UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (Dd) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~AUGUST 28~~September 6, 2017

STAPLES, INC. (Exact name of registrant as specified in charter)

(Exact name of registrant as specified in charter)

Delaware		0-17586		04-2896127
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Five Hundred Staples Drive, Framingham, MA		01702
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 508-253-5000

(Former name or former address, if changed since last report)

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. o

~~ITEM~~Item 15.0107. ~~ENTRY~~Submission ~~INTO~~of AMatters ~~MATERIAL~~to ~~DEFINITIVE~~a ~~AGREEMENT~~Vote of Security Holders.

~~Issuance~~At a special meeting of 8the stockholders of Staples, Inc.~~500%~~ ~~Senior~~(the ~~Notes~~“Company”) ~~due~~held ~~2025~~on September 6, 2017 (the “Special Meeting”), the Company’s stockholders voted on the proposals set forth below relating to the 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”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 3, 2017 (the “Proxy Statement”). The final results regarding each proposal are set forth below. There were 656,713,321 shares of Company common stock outstanding and entitled to vote on the record date for the Special Meeting, and 496,994,567 shares of company common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

OnProposal ~~August 28, 2017 (the “Closing Date”), Arch Merger Sub Inc~~No., a Delaware corporation (the “Escrow Issuer” or “Merger Sub”), formed by funds managed by Sycamore Partners Management, L.P. (“Sycamore”) in connection with the previously announced proposed acquisition of Staples, ~~Inc~~1. ~~(the~~To ~~“Company”)~~adopt ~~by such funds, pursuant to~~ the ~~Agreement and Plan of~~ Merger, ~~dated as of June 28, 2017 (the “Merger~~ Agreement~~”), by and among the Company, Arch Parent Inc~~., a Delaware corporation (the “Parent”), and Merger Sub, in which Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation (the “Merger”), issued $1.0 billion aggregate principal amount of 8.500% Senior Notes due 2025 (the “Notes”). The Notes were sold in the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

~~The~~This ~~net~~proposal ~~proceeds~~was ofapproved ~~this issuance, together with borrowings under certain new senior secured credit facilities (the “New Senior Secured Credit Facilities”) and the cash equity contributions of certain funds managed~~ by ~~Sycamore, will be used to finance~~ the ~~consummation~~requisite ofvote ~~the portion~~ of the ~~Merger attributable to the acquisition of the North American Delivery business of the~~ Company’s ~~and to pay related fees, costs and expenses~~stockholders.

Merger Sub deposited the gross proceeds from the offering of the Notes, plus an amount sufficient to fund a special mandatory redemption of the Notes, including accrued interest on the Notes through September 30, 2017, into a segregated escrow account with Wells Fargo Bank, National Association, as escrow agent. If the Merger is not consummated on or prior to December 28, 2017 or if the Merger Agreement is otherwise terminated, the Notes will be subject to a special mandatory redemption. The special mandatory redemption price will be equal to 100% of the initial issue price of the notes, plus accrued and unpaid interest to, but not including, the date of such special mandatory redemption. Upon consummation of the Merger, Merger Sub will be merged with and into the Company, the Company will assume all of the obligations of Merger Sub under the Notes and each of the Company’s existing and future wholly-owned domestic restricted subsidiaries that guarantee the New Senior Secured Credit Facilities will guarantee the Notes.

For		Against		Abstain
473,400,760		19,393,099		4,200,708

InProposal ~~connection~~No. 2. ~~therewith~~To approve, on a nonbinding advisory basis, the ~~Escrow~~“golden ~~Issuer~~parachute” ~~has~~compensation ~~entered~~that ~~into~~may be payable to the ~~following~~Company’s ~~agreements:~~named executive officers in connection with the Merger as reported in the Proxy Statement on the Golden Parachute Compensation table in the section entitled “Golden Parachute Compensation.”

~~Indenture~~This proposal was not approved by the requisite vote of the Company’s stockholders.

On the Closing Date, the Escrow Issuer entered into an indenture with Wells Fargo Bank, National Association, as trustee (the “Trustee”), providing for the issuance of the Notes and the terms thereof (the “Indenture”). The Indenture provides, among other things, that the Notes are general unsecured obligations of the Escrow Issuer. Interest is payable on the Notes on each March 15 and September 15, commencing March 15, 2018. At any time and from time to time prior to September 15, 2020, the Escrow Issuer may redeem the outstanding Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on such Notes to the redemption date, plus a make-whole premium determined in accordance with the Indenture. On or after September 15, 2020, the Escrow Issuer may redeem some or all of the outstanding Notes at redemption prices set forth in the Indenture. In addition, at any time prior to September 15, 2020, the Escrow Issuer may redeem up to 40% of the aggregate principal amount of the Notes using net proceeds from certain equity offerings at a redemption price equal to 108.500% of the principal amount of such Notes, plus accrued and unpaid interest and special interest, if any, to the redemption date, provided that certain conditions are met.

