Amended Stock Incentive Plan – Staples Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Staples, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or other jurisdiction of incorporation or organization)

04-2896127 (I.R.S. Employer

500 Staples Drive, Framingham, Massachusetts		01702
(Address of Principal Executive Offices)		(Zip Code)

Amended and Restated 2004 Stock Incentive Plan, as
amended

(Full title of the plan)

John J. Mahoney

Vice Chairman and Chief Financial Officer

Staples, Inc.

500 Staples Drive

Framingham, Massachusetts 01702

(Name and address of agent for service)

(508) 253-5000

(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.

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

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
Staples Common Stock, $0.0006 par value per share				20,000,000	(2)	$	21.42	(3)	$	428,400,000	(3)	$	30,545	(3)
(1)		In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)		Consists of 20,000,000 shares issuable under the Amended and Restated 2004 Stock Incentive Plan, as amended.
(3)		Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of Staples153 Common Stock as reported on the NASDAQ Global Select Market on June 1, 2010.

---

This Registration Statement registers additional securities of the same class
as other securities for which Registration Nos. 333-116644 filed on June 18,
2004, 333-128449 filed on September 20, 2004, and 333-153405 filed on September
10, 2008 relating to Staples153 Amended and Restated 2004 Stock Incentive Plan, as
amended, each remain effective.

PART I. INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS

Item 1. Plan Information.

The information required by Item 1 is included in documents sent or given to
participants in the plans covered by this Registration Statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 2. Registrant Information and Employee Plan Annual
Information.

The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this Registration Statement
pursuant to Rule 428(b)(1) of the Securities Act.

PART II. INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3. Incorporation of Documents by Reference.

Staples is subject to the informational and reporting requirements of
Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the “Commission”). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:

(a) Staples153 latest annual report filed pursuant to Section 13(a) or 15(d) of
the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act that contains audited financial statements for Staples153
latest fiscal year for which such statements have been filed.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

(c) The description of the securities contained in Staples153 registration
statement on Form 8-A filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

All documents subsequently filed by Staples pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Any documents or information “furnished” and not “filed” in accordance with
the Commission rules shall not be deemed incorporated in this registration
statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the securities has been passed upon by Mark A. Weiss, Esq.,
Vice President, Assistant General Counsel for Staples. Mr. Weiss is eligible to
participate in the Amended and Restated 2004 Stock Incentive Plan, as amended,
from time to time and owns or has rights to acquire an aggregate of less than
0.01% of Staples153 Common Stock.

II-1

---

Item 6. Indemnification of Directors and Officers.

Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.

Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is, or is threatened to be,
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful, provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

Staples153 restated certificate of incorporation provides that Staples shall
indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law. Staples153 restated certificate of incorporation
also provides that no director shall be liable to Staples or its stockholders
for monetary damages for breach of his fiduciary duty as a director, except for
liability (i) for any breach of the director153s duty of loyalty to Staples or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction in which the
director derived an improper personal benefit.

Staples153 amended and restated by-laws contain provisions to the effect that
each director and officer of Staples shall be indemnified by Staples against
liabilities and expenses in connection with any legal proceedings to which he is
or may be made a party or with which he may become involved or threatened by
reason of the fact that he is or was, or has agreed to become, a director or
officer of Staples, or is or was serving, or has agreed to serve, at the request
of Staples, as a director, officer or trustee of, or in a similar capacity with,
another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan). The provisions include indemnification
with respect to matters covered by a settlement. Any such indemnification shall
be made only if any of the following determine that indemnification is proper in
the circumstances because the person seeking indemnification has met the
applicable standards of conduct:

– the board of directors by a majority vote of a quorum consisting of
disinterested directors;

– if a quorum consisting of disinterested directors is not obtainable, a
majority of a committee of two or more disinterested directors;

– a majority vote of a quorum of the outstanding shares of stock of all
classes entitled to vote for directors, voting as a single class, consisting of
stockholders who are not at that time parties to the action, suit or proceeding
in question;

– independent legal action; or

– a court of competent jurisdiction.

It must be determined that the person seeking indemnification acted in good
faith with the reasonable belief that his action was in or not opposed to the
best interests of Staples, and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful;
except that, in the case of actions brought by or in the right of Staples, no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to Staples unless and
only to the extent that the adjudicating court determines despite the
adjudication of such liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
(including attorneys153 fees) which the adjudicating court deems proper.

