content: <PAGE>   1
  
                As filed with the Securities and Exchange Commission
                                on September 27, 1996
  
                                                        Registration No. 333-
  
  
                         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                         04-2896127
            -----------------------------         -------------------
                 (State or other                     (I.R.S. Employer
           jurisdiction of incorporation)         Identification No.)
  
                        One Research Drive
                   Westboro, Massachusetts                           01581
           ------------------------------------------------------------------
           (Address of Principal Executive Offices)                (Zip Code)
  
  
                          1994 EMPLOYEE STOCK PURCHASE PLAN
           ------------------------------------------------------------------
                              (Full title of the plan)
  
  
                               Peter M. Schwarzenbach
                         Vice President and General Counsel
                                    Staples, Inc.
                               100 Pennsylvania Avenue
                           Framingham, Massachusetts 01701
            -----------------------------------------------------------------
                       (Name and address of agent for service)
  
                                    (508) 370-8500
            -----------------------------------------------------------------
               (Telephone number, including area code, of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  
         ---------------------------------------------------------------------  
                                            Proposed     Proposed   
                                             Maximum      Maximum     Amount
               Title                        Offering     Aggregate   of Regi-   
           of Securities     Amount to be   Price Per    Offering    stration
         to be Registered     Registered     Share(1)     Price(1)    Fee(1)
         ---------------------------------------------------------------------  
                                                                   
          Common Stock,       2,250,000     $21.375    $48,093,750    $16,585
         $.0006 par value       shares                                 
         ---------------------------------------------------------------------  
  
        (1) Estimated solely for the purpose of calculating the registration fee
            pursuant to Rule 457(h) and based on the average of the reported high
            and low sale prices of the Registrant's Common Stock on the Nasdaq
            National Market System on September 23, 1996.
  
  
  
  
                                 Page 1 of 10 Pages
                           Exhibit Index Appears on Page 6
  
  
  <PAGE>   2
  
  
  
  
                          Statement of Incorporation by Reference
                          ---------------------------------------
  
                This Registration Statement on Form S-8 (the "Registration
           Statement") incorporates by reference the contents of the Registration
           Statement on Form S-8, File No. 33-81282, filed by Staples, Inc., a
           Delaware corporation (the "Company"), with the Securities and Exchange
           Commission on July 7, 1994, relating to the Company's 1994 Employee
           Stock Purchase Plan.
  
  
  
  
  
  
  <PAGE>   3
  
  
  
                                     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-8 and has duly
           caused this Registration Statement to be signed on its behalf by the
           undersigned, thereunto duly authorized, in the Town of Westborough,
           Commonwealth of Massachusetts on the 27th day of September, 1996
  
  
                                              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
           Thomas G. Stemberg, Peter M. Schwarzenbach, Mark G. Borden 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-8 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.
  
  
  
  
  
  <PAGE>   4
  
  
  
  
                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 27th day of September, 1996.
  
                     SIGNATURE                          TITLE
                     ---------                          -----
  
            /s/ Thomas G. Stemberg            Chairman of the Board of
            ------------------------------    Directors and Chief Executive
                THOMAS G. STEMBERG            Officer (Principal Executive
                                              Officer
                                              
  
            /s/ John J. Mahoney               Executive Vice President and
            ------------------------------    Chief Financial Officer
                JOHN J. MAHONEY               (Principal Financial Officer)
                                              
  
  
            /s/ James Flavin                  Senior Vice President --
            ------------------------------    Finance (Principal
                JAMES FLAVIN                  Accounting Officer)
                                             
  
  
            /s/ Mary Elizabeth Burton         Director
            ------------------------------
                MARY ELIZABETH BURTON
  
  
            /s/ Martin E. Hanaka              Director
            ------------------------------
                MARTIN E. HANAKA
  
  
            /s/ W. Lawrence Heisey            Director
            ------------------------------
                W. LAWRENCE HEISEY
  
  
            /s/ Leo Kahn                      Director
            ------------------------------
                LEO KAHN
  
  
            /s/ James J. Moody                Director
            ------------------------------
                JAMES L. MOODY
  
  
            /s/ Rowland T. Moriarty           Director
            ------------------------------
                ROWLAND T. MORIARTY
  
  
            /s/ Robert C. Nakasone            Director
            ------------------------------
                ROBERT C. NAKASONE
  
  
  
  
  <PAGE>   5
  
  
  
  
  
  
  
  
  
            /s/ W/ Mitt Romney                Director
            ------------------------------
                W. MITT ROMNEY
  
  
            /s/ Martin Trust                  Director
            ------------------------------
                MARTIN TRUST
  
  
            /s/ Paul F. Walsh                 Director
            ------------------------------
                PAUL F. WALSH
  
  
  
  
  
  
  
  
  <PAGE>   6
  
  
  
                                    Exhibit Index
                                    -------------
   
  
           EXHIBIT             DESCRIPTION OF EXHIBIT
           -------             ----------------------
           PAGE
           ----
  
           4.1       --   Restated Certificate of Incorporation of the
                          Company.........................................   *
  
           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 Hale and Dorr (included in
                          Exhibit 5.1)....................................
  
           24.1      --   Power of Attorney (appears on Page 3)...........
  
           99.1      --   Amended and Restated 1994 Employee
                          Stock Purchase Plan.............................
  
           ---------------
  
           *    Incorporated by reference from Exhibit 3.1 to the Quarterly Report
                on Form 10-Q for the quarterly period ended August 3, 1996, as
                amended on Form 10-Q/A.
  
