<Page>

As filed with the Securities and Exchange Commission on August 27, 2001
                                                 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 Jurisdiction              (I.R.S. Employer
       of Incorporation or Organization)         Identification No.)

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

          Staples, Inc. Amended and Restated 1992 Equity Incentive Plan
          -------------------------------------------------------------
                            (Full title of the plan)

                                 John J. Mahoney
              Executive Vice President, Chief Financial Officer and
                          Chief Administrative Officer
                                  Staples, Inc.
                                500 Staples Drive
                         Framingham, Massachusetts 01702
                                 (508) 253-5000
 ------------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                    Copy to:
                              Mark G. Borden, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109
                                 (617) 526-6000

<Table>
<Caption>

                                                 Proposed Maximum        Proposed Maximum       Amount of
Title of Securities to    Amount to be           Offering Price Per      Aggregate Offering     Registration Fee
be Registered             Registered             Share                   Price
----------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                     <C>                    <C>
Staples Common Stock,     31,230,611 (2)         $15.03 (3)              $469,396,083.33 (3)    $101,682.05 (4)
par value $0.0006 per
share (1)
</Table>

-----------------------------------------------------------

(1) Formerly Staples.com Common Stock. Pursuant to a Certificate of Amendment
to the Registrant's Certificate of Incorporation approved by the Registrant's
stockholders and filed on August 27, 2001, each issued and outstanding share
of Staples.com Common Stock (after giving effect to the one-for-two reverse
split of the Staples.com

<Page>

Common Stock effected by a share exchange on April 5, 2000, and including
treasury shares) was reclassified as 0.4396 shares of Staples Common Stock
and each outstanding option to purchase shares of Staples.com Common Stock
automatically became an option to purchase a number of Staples Common Stock
equal to the product of (1) the number of shares of Staples.com Common Stock
subject to such option, multiplied by (2) 0.4396, with fractional shares
rounded down to the nearest whole number.

(2) Represents 31,230,611 shares of Staples Common Stock reserved for issuance
pursuant to future grants under the Registrant's Amended and Restated 1992
Equity Incentive Plan.

(3) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the common stock as reported
by the Nasdaq National Market on August 22, 2001, in accordance with Rules
457(c) and (h) of the Securities Act of 1933, as amended.

(4) Pursuant to Rule 457(p) under the Securities Act, the amount of the filing
fee due under this Registration Statement has been offset by $15,666.97
representing a portion of the filing fee paid under the Registrant's
registration statement on Form S-8 (Registration No. 333-90673) filed November
10, 1999 relating to securities registered thereunder that remain unsold.


<Page>



                      REGISTRATION OF ADDITIONAL SECURITIES

         This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of Staples Common
Stock $0.0006 par value, of Staples, Inc., a Delaware corporation (the
"Registrant"), for the Registrant's Amended and Restated 1992 Equity Incentive
Plan.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, previously filed with the Commission, are
incorporated herein by reference.

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
ended February 3, 2001 (Commission File No. 000-17586).

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
ended May 5, 2001 (Commission File No. 000-17586).

         (c)      The Company's Registration Statement on Form S-8 filed on
November 10, 1999 (Registration No. 333-90673).

         (d)      The Company's Registration Statement on Form 8-A filed on
April 10, 1989 (Commission File No. 000-17586).

Item 8.           Exhibits

<Table>
<Caption>
Exhibit No.      Description
-----------      -----------
<S>              <C>
5.1              Opinion of Hale and Dorr LLP

23.1             Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2             Consent of Ernst & Young, LLP

24.1             Power of Attorney (included in the signature pages of this
                 Registration Statement)
</Table>


<Page>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 behalf of the undersigned, thereunto duly authorized,
in the Town of Framingham, Commonwealth of Massachusetts, on August 27, 2001.

                                         STAPLES, INC.



                                         By:      /s/  Thomas G. Stemberg
                                                  ------------------------
                                                  Thomas G. Stemberg
                                                  Chairman of the Board and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Staples, Inc. hereby severally constitute Thomas G. Stemberg, John
J. Mahoney, and Jack A. VanWoerkom, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Staples, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the 27th day of August 2001.

