
<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1995
                                        REGISTRATION STATEMENT NO. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                 STAPLES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                            ------------------------
<TABLE>
<S>                                                       <C>
            DELAWARE                                                   04-2896127
(State or other jurisdiction of                           (I.R.S. Employer Identification No.)
 incorporation or organization)
</TABLE>
                            100 PENNSYLVANIA AVENUE
                                 P.O. BOX 9328
                      FRAMINGHAM, MASSACHUSETTS 01701-9328
                                 (508) 370-8500
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
 
                            ------------------------
 
                          PETER M. SCHWARZENBACH, ESQ.
                                   Secretary
                                 STAPLES, INC.
                            100 PENNSYLVANIA AVENUE
                                 P.O. BOX 9328
                      FRAMINGHAM, MASSACHUSETTS 01701-9328
                                 (508) 370-8500
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   Copies to:
<TABLE>
<S>                                                         <C>
  Patrick J. Rondeau, Esq.                                   Gordon H. Hayes, Jr., Esq.
       Hale and Dorr                                         Testa, Hurwitz & Thibeault
      60 State Street                                             53 State Street
Boston, Massachusetts 02109                                 Boston, Massachusetts 02109
       (617) 526-6000                                              (617) 248-7000
</TABLE>
                            ------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  / /
 
    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.  /X/
 
    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.  / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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.  / /
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  / /
 
<TABLE>
                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
<CAPTION>
                                                               PROPOSED MAXIMUM  PROPOSED MAXIMUM   AMOUNT OF
TITLE OF EACH CLASS                             AMOUNT TO BE    OFFERING PRICE  AGGREGATE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED                   REGISTERED      PER SHARE(1)        PRICE(1)          FEE
- ---------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>          <C>               <C>
Common Stock, par value $.0006 par value...... 5,750,000 shares       $29.75       $171,062,500      $58,988
==============================================================================================================
<FN> 
(1) Estimated solely for purposes of calculating the registration fee pursuant to 
    Rule 457(c) and based upon prices on the Nasdaq National Market on June 14, 1995.
</TABLE>
 
    The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
================================================================================
<PAGE>   2
 
                                5,750,000 SHARES
 
                                    STAPLES
                                  COMMON STOCK
                            ------------------------
    This Prospectus covers the issuance and sale of 5,750,000 shares of Common
Stock of Staples, Inc. (the "Company") issuable to holders of the Company's
outstanding 5% Convertible Subordinated Debentures due 1999 (the "Debentures")
upon conversion of the Debentures or issuable to Alex. Brown & Sons Incorporated
(the "Purchaser") under the standby arrangements described herein, and the
resale to the public by the Purchaser of any such shares of Common Stock. As of
June 19, 1995, Debentures in an aggregate principal amount of $115,000,000 were
outstanding.
 
    The Company has called for redemption on July 10, 1995 (the "Redemption
Date") all of the outstanding Debentures, at a redemption price of $1,035.71
plus accrued interest of $9.72 from May 1, 1995 to the Redemption Date, for a
total of $1,045.43, for each $1,000 principal amount of Debentures (the
"Redemption Price"). Prior to 5:00 p.m., Boston, Massachusetts time (the "Close
of Business"), on June 30, 1995 (the "Expiration Date"), holders of Debentures
may convert their Debentures into shares of Common Stock at a conversion price
of $20.00 aggregate principal amount of Debentures per share of Common Stock.
Any Debentures not surrendered for conversion by the Close of Business on the
Expiration Date will be redeemed on the Redemption Date. Holders of Debentures
who elect to convert their Debentures into Common Stock will not be entitled to
receive accrued interest on their Debentures from May 1, 1995 (the most recent
interest payment date). The Company's Common Stock is traded on the Nasdaq
National Market under the symbol SPLS. On June 16, 1995, the last reported sale
price of the Common Stock on the Nasdaq National Market, as reported by Nasdaq,
was $29.94 per share. See "Price Range of Common Stock and Dividend Policy."
Holders of Debentures are urged to obtain current information as to the market
prices of the Common Stock.
 