For		Against		Abstain
164,327,612		329,077,108		3,589,847

~~The~~Proposal ~~terms~~No. 3. ofTo ~~the~~approve ~~Indenture,~~one ~~among~~or ~~other~~more ~~things,~~adjournments ~~limit the ability~~ of the ~~Escrow~~Special ~~Issuer~~Meeting, toif ~~incur~~necessary ~~additional debt and issue preferred stock; pay dividends~~ or ~~make~~appropriate, ~~other~~to ~~restricted~~solicit ~~payments;~~additional ~~make~~proxies ~~certain~~if ~~investments;~~there ~~grant~~are ~~liens;~~insufficient ~~allow~~votes ~~restrictions~~at on the ~~ability~~time of ~~certain~~the ofSpecial ~~their~~Meeting ~~subsidiaries~~ to ~~pay~~approve ~~dividends~~the orproposal ~~make~~to ~~other~~adopt ~~payments;~~the ~~sell~~Merger ~~assets; merge or consolidate with other entities; and enter into transactions with affiliates~~Agreement.

2Adjournment of the Special Meeting was deemed unnecessary because there was a quorum present and there were sufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

~~Subject~~Safe toHarbor ~~certain~~for ~~limitations,~~Forward-Looking in the event of a Change of Control (as defined in the Indenture), the Escrow Issuer will be required to make an offer to purchase all of the Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the date of repurchase thereof.Statements

~~The~~Statements ~~Indenture~~in ~~provides~~this ~~for~~filing ~~customary~~regarding ~~events~~the ofproposed ~~default~~transaction between Parent and the Company, ~~which~~the ~~include~~expected ~~(subject~~timetable infor ~~certain~~completing ~~cases~~the totransaction ~~customary~~and ~~grace~~any other statements about Parent and ~~cure~~the ~~periods)~~Company managements’ future expectations, ~~among~~beliefs, ~~others~~goals, ~~nonpayment~~plans or prospects constitute forward-looking statements within the meaning of ~~principal~~the orPrivate ~~interest;~~Securities ~~breach~~Litigation Reform Act of ~~other~~1995. Any ~~covenants~~statements orthat ~~agreements~~are innot ~~the~~statements ~~Indenture;~~of ~~failure~~historical tofact ~~pay~~(including ~~certain~~statements ~~other~~containing ~~indebtedness;~~the ~~failure~~words to“believes,” ~~pay~~“plans,” ~~certain~~“anticipates,” ~~final~~“expects,” ~~judgments;~~estimates ~~failure~~and ofsimilar ~~certain~~expressions) ~~guarantees~~should also be considered to be ~~enforceable;~~forward ~~and~~looking ~~certain~~statements, ~~events~~although ofnot ~~bankruptcy~~all orforward-looking ~~insolvency~~statements contain these identifying words. Readers ~~Generally,~~should ifnot anplace ~~event~~undue reliance on these forward-looking statements. The Company’s actual results may differ materially from such forward-looking statements as a result of ~~default~~numerous ~~occurs~~factors, some of which the ~~Trustee~~Company ormay not be able to predict and may not be within the ~~holders~~Company’s ofcontrol. Factors atthat ~~least~~could ~~30%~~cause insuch ~~aggregate~~differences ~~principal~~include, ~~amount~~but ofare not limited to, (i) the ~~then~~risk ~~outstanding~~that ~~Notes~~the proposed Merger may ~~declare~~not be completed in a timely manner, or at all, ~~the~~which ~~Notes~~may toadversely beaffect ~~due~~the ~~and~~Company’s ~~payable~~business ~~immediately.~~and