<Table>
<Caption>

            SIGNATURE                                CAPACITY
            ---------                                --------
<S>                                         <C>
                                            Chairman of the Board and
      /s/ Thomas G. Stemberg                Chief Executive Officer
      -----------------------------         (Principal Executive Officer)
          Thomas G. Stemberg


<Page>




                                            Executive Vice President,
                                            Chief Financial Officer and
      /s/ John J. Mahoney                   Chief Administrative Officer
      -----------------------------         (Principal Financial Officer)
          John J. Mahoney




      /s/ Patrick Hickey                    Senior Vice President and
      -----------------------------         Corporate Controller (Principal
          Patrick Hickey                    Accounting Officer)



      /s/ Basil L. Anderson                 Director
      -----------------------------
          Basil L. Anderson



                                            Director
      -----------------------------
          Arthur M. Blank



      /s/ Mary Elizabeth Burton             Director
      -----------------------------
          Mary Elizabeth Burton



      /s/ George J. Mitchell                Director
      -----------------------------
          George J. Mitchell



      /s/ James L. Moody, Jr.               Director
      -----------------------------
          James L. Moody, Jr.



                                            Director
      -----------------------------
          Rowland T. Moriarty



                                            Director
      -----------------------------
          Robert C. Nakasone

<Page>

                                            Director
      -----------------------------
          W. Mitt Romney



      /s/ Ronald L. Sargent                 Director
      -----------------------------
          Ronald L. Sargent



      /s/ Martin Trust                      Director
      -----------------------------
          Martin Trust



                                            Director
      -----------------------------
          Paul F. Walsh



                                            Director
      -----------------------------
          Margaret C. Whitman

</Table>


<Page>



                                  Exhibit Index

<Table>
<Caption>

Exhibit No.       Description
-----------       -----------
<S>               <C>
5.1               Opinion of Hale and Dorr LLP

23.1              Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2              Consent of Ernst & Young, LLP

24.1              Power of Attorney (included in the signature pages of this
                  Registration Statement)

</Table>
[{"type": "S-8", "sequence": "1", "filename": "a2058159zs-8.txt", "description": "S-8", "secsgml_size_bytes": 11113}]
{"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": "333-68426", "film-number": "1724250"}, "business-address": {"street1": "500 STAPLES DRIVE", "street2": "P O BOX 9328", "city": "FRAMINGHAM", "state": "MA", "zip": "01702", "phone": "5082535000"}, "mail-address": {"street1": "500 STAPLES DR", "city": "FRAMINGHAM", "state": "MA", "zip": "01702"}}
As filed with the Securities and Exchange Commission on August 27, 2001
                                                 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 Jurisdiction              (I.R.S. Employer
       of Incorporation or Organization)         Identification No.)

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

          Staples, Inc. Amended and Restated 1992 Equity Incentive Plan
          -------------------------------------------------------------
                            (Full title of the plan)

                                 John J. Mahoney
              Executive Vice President, Chief Financial Officer and
                          Chief Administrative Officer
                                  Staples, Inc.
                                500 Staples Drive
                         Framingham, Massachusetts 01702
                                 (508) 253-5000
 ------------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                    Copy to:
                              Mark G. Borden, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109
                                 (617) 526-6000
Proposed Maximum        Proposed Maximum       Amount of
Title of Securities to    Amount to be           Offering Price Per      Aggregate Offering     Registration Fee
be Registered             Registered             Share                   Price
----------------------------------------------------------------------------------------------------------------
Staples Common Stock,     31,230,611 (2)         $15.03 (3)              $469,396,083.33 (3)    $101,682.05 (4)
par value $0.0006 per
share (1)
-----------------------------------------------------------

(1) Formerly Staples.com Common Stock. Pursuant to a Certificate of Amendment
to the Registrant's Certificate of Incorporation approved by the Registrant's
stockholders and filed on August 27, 2001, each issued and outstanding share
of Staples.com Common Stock (after giving effect to the one-for-two reverse
split of the Staples.com
Common Stock effected by a share exchange on April 5, 2000, and including
treasury shares) was reclassified as 0.4396 shares of Staples Common Stock
and each outstanding option to purchase shares of Staples.com Common Stock
automatically became an option to purchase a number of Staples Common Stock
equal to the product of (1) the number of shares of Staples.com Common Stock
subject to such option, multiplied by (2) 0.4396, with fractional shares
rounded down to the nearest whole number.