    The Company has entered into a standby purchase agreement with the Purchaser
pursuant to which the Purchaser has agreed, subject to certain conditions, to
purchase from the Company such number of shares of Common Stock as would have
been issuable upon the conversion of any Debentures which have not been duly
surrendered for conversion by the Close of Business on the Expiration Date. The
purchase price for such shares of Common Stock will be an amount equal to the
aggregate Redemption Price of such Debentures. The Purchaser has agreed to remit
to the Company 50% of the excess of the aggregate proceeds received upon the
resale by the Purchaser of such shares of Common Stock (net of selling
concessions, certain costs of funds and certain other costs) over the aggregate
purchase price paid by the Purchaser for such shares. Pursuant to the terms of
the standby agreement, the Company has agreed to pay to the Purchaser (i)
$240,000, (ii) the Purchaser's out-of-pocket expenses incurred in connection
herewith (not to exceed $25,000), (iii) $.50 per share for each share of Common
Stock in excess of 287,500 shares but less than or equal to 2,875,000 shares
purchased by the Purchaser pursuant to the Standby Agreement and (iv) $.65 per
share for each share of Common Stock in excess of 2,875,000 shares purchased by
the Purchaser pursuant to the standby agreement. The Purchaser may acquire
Debentures in the open market or otherwise prior to the Close of Business on the
Expiration Date. The Purchaser has agreed to convert into Common Stock all
Debentures owned by it or so acquired. See "Standby and Other Arrangements."
 
    Prior to or after the Redemption Date, the Purchaser intends to offer shares
of Common Stock, including shares of Common Stock acquired pursuant to the
standby arrangements or upon the conversion of Debentures, directly to the
public at prices set from time to time by the Purchaser. The Purchaser intends
that such prices will not be increased more than once in any calendar day and
will not exceed the highest price at which a dealer not participating in such
distribution is then offering shares of Common Stock to other dealers, plus the
amount of any concession to dealers. In effecting such transactions, the
Purchaser may realize profits or losses independent of the compensation
described under "Standby and Other Arrangements." The Purchaser may also make
sales to dealers at prices which represent concessions, in amounts to be
determined from time to time by the Purchaser, from the prices at which such
shares of Common Stock are then being offered to the public. Any shares of
Common Stock so offered are subject to prior sale, when, as and if delivered to
and accepted by the Purchaser, and subject to the Purchaser's right to reject
orders in whole or in part.
                            ------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
      PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
        REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------------
                               ALEX. BROWN & SONS
                                  INCORPORATED
                 The date of this Prospectus is June 20, 1995.
<PAGE>   3
 
     IN CONNECTION WITH THIS OFFERING, THE PURCHASER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK,
THE DEBENTURES OR BOTH AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission pursuant to the informational
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Common Stock of the Company is traded on the Nasdaq National Market.
Reports and other information concerning the Company may be inspected at the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
 
     The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, as certain items are omitted in accordance with
the rules and regulations of the Commission. For further information pertaining
to the Company and the shares of Common Stock offered hereby, reference is made
to such Registration Statement and the exhibits and schedules thereto, which may
be inspected without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of which may be obtained from the
Commission at prescribed rates.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed by the Company with the Commission are
incorporated herein by reference:
 
          (1) The Company's Annual Report on Form 10-K, as amended by Amendment
     No. 1 on Form 10-K/A, for the fiscal year ended January 28, 1995;
 
          (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
     April 29, 1995; and
 
          (3) The Company's Registration Statement on Form 8-A dated April 7,
     1989 registering the Common Stock under Section 12(g) of the Exchange Act.
 
     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing 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 purposes of this Prospectus 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
 
                                        2
<PAGE>   4
 
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
     The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Secretary of the Company, 100 Pennsylvania Avenue, P.O. Box
9328, Framingham, Massachusetts 01701-9328; telephone (508) 370-8500.
 
