

The company may purchase stock from time to time in the open market or in privately negotiated transactions.  Depending on market and business conditions and other factors, including the company’s leverage target, credit agreement restrictions, cost of borrowing and other potential investment opportunities, these purchases may be commenced or suspended at any time without notice.  The company currently has 23.4 million shares outstanding and approximately $858 thousand remaining under a prior $200 million authorization approved by its board in August 2007.

Forward-Looking Statements

This news release contains forward-looking statements, including references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results or events and other statements that are not strictly historical in nature. These statements are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here. These risks and uncertainties include, but are not limited to the following: United’s ability to effectively manage its operations and to implement general cost-reduction and margin-enhancement initiatives; United’s reliance on key customers, and the business, credit and other risks inherent in continuing or increased customer concentration; United’s reliance on independent dealers for a significant percentage of its net sales and the importance of the continued independence, viability and success of these dealers; continuing or increasing competitive activity and pricing pressures within existing or expanded product categories, including competition from product manufacturers that sell directly to United’s customers; prevailing economic conditions and changes affecting the business products industry and the general economy; United’s reliance on key suppliers; the impact of variability in supplier pricing, allowance programs, promotional incentives and other terms, conditions and policies; the impact of variability in customer and end-user demand patterns on United’s product offerings and sales mix and, in turn, on customer rebates payable and supplier allowances earned by United; United’s ability to maintain its existing information technology systems and to successfully procure and implement new systems without business disruption or other unanticipated difficulties or costs; United’s ability to effectively identify, consummate and integrate acquisitions; United’s reliance on key management personnel, both in day-to-day operations and in execution of new business initiatives; and the effects of hurricanes, acts of terrorism and other natural or man-made disruptions.

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Shareholders, potential investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. For additional information about risks and uncertainties that could materially affect United’s results, please see the company’s Securities and Exchange Commission filings.  The company does not undertake to update any forward-looking statement, and investors are advised to consult any further disclosure by United on this matter in its filings with the Securities and Exchange Commission and in other written statements it makes from time to time. It is not possible to anticipate or foresee all risks and uncertainties, and investors should not consider any list of risks and uncertainties to be exhaustive or complete.

Company Overview

United Stationers Inc. is North America’s largest broad line wholesale distributor of business products, with net sales for 2007 of $4.6 billion.  The company stocks over 100,000 items, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, and industrial supplies.  A network of 67 distribution centers allows it to deliver these products to approximately 30,000 reseller customers.  This network, combined with United’s depth and breadth of inventory, enables the company to ship most products overnight to more than 90% of the U.S. and major cities in Mexico. United’s focus on fulfillment excellence has given it an average line fill rate of better than 97%, a 99.5% order accuracy rate, and a 99% on-time delivery rate.    For more information, visit www.unitedstationers.com.

United Stationers’ common stock trades on the NASDAQ Global Select Market under the symbol USTR.

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