(2) Represents 31,230,611 shares of Staples Common Stock reserved for issuance
pursuant to future grants under the Registrant's Amended and Restated 1992
Equity Incentive Plan.

(3) Estimated solely for the purpose of calculating the registration fee, and
based on the average of the high and low prices of the common stock as reported
by the Nasdaq National Market on August 22, 2001, in accordance with Rules
457(c) and (h) of the Securities Act of 1933, as amended.

(4) Pursuant to Rule 457(p) under the Securities Act, the amount of the filing
fee due under this Registration Statement has been offset by $15,666.97
representing a portion of the filing fee paid under the Registrant's
registration statement on Form S-8 (Registration No. 333-90673) filed November
10, 1999 relating to securities registered thereunder that remain unsold.
REGISTRATION OF ADDITIONAL SECURITIES

         This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of Staples Common
Stock $0.0006 par value, of Staples, Inc., a Delaware corporation (the
"Registrant"), for the Registrant's Amended and Restated 1992 Equity Incentive
Plan.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, previously filed with the Commission, are
incorporated herein by reference.

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
ended February 3, 2001 (Commission File No. 000-17586).

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
ended May 5, 2001 (Commission File No. 000-17586).

         (c)      The Company's Registration Statement on Form S-8 filed on
November 10, 1999 (Registration No. 333-90673).

         (d)      The Company's Registration Statement on Form 8-A filed on
April 10, 1989 (Commission File No. 000-17586).

Item 8.           Exhibits
Exhibit No.      Description
-----------      -----------
5.1              Opinion of Hale and Dorr LLP

23.1             Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2             Consent of Ernst & Young, LLP

24.1             Power of Attorney (included in the signature pages of this
                 Registration Statement)
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 behalf of the undersigned, thereunto duly authorized,
in the Town of Framingham, Commonwealth of Massachusetts, on August 27, 2001.

                                         STAPLES, INC.

                                         By:      /s/  Thomas G. Stemberg
                                                  ------------------------
                                                  Thomas G. Stemberg
                                                  Chairman of the Board and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Staples, Inc. hereby severally constitute Thomas G. Stemberg, John
J. Mahoney, and Jack A. VanWoerkom, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Staples, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the 27th day of August 2001.
SIGNATURE                                CAPACITY
            ---------                                --------
Chairman of the Board and
      /s/ Thomas G. Stemberg                Chief Executive Officer
      -----------------------------         (Principal Executive Officer)
          Thomas G. Stemberg
Executive Vice President,
                                            Chief Financial Officer and
      /s/ John J. Mahoney                   Chief Administrative Officer
      -----------------------------         (Principal Financial Officer)
          John J. Mahoney

      /s/ Patrick Hickey                    Senior Vice President and
      -----------------------------         Corporate Controller (Principal
          Patrick Hickey                    Accounting Officer)

      /s/ Basil L. Anderson                 Director
      -----------------------------
          Basil L. Anderson

                                            Director
      -----------------------------
          Arthur M. Blank

      /s/ Mary Elizabeth Burton             Director
      -----------------------------
          Mary Elizabeth Burton

      /s/ George J. Mitchell                Director
      -----------------------------
          George J. Mitchell

      /s/ James L. Moody, Jr.               Director
      -----------------------------
          James L. Moody, Jr.

                                            Director
      -----------------------------
          Rowland T. Moriarty

                                            Director
      -----------------------------
          Robert C. Nakasone
Director
      -----------------------------
          W. Mitt Romney

      /s/ Ronald L. Sargent                 Director
      -----------------------------
          Ronald L. Sargent

      /s/ Martin Trust                      Director
      -----------------------------
          Martin Trust

                                            Director
      -----------------------------
          Paul F. Walsh

                                            Director
      -----------------------------
          Margaret C. Whitman
Exhibit Index
Exhibit No.       Description
-----------       -----------
5.1               Opinion of Hale and Dorr LLP

23.1              Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2              Consent of Ernst & Young, LLP

24.1              Power of Attorney (included in the signature pages of this
                  Registration Statement)