     Except as otherwise noted, all information in this Prospectus reflects the
three-for-two splits of the Company's Common Stock effected in the form of 50%
stock dividends in December 1993 and October 1994.
 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
 
                                        3
<PAGE>   5
 
                                  THE COMPANY
 
     Staples pioneered the office supplies superstore concept in 1986 and is a
leading office supplies retailer with over 370 stores in North America. These
retail superstores serve small businesses and home office customers by offering
one-stop shopping for their office products needs and by carrying a wide
selection of products at prices substantially below those customarily available
from traditional sources. Through recent acquisitions of contract stationers and
increased focus on Staples Direct, the Company's mail order delivery business,
Staples has expanded its customer base to include medium- and large-size
businesses. As a result, the Company is now positioned to serve the needs of
customers in all end-user segments of the office products market.
 
     Staples has experienced substantial growth since its inception in 1986. The
Company's growth strategy is focused on three principal business areas:
 
     North American Superstores.  The Company will seek to grow its core
business through new store expansion and through comparable store sales growth.
Staples operates three retail formats in North America: Staples -- The Office
Superstore, Staples Express Superstore and The Business Depot Superstore. During
fiscal 1995, the Company plans to open approximately 87 stores, and Staples
expects to end fiscal 1995 with approximately 437 stores, including 64 stores in
Canada and 16 Staples Express Superstores.
 
     Contract and Commercial.  In 1994, the Company established Staples Contract
and Commercial, the Company's delivery business unit, which utilizes three
different sales approaches to deliver office products to small, medium and large
companies. Staples Direct, the Company's mail order business, primarily targets
companies with less than 20 office workers. Staples Business Advantage, which is
comprised of several regional contract stationers, targets medium to large
companies, typically with 20 to 100 office workers. Staples National Advantage,
the Company's national contract stationer, targets large companies (greater than
100 office workers) with multiple locations around the United States. The
Company is expanding its contract and commercial business both through internal
growth and additional acquisitions of regional contract stationers.
 
     International.  The Company believes that foreign markets may provide
additional growth opportunities for the latter part of the 1990s. Staples has
approached foreign markets through joint ventures in order to take advantage of
local operating expertise and reduce the risk associated with entering these new
markets. Staples has joint ventures in the United Kingdom and Germany. By the
end of fiscal 1995, the Company expects that its United Kingdom joint venture
will be operating 30 stores and that its German joint venture will be operating
15 stores.
 
     The Company's executive offices are located at 100 Pennsylvania Avenue,
P.O. Box 9328, Framingham, Massachusetts 01701-9328 (telephone: (508) 370-8500).
The Company was organized in November 1985. As used in this Prospectus, the
terms the "Company" and "Staples" refer to Staples, Inc., a Delaware
corporation, and its subsidiaries.
 
                                USE OF PROCEEDS
 
     The net proceeds, if any, received by the Company from the sale of Common
Stock to the Purchaser pursuant to the standby arrangements described herein
will be used to pay the Redemption Price for the Debentures not surrendered for
conversion. Any other amounts received by the Company from the Purchaser
pursuant to the profit-sharing arrangement described herein will be used for
general corporate purposes. The amount of the proceeds to be received by the
Company from the Purchaser is not determinable at this time, because neither the
number of shares, if any, that will be sold to the Purchaser nor the amount of
profit that the Purchaser will realize upon resale of such shares can be
determined at this time. The Company will not receive any cash proceeds from the
issuance of Common Stock upon conversion of Debentures.
 
                                        4
<PAGE>   6
 
                PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
 
     The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol SPLS. The following table sets forth for the periods indicated the
high and low sale prices per share of the Common Stock on the Nasdaq National
Market, as reported by Nasdaq.
 
<TABLE>
<CAPTION>
                                                                        HIGH       LOW
                                                                       ------     ------
    <S>                                                                <C>        <C>
    Fiscal Year Ended January 29, 1994
      First Quarter..................................................  $17.00     $11.33
      Second Quarter.................................................   15.44      10.39
      Third Quarter..................................................   17.44      11.67
      Fourth Quarter.................................................   18.50      13.67
    Fiscal Year Ended January 28, 1995
      First Quarter..................................................   21.17      16.17
      Second Quarter.................................................   20.33      16.08
      Third Quarter..................................................   24.00      15.83
      Fourth Quarter.................................................   25.25      19.75
    Fiscal Year Ending January 27, 1996
      First Quarter..................................................   29.00      22.88
      Second Quarter (through June 16, 1995).........................   30.50      22.88
</TABLE>
 
     The closing sale price of the Common Stock on the Nasdaq National Market on
June 16, 1995, as reported by Nasdaq, was $29.94 per share.
 