           **   Incorporated by reference from Exhibit 3.2 to the Annual Report on
                Form 10-K for the fiscal year ended February 3, 1996.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "STAPLES, INC", "secsgml_size_bytes": 9834}]
metadata_filer: {"company-data": {"conformed-name": "STAPLES INC", "cik": "0000791519", "assigned-sic": "5940", "irs-number": "042896127", "state-of-incorporation": "DE", "fiscal-year-end": "0127"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12903", "film-number": "96636136"}, "business-address": {"street1": "ONE RESEARCH DRIVE", "street2": "P O BOX 9328", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "5083708500"}}
text: 1
  
                As filed with the Securities and Exchange Commission
                                on September 27, 1996
  
                                                        Registration No. 333-
  
                         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                         04-2896127
            -----------------------------         -------------------
                 (State or other                     (I.R.S. Employer
           jurisdiction of incorporation)         Identification No.)
  
                        One Research Drive
                   Westboro, Massachusetts                           01581
           ------------------------------------------------------------------
           (Address of Principal Executive Offices)                (Zip Code)
  
                          1994 EMPLOYEE STOCK PURCHASE PLAN
           ------------------------------------------------------------------
                              (Full title of the plan)
  
                               Peter M. Schwarzenbach
                         Vice President and General Counsel
                                    Staples, Inc.
                               100 Pennsylvania Avenue
                           Framingham, Massachusetts 01701
            -----------------------------------------------------------------
                       (Name and address of agent for service)
  
                                    (508) 370-8500
            -----------------------------------------------------------------
               (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
         ---------------------------------------------------------------------  
                                            Proposed     Proposed   
                                             Maximum      Maximum     Amount
               Title                        Offering     Aggregate   of Regi-   
           of Securities     Amount to be   Price Per    Offering    stration
         to be Registered     Registered     Share(1)     Price(1)    Fee(1)
         ---------------------------------------------------------------------  
                                                                   
          Common Stock,       2,250,000     $21.375    $48,093,750    $16,585
         $.0006 par value       shares                                 
         ---------------------------------------------------------------------  
  
        (1) Estimated solely for the purpose of calculating the registration fee
            pursuant to Rule 457(h) and based on the average of the reported high
            and low sale prices of the Registrant's Common Stock on the Nasdaq
            National Market System on September 23, 1996.
  
                                 Page 1 of 10 Pages
                           Exhibit Index Appears on Page 6
  2
  
                          Statement of Incorporation by Reference
                          ---------------------------------------
  
                This Registration Statement on Form S-8 (the "Registration
           Statement") incorporates by reference the contents of the Registration
           Statement on Form S-8, File No. 33-81282, filed by Staples, Inc., a
           Delaware corporation (the "Company"), with the Securities and Exchange
           Commission on July 7, 1994, relating to the Company's 1994 Employee
           Stock Purchase Plan.
  3
  
                                     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-8 and has duly
           caused this Registration Statement to be signed on its behalf by the
           undersigned, thereunto duly authorized, in the Town of Westborough,
           Commonwealth of Massachusetts on the 27th day of September, 1996
  
                                              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
           Thomas G. Stemberg, Peter M. Schwarzenbach, Mark G. Borden 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-8 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.
  4
  
                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 27th day of September, 1996.
  
                     SIGNATURE                          TITLE
                     ---------                          -----
  
            /s/ Thomas G. Stemberg            Chairman of the Board of
            ------------------------------    Directors and Chief Executive
                THOMAS G. STEMBERG            Officer (Principal Executive
                                              Officer
                                              
  
            /s/ John J. Mahoney               Executive Vice President and
            ------------------------------    Chief Financial Officer
                JOHN J. MAHONEY               (Principal Financial Officer)
                                              
  
            /s/ James Flavin                  Senior Vice President --
            ------------------------------    Finance (Principal
                JAMES FLAVIN                  Accounting Officer)
                                             
  
            /s/ Mary Elizabeth Burton         Director
            ------------------------------
                MARY ELIZABETH BURTON
  
            /s/ Martin E. Hanaka              Director
            ------------------------------
                MARTIN E. HANAKA
  
            /s/ W. Lawrence Heisey            Director
            ------------------------------
                W. LAWRENCE HEISEY
  
            /s/ Leo Kahn                      Director
            ------------------------------
                LEO KAHN
  
            /s/ James J. Moody                Director
            ------------------------------
                JAMES L. MOODY
  
            /s/ Rowland T. Moriarty           Director
            ------------------------------
                ROWLAND T. MORIARTY
  
            /s/ Robert C. Nakasone            Director
            ------------------------------
                ROBERT C. NAKASONE
  5
  
            /s/ W/ Mitt Romney                Director
            ------------------------------
                W. MITT ROMNEY
  
            /s/ Martin Trust                  Director
            ------------------------------
                MARTIN TRUST
  
            /s/ Paul F. Walsh                 Director
            ------------------------------
                PAUL F. WALSH
  6
  
                                    Exhibit Index
                                    -------------
   
  
           EXHIBIT             DESCRIPTION OF EXHIBIT
           -------             ----------------------
           PAGE
           ----
  
           4.1       --   Restated Certificate of Incorporation of the
                          Company.........................................   *
  
           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 Hale and Dorr (included in
                          Exhibit 5.1)....................................
  
           24.1      --   Power of Attorney (appears on Page 3)...........
  
           99.1      --   Amended and Restated 1994 Employee
                          Stock Purchase Plan.............................
  
           ---------------
  
           *    Incorporated by reference from Exhibit 3.1 to the Quarterly Report
                on Form 10-Q for the quarterly period ended August 3, 1996, as
                amended on Form 10-Q/A.
  
           **   Incorporated by reference from Exhibit 3.2 to the Annual Report on
                Form 10-K for the fiscal year ended February 3, 1996.