Staples153 amended and restated bylaws further provide that to the extent that
a person has been successful, on the merits or otherwise, in defense of any
action, suit or proceeding for which such person is entitled to be indemnified
or in defense of any claim, issue or matter therein, or on appeal from any such
action, suit or proceeding, he shall be indemnified against all expenses
(including attorneys153 fees) actually and reasonably incurred by him or on his
behalf in connection therewith.

II-2

---

Staples maintains directors and officers liability insurance for the benefit
of its directors and certain officers. In addition, Staples has entered into
indemnification agreements with its directors and executive officers. These
agreements require, among other matters, that Staples indemnify its directors
and officers to the fullest extent provided by law and advance to such directors
and executive officers certain expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted or if the expenses
are covered by the proceeds of insurance. Staples will not indemnify the
directors and executive officers for an action, suit or proceeding initiated by
the director or executive officer unless approved by the board of directors or
if commenced following a change in control.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

Item 9. Undertakings.

1. Item 512(a) of Regulation S-K. 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;

(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective 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 such information in the registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Staples pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act, 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.

2. Item 512(b) of Regulation S-K. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of Staples153 annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.

3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of Staples pursuant to the foregoing provisions, or
otherwise, Staples has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Staples of expenses incurred
or paid by a director, officer or controlling person of Staples in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the

II-3

---

securities being registered, Staples 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 such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

II-4

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Staples 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 to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Framingham, Massachusetts, on June 7, 2010.

	STAPLES, INC.
	By:	/s/ RONALD L. SARGENT
		Ronald L. Sargent
		Chairman and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Staples, Inc., hereby severally
constitute and appoint Ronald L. Sargent, John J. Mahoney, Kristin A. Campbell
and Mark A. Weiss, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Staples, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature		Title		Date
/s/ RONALD L. SARGENT		Chairman and Chief Executive Officer		June 7, 2010
Ronald L. Sargent		(Principal executive officer)
/s/ JOHN J. MAHONEY		Vice Chairman and Chief Financial		June 7, 2010
John J. Mahoney		Officer (Principal financial officer)
/s/ CHRISTINE T. KOMOLA		Senior Vice President and Corporate		June 7, 2010
Christine T. Komola		Controller (Principal accounting officer)

II-5

---

/s/ BASIL L. ANDERSON		Director		June 7, 2010
Basil L. Anderson
/s/ ARTHUR M. BLANK		Director		June 7, 2010
Arthur M. Blank
/s/ MARY ELIZABETH BURTON		Director		June 7, 2010
Mary Elizabeth Burton
/s/ JUSTIN KING		Director		June 7, 2010
Justin King
/s/ CAROL MEYROWITZ		Director		June 7, 2010
Carol Meyrowitz
/s/ ROWLAND T. MORIARTY		Director		June 7, 2010
Rowland T. Moriarty
/s/ ROBERT C. NAKASONE		Director		June 7, 2010
Robert C. Nakasone
/s/ ROBERT E. SULENTIC		Director		June 7, 2010
Robert E. Sulentic
/s/ ELIZABETH A. SMITH		Director		June 7, 2010
Elizabeth A. Smith
/s/ VIJAY VISHWANATH		Director		June 7, 2010
Vijay Vishwanath
/s/ PAUL F. WALSH		Director		June 7, 2010
Paul F. Walsh

II-6

---

EXHIBIT INDEX

Number		Description
4.1(1)		Restated Certificate of Incorporation of Staples, dated September 29, 2008.
4.2(2)		Amended and Restated By-Laws of Staples, as amended, dated March 10, 2009.
5		Opinion of counsel.
10.1(3)		Amended and Restated 2004 Stock Incentive Plan, as amended.
23.1		Consent of counsel (included in Exhibit 5).
23.2		Consent of Ernst & Young LLP.
23.3		Consent of PricewaterhouseCoopers Accountants N.V.
24		Power of attorney (included on the signature pages of this registration statement).

---

(1) Previously filed as Exhibit 3.1 with the Securities and Exchange
Commission as Exhibit 3.1 to Staples153 Quarterly Report on Form 10-Q, for the
quarter ended November 1, 2008 (File No. 000-17586).

(2) Previously filed with the Securities and Exchange Commission as Exhibit
3.2 to Staples153 Annual Report on Form 10-K for the fiscal year ended January 31,
2009 (File No. 000-17586).

(3) Previously filed with the Securities and Exchange Commission as Exhibit
10.1 to Staples153 Current Report on Form 8-K filed on June 8, 2010. (File No.
000-17586).

II-7

---