     The Company has never paid cash dividends on its Common Stock. The Company
presently intends to retain earnings for use in the operation and expansion of
its business and therefore does not anticipate paying any cash dividends in the
foreseeable future. In addition, the Company's revolving credit agreement
restricts the payment of dividends. See "Description of Capital Stock -- Common
Stock."
 
                          REDEMPTION OF THE DEBENTURES
 
     The Company has called for redemption, on the Redemption Date (July 10,
1995), all of the outstanding Debentures. In accordance with the terms of the
Indenture dated as of November 2, 1992 between the Company and The First
National Bank of Boston, as Trustee (the "Trustee"), holders of Debentures will
be entitled to receive a Redemption Price of $1,045.43 for each $1,000 principal
amount of Debentures (representing $1,035.71 in principal and redemption premium
plus $9.72 in accrued interest from May 1, 1995). Payment of the Redemption
Price will be made by the Trustee on and after the Redemption Date upon receipt
of the Debentures. From and after the Redemption Date, interest will cease to
accrue on the Debentures (unless the Company shall default in the payment of the
Redemption Price) and holders of Debentures will not have any rights under the
Debentures other than the right to receive the Redemption Price upon surrender
of the Debentures for redemption. All Debentures outstanding on the Redemption
Date will be deemed to be redeemed by the Company, whether or not they have been
surrendered for redemption. Holders of Debentures are referred to the Notice of
Redemption issued by the Company for information concerning how and where the
Debentures are to be surrendered for payment of the Redemption Price.
 
     The following alternatives to redemption are available to holders of
Debentures:
 
     1. Conversion.  Prior to the Close of Business on the Expiration Date (June
30, 1995), holders of Debentures may convert their Debentures into shares of
Common Stock at a conversion price of $20.00 aggregate principal amount of
Debentures per share of Common Stock. Holders of Debentures who elect to convert
their Debentures into Common Stock will not be entitled to receive accrued
interest on their Debentures from May 1, 1995 (the most recent interest payment
date).
 
                                        5
<PAGE>   7
 
Debentures not surrendered for conversion prior to 5:00 p.m., Boston,
Massachusetts time, on June 30, 1995 will be redeemed as described above.
Holders of Debentures are referred to the Notice of Redemption issued by the
Company for information concerning how and where the Debentures are to be
surrendered for conversion.
 
     On June 16, 1995, the last reported sale price of the Common Stock on the
Nasdaq National Market, as reported by Nasdaq, was $29.94 per share. Based on
this price, the market value of the Common Stock issuable upon conversion of
each $1,000 principal amount of Debentures is $1,496.88. The Redemption Price
for each $1,000 principal amount of Debenture is $1,045.43. SO LONG AS THE
MARKET PRICE OF THE COMMON STOCK IS $20.91 PER SHARE OR GREATER, HOLDERS WHO
CONVERT THEIR DEBENTURES WILL RECEIVE COMMON STOCK WITH A MARKET VALUE AT SUCH
TIME GREATER THAN THE REDEMPTION PRICE.
 
     2. Sale.  Holders of Debentures may sell their Debentures in the open
market at prevailing prices. Holders of Debentures who wish to sell their
Debentures should consult with their own financial advisors regarding the
opportunities for and consequences of such a sale.
 
     Holders of Debentures are urged to consult with their own tax advisors
concerning the tax consequences of a redemption, conversion or sale of
Debentures.
 
                                        6
<PAGE>   8
 
                          DESCRIPTION OF CAPITAL STOCK
 
     The Company's authorized capital stock consists of 200,000,000 shares of
Common Stock, $.0006 par value per share, and 5,000,000 shares of Preferred
Stock, $.01 par value per share.
 
