POS AM 1 a17-21882_12posam.htm POS AM

 

As filed with the Securities and Exchange Commission on September 12, 2017

Registration No. 333-58743

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 3 TO

 

FORM S-3

 

REGISTRATION No. 333-58743

Under

The Securities Act of 1933

 

STAPLES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

04-2896127

(State or Other Jurisdiction of Incorporation or
Organization)

 

(IRS Employer Identification No.)

 

500 Staples Drive
Framingham, Massachusetts 01702
(508) 253-5000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

 

Michael T. Williams

Executive Vice President, Chief Legal Officer and Secretary
Staples, Inc.
500 Staples Drive
Framingham, Massachusetts 01702
(508) 253-5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

 

Approximate date of commencement of proposed sale to the public: Not applicable.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

 

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.  o

 

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.  o

 

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.  o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

 

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

 

Large accelerated filer

x

 

 

Accelerated filer

o

 

 

 

 

 

 

Non-accelerated filer

o

  (do not check if a smaller reporting company)

 

Smaller reporting company

o

 

 

 

 

 

 

 

 

 

 

Emerging growth company

o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

 

 

 



 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment relates to Registration Statement No. 333-58743 on Form S-3 (the “Registration Statement”), originally filed by Staples, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on July 9, 1998, pertaining to the registration of 13,955,000 shares of the Company’s common stock, par value $0.0006 per share.

 

The Company is filing this Post-Effective Amendment to the Registration Statement to withdraw and remove from registration the unissued securities pursuant to the Registration Statement.

 

On September 12, 2017, pursuant to the terms of an Agreement and Plan of Merger, dated as of June 28, 2017 (the “Merger Agreement”), by and among the Company, Arch Parent Inc. (“Parent”) and Arch Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, at which time the Company’s equity securities ceased to be publicly traded.

 

As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities registered under the Registration Statement that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statement.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Framingham, Commonwealth of Massachusetts, on September 12, 2017.

 

 

STAPLES, INC.

 

 

 

 

 

 

 

By:

/s/ Michael T. Williams

 

 

Michael T. Williams

 

 

Executive Vice President, Chief

 

 

Legal Officer and Secretary

 

3