~~Escrow Agreement~~2

Inthe ~~connection~~price ~~with~~of its common stock, (ii) the ~~issuance~~failure ~~and~~to ~~sale~~satisfy all of the ~~Notes,~~closing conditions of the ~~Escrow~~proposed ~~Issuer~~Merger, ~~Wells~~(iii) the ~~Fargo~~occurrence ~~Bank,~~of ~~National~~any ~~Association~~event, aschange ~~escrow~~or ~~agent~~other ~~(the~~circumstance ~~“Escrow~~that ~~Agent”),~~could ~~and~~give ~~the~~rise ~~Trustee~~to ~~entered~~the ~~into~~termination anof ~~escrow~~the ~~agreement~~Merger ~~dated~~Agreement, ~~August~~(iv) ~~28,~~the ~~2017~~effect (of the ~~“Escrow~~announcement ~~Agreement”).~~or ~~Pursuant~~pendency toof the ~~Escrow~~proposed ~~Agreement,~~Merger on the ~~Escrow~~Company’s ~~Issuer~~business, ~~deposited~~operating ~~into~~results, aand ~~segregated~~relationships ~~escrow~~with ~~account~~customers, ~~the~~suppliers, ~~gross~~competitors ~~proceeds~~and ~~from~~others, ~~the~~(v) risks ~~offering~~that of the ~~Notes,~~proposed ~~together~~Merger ~~with~~may andisrupt ~~amount~~the ~~sufficient~~Company’s tocurrent ~~pay~~plans ~~accrued~~ and ~~unpaid~~business ~~interest~~operations, ~~from~~(vi) potential ~~the~~difficulties ~~issue~~retaining ~~date~~employees as a result of the ~~Notes~~proposed toMerger, ~~but excluding, September~~(vii) ~~30,~~risks ~~2017.~~related ~~Prior~~ to the ~~release~~diverting of ~~the~~management’s ~~funds~~attention from the ~~segregated~~Company’s ~~escrow~~ongoing ~~account~~business tooperations, and (viii) the ~~Escrow~~outcome ~~Issuer~~of (any legal proceedings instituted against the ~~“Escrow~~Company ~~Release”),~~related to the ~~Notes~~Merger ~~will~~Agreement beor ~~secured~~the byproposed aMerger. There ~~first-priority~~are ~~security~~a ~~interest~~number inof ~~the~~important, ~~escrow~~additional ~~account~~factors ~~and~~that ~~all~~could ~~deposits~~cause ~~and~~actual ~~investment~~results ~~property~~or ~~therein~~events to differ materially from those indicated by such forward looking statements, including the ~~Trustee~~factors ~~for~~described in the ~~benefit~~Company’s ofAnnual Report on Form 10-K for the ~~holders~~year ofended January 28, 2017 and its most recent quarterly report filed with the ~~Notes~~SEC. The ~~Escrow~~Company ~~Release~~disclaims isany ~~subject~~intention or obligation to ~~the~~update ~~satisfaction~~any forward looking statements as a result of ~~certain~~developments ~~conditions,~~occurring ~~including~~after the ~~closing~~date of ~~the~~this ~~Merger~~filing.

Copies of the Indenture and the form of Notes are filed herewith as Exhibits 4.1 and 4.2, respectively, and are each incorporated herein by reference. The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.3

~~ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.~~SIGNATURE

~~The~~Pursuant ~~information~~to ~~under~~the ~~“Indenture”~~requirements inof ~~Item~~the ~~1.01~~Securities ~~above~~Exchange isAct ~~incorporated~~of ~~herein~~1934, the registrant has duly caused this report to be signed on its behalf by ~~reference~~the undersigned hereunto duly authorized.

Date:	September 6, 2017	Staples, Inc.

		By:	/s/ Michael T. Williams
			Michael T. Williams
			Executive Vice President,
			Chief Legal Officer and Secretary

~~ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.~~4

Exhibit Number		Description
4.1		Indenture, dated as of August 28, 2017, between Arch Merger Sub Inc. and Wells Fargo Bank, National Association, as trustee.
4.2		Form of 8.500% Senior Notes due 2025 (included in Exhibit 4.1).

Safe Harbor for Forward-Looking Statements

Statements in this document regarding the use of the net proceeds of the offering of the Notes, the proposed Merger, and other statements about Parent and the Company managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements, although not all forward-looking statements contain these identifying words. Readers should not place undue reliance on these forward-looking statements. The Company’s actual results may differ materially from such forward-looking statements as a result of numerous factors, some of which the Company may not be able to predict and may not be within the Company’s control. Factors that could cause such differences include, but are not limited to, (i) the risk that the proposed Merger may not be completed in a timely manner, or at all, which may adversely affect the Company’s business, (ii) the failure to satisfy all of the closing conditions of the proposed Merger, including the adoption of the Merger Agreement by the Company’s stockholders, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed Merger on the Company’s business, operating results, and relationships with customers, suppliers, competitors and others, (v) risks that the proposed Merger may disrupt the Company’s current plans and business operations, (vi) potential difficulties retaining employees as a result of the proposed Merger, (vii) risks related to the diverting of management’s attention from the Company’s ongoing business operations, and (viii) the outcome of legal proceedings instituted against the Company related to the Merger Agreement or the proposed Merger. There are a number of important, additional factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the factors described in the Company’s Annual Report on Form 10-K for the year ended January 28, 2017 and its most recent quarterly report filed with the SEC. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this filing, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STAPLES, INC.
	By:	/s/ Christine T. Komola
		Christine T. Komola
		Executive Vice President and Chief Financial Officer
Date: August 28, 2017

Exhibit Index

Exhibit Number		Description
4.1		Indenture, dated as of August 28, 2017, between Arch Merger Sub Inc. and Wells Fargo Bank, National Association, as trustee.
4.2		Form of 8.500% Senior Notes due 2025 (included in Exhibit 4.1).

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