COMMON STOCK
 
     As of May 31, 1995, there were 63,481,425 outstanding shares of Common
Stock held by approximately 5,500 holders of record. The holders of Common Stock
are entitled to one vote for each share on all matters submitted to a vote of
stockholders and do not have cumulative voting rights. Accordingly, holders of a
majority of the Common Stock entitled to vote in any election of Directors may
elect all of the Directors standing for election. The holders of Common Stock
are entitled to share ratably in all assets of the Company which are legally
available for distribution, after payment of all debts and other liabilities and
subject to the prior rights of any holders of Preferred Stock then outstanding.
The holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares are, and the shares issuable upon
conversion of the Debentures or to the Purchaser pursuant to the standby
arrangements will be, when issued, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to the rights
of the holders of shares of any series of Preferred Stock which the Company may
issue in the future. In addition, the rights of holders of Common Stock to
receive dividends are limited by the Company's revolving credit agreement, which
provides that the Company may not pay any dividends in any fiscal year in excess
of 25% of the consolidated net income of the Company for such fiscal year.
 
PREFERRED STOCK
 
     Preferred Stock may be issued from time to time in one or more series and
the Board of Directors, without further approval of the stockholders, is
authorized to fix the dividend rights and terms, conversion rights, voting
rights, redemption rights and terms, liquidation preferences, sinking funds and
any other rights, preferences, privileges and restrictions applicable to each
such series of Preferred Stock. The purpose of authorizing the Board of
Directors to determine such rights and preferences is to eliminate delays
associated with a stockholder vote on specific issuances. The issuance of
Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of holders of Common Stock and, under certain
circumstances, make it more difficult for a third party to gain control of the
Company.
 
DELAWARE LAW AND CERTAIN CHARTER PROVISIONS
 
     The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware (the "Delaware Law"), an anti-takeover law. In
general, the statute prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date on which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
A "business combination" includes, among others, mergers, asset sales and other
transactions resulting in a financial benefit to the stockholder. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within three years, did own) 15% or more of the corporation's voting stock.
 
     The Company's Certificate of Incorporation requires that holders of
two-thirds of the Company's issued and outstanding stock entitled to vote
thereon approve any merger, consolidation, dissolution or sale of all or
substantially all of the assets of the Company.
 
     The Company has included in its Certificate of Incorporation and By-laws
provisions to (i) eliminate the personal liability of its Directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by Section 102(b)(7) of the Delaware Law and
 
                                        7
<PAGE>   9
 
(ii) indemnify its Directors and officers to the fullest extent permitted by
Section 145 of the Delaware Law, including under circumstances in which
indemnification is otherwise discretionary. The Company believes that these
provisions are necessary to attract and retain qualified persons as Directors
and officers.
 
TRANSFER AGENT
 
     The transfer agent for the Common Stock is The First National Bank of
Boston.
 
                         STANDBY AND OTHER ARRANGEMENTS
 
     The Company has entered into a standby purchase agreement (the "Standby
Agreement") with the Purchaser pursuant to which the Purchaser has agreed,
subject to certain conditions, to purchase from the Company such number of
shares of Common Stock as would have been issuable upon conversion of any
Debentures which have not been duly surrendered for conversion by the Close of
Business on the Expiration Date for a purchase price equal to the aggregate
Redemption Price of such Debentures. The Purchaser has agreed to remit to the
Company 50% of the excess of the aggregate proceeds received upon the resale by
the Purchaser of such shares of Common Stock (net of selling concessions,
certain costs of funds and certain other costs) over the aggregate purchase
price paid by the Purchaser for such shares.
 
     The Purchaser may acquire Debentures in the open market or otherwise prior
to the Close of Business on the Expiration Date. The Purchaser has agreed to
convert into Common Stock all Debentures owned by it or so acquired.
 
     The Company has been advised by the Purchaser that it proposes to offer any
shares of Common Stock purchased from the Company pursuant to the Standby
Agreement or acquired upon conversion of Debentures for resale as set forth on
the cover page of this Prospectus. The Purchaser may also make sales of such
shares to certain securities dealers at prices which may represent concessions
from the prices at which shares are then being offered to the public, and such
dealers may reallow a concession to certain other brokers and dealers. The
amount of such concessions and reallowances will be determined from time to time
by the Purchaser.
 
     Pursuant to the terms of the Standby Agreement and in consideration of the
Purchaser's obligations thereunder, the Company has agreed to pay to the
Purchaser (i) $240,000, (ii) the Purchaser's out-of-pocket expenses incurred in
connection herewith (not to exceed $25,000), (iii) $.50 per share for each share
of Common Stock in excess of 287,500 shares but less than or equal to 2,875,000
shares purchased by the Purchaser pursuant to the Standby Agreement and (iv)
$.65 per share for each share of Common Stock in excess of 2,875,000 shares
purchased by the Purchaser pursuant to the Standby Agreement. Notwithstanding
the foregoing, under no circumstances shall the aggregate underwriters'
compensation payable under the Standby Agreement exceed the maximum amount
permitted to be paid under the rules and interpretations of the National
Association of Securities Dealers, Inc.
 
     Pursuant to the Standby Agreement, the Company has agreed that it will not,
without the written consent of the Purchaser, sell, contract to sell or
otherwise dispose of any shares of Common Stock or rights to acquire such
shares, or register the public offering, sale or other distribution of any
shares of Common Stock held by third parties, with certain exceptions, for a
period of 90 days commencing on June 20, 1995. Such restriction on the Company
will terminate if the Purchaser purchases less than 575,000 shares of Common
Stock pursuant to the Standby Agreement and will terminate in any event on and
after the Purchaser's completion of the distribution of any shares of Common
Stock that may be purchased under the Standby Agreement.
 
     The Company has agreed to indemnify the Purchaser against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments the Purchaser may be required to make in respect thereof.
 
                                        8
<PAGE>   10
 
     The Purchaser may assist the Company in providing information regarding
conversions of Debentures but will not receive any compensation by the Company
for any such assistance.
 
                                 LEGAL MATTERS
 
     The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hale and Dorr, Boston, Massachusetts. Certain legal
matters in connection with this offering will be passed upon for the Purchaser
by Testa, Hurwitz & Thibeault.
 
                                    EXPERTS
 
     The consolidated financial statements of Staples, Inc. at January 28, 1995
and January 29, 1994, and for each of the three years in the period ended
January 28, 1995, incorporated by reference from the Company's Annual Report on
Form 10-K for the year ended January 28, 1995, as amended by Amendment No. 1 on
Form 10-K/A, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference.
 
     The balance sheet of National Office Supply Company, Inc. as of June 30,
1992, and the related statements of earnings and retained earnings and cash
flows for the year then ended, incorporated by reference in Staples' Annual
Report on Form 10-K for the year ended January 28, 1995, as amended by Amendment
No. 1 on Form 10-K/A, have been audited by KPMG Peat Marwick LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference.
 
     The financial statements referred to above are incorporated by reference in
reliance upon such reports given upon authority of such firms as experts in
accounting and auditing.
 
                                        9
<PAGE>   11
=============================================================================== 
 
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE PURCHASER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
 
<TABLE>
            ------------------------
 
               TABLE OF CONTENTS
<CAPTION>
                                        PAGE
                                        ----
<S>                                      <C>
Available Information...............      2
Incorporation of Certain Documents
  by Reference......................      2
The Company.........................      4
Use of Proceeds.....................      4
Price Range of Common Stock and
  Dividend Policy...................      5
Redemption of the Debentures........      5
Description of Capital Stock........      7
Standby and Other Arrangements......      8
Legal Matters.......................      9
Experts.............................      9
</TABLE>
=============================================================================== 

=============================================================================== 
 
                                5,750,000 SHARES
 
                                    STAPLES
 
                                  COMMON STOCK
 
                              -------------------
                                   PROSPECTUS
                              -------------------

                               ALEX. BROWN & SONS

                                  INCORPORATED

                                 June 20, 1995

=============================================================================== 
<PAGE>   12
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
NATURE OF EXPENSE
 
<TABLE>
    <S>                                                                        <C>
    SEC Registration Fee.....................................................  $ 58,988
    Legal Fees and Expenses..................................................    30,000*
    Blue Sky Fees and Expenses...............................................    10,000*
    Accounting Fees and Expenses.............................................    35,000*
    Standby Underwriting Fees and Expenses...................................   265,000*
    Miscellaneous............................................................    51,012*
                                                                               --------
         TOTAL                                                                 $450,000*
                                                                               =========
</TABLE>
 
- ---------------
* Estimated
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the General Corporation Law of the State of Delaware
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
indemnification is proper under the circumstances. The Company's Certificate of
Incorporation provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the Delaware General Corporation
Law.
 
     The Company's Certificate of Incorporation also provides that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of his fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company 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.
 
     The By-laws of the Company contain provisions to the effect that each
director, officer and employee of the Company shall be indemnified by the
Company against liabilities and expenses in connection with any legal
proceedings to which he may be made a party or with which he may become involved
or threatened by reason of having been an officer, director or employee of the
Company or of any other organization at the request of the Company. The
provisions include indemnification with respect to matters covered by a
settlement. Any such indemnification shall be made only if the Board determines
by a majority vote of a quorum consisting of disinterested directors (or, if
such quorum is not obtainable, or if the Board of Directors directs, by
independent legal counsel) or by stockholders, that indemnification is proper in
the circumstances because the person seeking indemnification has met the
applicable standards of conduct. It must be determined that the director,
officer or employee acted in good faith with the reasonable belief that his
action was in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, that he had no reasonable cause to
believe his conduct was unlawful.
 
                                      II-1
<PAGE>   13
     The Company has a Directors and officers liability policy that insures the
Company's officers and directors against certain liabilities.
 
     The Standby Agreement filed as Exhibit 1.1 to this Registration Statement
provides for indemnification and contribution by the Purchaser with respect to
certain liabilities of Directors, officers and other controlling persons of the
Company.
 
<TABLE>
ITEM 16.  EXHIBITS.
 
<CAPTION>
EXHIBIT                                      DESCRIPTION OF EXHIBIT
- -------                                      ----------------------
  <C>      <C>  <S>
   1.1     --   Form of Standby Agreement
   4.1     --   Restated Certificate of Incorporation of the Company, as amended*
   4.2     --   Amended and Restated By-laws of the Company**
   5.1     --   Opinion of Hale and Dorr
  23.1     --   Consent of Ernst & Young LLP
  23.2     --   Consent of KPMG Peat Marwick LLP
  23.3     --   Consent of Hale and Dorr
  24.1     --   Power of Attorney
<FN> 
- ---------------
 * Incorporated by reference from Exhibit 4.1 to Registration Statement on Form
   S-3 (File No. 33-82360).
 
** Incorporated by reference from Exhibit 3.1 of the Quarterly Report on Form
   10-Q for the quarterly period ended July 31, 1993.
</TABLE>
 
    ITEM 17.  UNDERTAKINGS.
 
     The Company 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 of 1933, as amended (the "Securities Act");
 
          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of this 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 this
     Registration Statement;
 
          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;
 
provided, however, that paragraphs (1)(i) and (1)(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 by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in this Registration
Statement.
 
     (2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the 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.
 
                                      II-2
<PAGE>   14
 
     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the indemnification provisions described herein, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange 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 the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company 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
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-3
<PAGE>   15
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Framingham, Commonwealth of Massachusetts on the 19th
day of June, 1995.
 
                                          STAPLES, INC.
 
                                          By: /s/ THOMAS G. STEMBERG
 
                                            ------------------------------------
                                            Thomas G. Stemberg
                                            Chairman of the Board of
                                            Directors and Chief
                                            Executive Officer
 
                        SIGNATURES AND POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints John B.
Wilson, Peter M. Schwarzenbach and Patrick J. Rondeau, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution in each of them, for him and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement on Form S-3 of Staples,
Inc. and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
 
<TABLE>
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 19th day of June, 1995.
 
<CAPTION>
                SIGNATURE                                          TITLE
                ---------                                          -----
<C>                                           <S>
         /s/  THOMAS G. STEMBERG              Chairman of the Board of Directors and Chief
- ------------------------------------------    Executive Officer (Principal Executive Officer)
            Thomas G. Stemberg
 
           /s/  JOHN B. WILSON                Executive Vice President -- Finance and
- ------------------------------------------    Strategy and Chief Financial Officer (Principal
              John B. Wilson                  financial officer)
 
            /s/  JAMES FLAVIN                 Senior Vice President -- Finance (Principal
- ------------------------------------------    accounting officer)
               James Flavin
 
        /s/  MARY ELIZABETH BURTON            Director
- ------------------------------------------
          Mary Elizabeth Burton
 
</TABLE>
 
                                      II-4
<PAGE>   16
 
<TABLE>
<CAPTION>
                SIGNATURE                                          TITLE
- ------------------------------------------    -----------------------------------------------
 
<C>                                           <S>
         /s/  W. LAWRENCE HEISEY              Director
- ------------------------------------------
            W. Lawrence Heisey
 
              /s/  LEO KAHN                   Director
- ------------------------------------------
                 Leo Kahn
 
          /s/  DAVID G. LUBRANO               Director
- ------------------------------------------
             David G. Lubrano
 
         /s/  ROWLAND T. MORIARTY             Director
- ------------------------------------------
           Rowland T. Moriarty
 
         /s/  ROBERT C. NAKASONE              Director
- ------------------------------------------
            Robert C. Nakasone
 
           /s/  W. MITT ROMNEY                Director
- ------------------------------------------
              W. Mitt Romney
 
            /s/  MARTIN TRUST                 Director
- ------------------------------------------
               Martin Trust
 
            /s/  PAUL F. WALSH                Director
- ------------------------------------------
              Paul F. Walsh
 
       /s/  STEPHEN T. WESTERFIELD            Director
- ------------------------------------------
          Stephen T. Westerfield
</TABLE>
 
                                      II-5
<PAGE>   17
 
               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
     We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Staples, Inc. and
subsidiaries for the registration of 5,750,000 shares of its common stock and to
the incorporation by reference therein of our report dated February 28, 1995,
with respect to the consolidated financial statements of Staples, Inc. and
subsidiaries included in its Annual Report on Form 10-K for the year ended
January 28, 1995, as amended by Form 10-K/A, filed with the Securities and
Exchange Commission.
 
                                            ERNST & YOUNG LLP
 
Boston, Massachusetts
June 19, 1995
 
                                      II-6
<PAGE>   18
 
                         INDEPENDENT AUDITOR'S CONSENT
 
The Board of Directors
  NATIONAL OFFICE SUPPLY COMPANY, INC.:
 
     We consent to the reference to our firm under the caption "Experts" in the
Registration Statement of Form S-3 and related prospectus of Staples, Inc. and
subsidiaries dated June 20, 1995 and to the incorporation by reference therein
of our report dated August 31, 1992, except as to the last paragraph of Note 3,
which is as of September 25, 1992, relating to the balance sheet of National
Office Supply Company, Inc. as of June 30, 1992 and the related statements of
earnings and retained earnings and cash flows for the year then ended (not
presented separately herein) with respect to the consolidated financial
statements of Staples, Inc. and subsidiaries included in its Annual Report on
Form 10-K for the year ended January 28, 1995, as amended by Form 10-K/A.
 
                                            KPMG PEAT MARWICK LLP
 
Short Hills, New Jersey
June 19, 1995
 
                                      II-7
<PAGE>   19
<TABLE>
                                 EXHIBIT INDEX
 
<CAPTION>
EXHIBIT                                  DESCRIPTION OF EXHIBIT
- -------                                  ----------------------
  <C>       <C> <S>                                                                         <C>
   1.1      --  Form of Standby Agreement...............................................
   4.1      --  Restated Certificate of Incorporation of the Company, as amended........      *
   4.2      --  Amended and Restated By-laws of the Company.............................     **
   5.1      --  Opinion of Hale and Dorr................................................
  23.1      --  Consent of Ernst & Young LLP (appears on page II-6).....................
  23.2      --  Consent of KPMG Peat Marwick LLP (appears on page II-7).................
  23.4      --  Consent of Hale and Dorr (included in Exhibit 5.1)......................
  24.1      --  Power of Attorney (appears on pages II-4 and II-5 ).....................
<FN> 
- ---------------
 * Incorporated by reference from Exhibit 4.1 to Registration Statement on Form
   S-3 (File No. 33-82360).
 
** Incorporated by reference from Exhibit 3.1 of the Quarterly Report on Form
   10-Q for the quarterly period ended July 31, 1993.
</TABLE>
