-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B1XePS3TtS2f8rt03TeiHdnljTH6nvfJqyz3scLAe3D2OU2kr3rfymOc11BOOAnt hJLBKMzBST6lsZdj+OHWRQ== 0000891020-00-000064.txt : 20000202 0000891020-00-000064.hdr.sgml : 20000202 ACCESSION NUMBER: 0000891020-00-000064 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000119 EFFECTIVENESS DATE: 20000119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARBUCKS CORP CENTRAL INDEX KEY: 0000829224 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 911325671 STATE OF INCORPORATION: WA FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-94987 FILM NUMBER: 509857 BUSINESS ADDRESS: STREET 1: P O BOX 34067 CITY: SEATTLE STATE: WA ZIP: 98124-1067 BUSINESS PHONE: 2064471575 MAIL ADDRESS: STREET 1: 2401 UTAH AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98134 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2000 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STARBUCKS CORPORATION (Exact Name of Registrant as Specified in Its Charter) WASHINGTON 91-1325671 (State or Other Juris- (I.R.S. Employer diction of Incorporation) (Identification Number) 2401 UTAH AVENUE SOUTH SEATTLE, WASHINGTON 98134 (206) 447-1575 (Address, Including Zip Code, and Telephone Number, Including Area Code of Registrant's Principal Executive Offices) SHELLEY B. LANZA SENIOR VICE PRESIDENT, LAW AND CORPORATE AFFAIRS AND GENERAL COUNSEL STARBUCKS CORPORATION 2401 UTAH AVENUE SOUTH SEATTLE, WASHINGTON 98134 (206) 447-1575 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) -------- Copies to: G. SCOTT GREENBURG PRESTON GATES & ELLIS, LLP 5000 COLUMBIA CENTER 701 FIFTH AVENUE SEATTLE, WASHINGTON 98104 CALCULATION OF REGISTRATION FEE
Proposed Maximum Title of Securities Amount to Proposed Maximum Aggregate Amount of to be Registered be Registered Offering Price Per Share* Offering Price Registration Fee - ------------------- ------------- ------------------------- -------------- ---------------- Common Stock, 1,450,000 $25.25 $36,612,500 $9,665.70 no par value - ------------------- ------------- ------------------------- -------------- ----------------
- ------------------- * Average of high and low prices as reported by The Nasdaq Stock Market, Inc. for January 12, 2000. ================================================================================ 2 REGISTRATION OF ADDITIONAL SECURITIES The Registrant is filing this Registration Statement on Form S-8 to register 1,450,000 additional shares for issuance pursuant to the exercise of options granted under the Starbucks Corporation Amended and Restated 1989 Stock Option Plan for Non-Employee Directors. The contents of the original Registration Statement on Form S-8 filed in connection with such plan (Registration No. 33-52526) are incorporated herein by reference. EXHIBITS
Exhibit No. Description - ----------- ----------- 4 Starbucks Corporation Amended and Restated 1989 Stock Option Plan for Non-Employee Directors (incorporated by reference to Appendix A to Starbucks Corporation's Proxy Statement filed with the Securities and Exchange Commission on January 13, 1999) 5 Opinion of Preston Gates & Ellis, LLP regarding legality of securities being registered 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of Independent Auditors 24 Power of Attorney (see the signature page of this Registration Statement)
3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 its behalf by the undersigned, thereunto duly authorized, on this 17th day of January, 2000. STARBUCKS CORPORATION By: /s/ Orin C. Smith ------------------------------------- Orin C. Smith president and chief operating officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Howard Schultz and Orin C. Smith, or either of them, his or her attorneys-in-fact, for him or her, in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. 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 date indicated.
Signature Title Date --------- ----- ---- /s/ Howard Schultz chairman and chief executive officer January 17, 2000 - -------------------------- ----------------- Howard Schultz /s/ Orin C. Smith president and chief operating officer January 17 2000 - -------------------------- ----------------- Orin C. Smith
4
Signature Title Date --------- ----- ---- /s/ Michael Casey executive vice president, chief January 13, 2000 - -------------------------- financial officer and ----------------- Michael Casey chief administrative officer (principal accounting officer and principal financial officer) /s/ Barbara Bass director January 13, 2000 - -------------------------- ----------------- Barbara Bass director - -------------------------- ----------------- Howard Behar /s/ Craig J. Foley director January 17, 2000 - -------------------------- ----------------- Craig J. Foley director - -------------------------- ----------------- Gregory B. Maffei /s/ Arlen I. Prentice director January 18, 2000 - -------------------------- ----------------- Arlen I. Prentice /s/ James G. Shennan, Jr. director January 14, 2000 - -------------------------- ----------------- James G. Shennan, Jr. /s/ Craig E. Weatherup director January 14, 2000 - -------------------------- ----------------- Craig E. Weatherup
5 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 4 Starbucks Corporation Amended and Restated 1989 Stock Option Plan for Non-Employee Directors (incorporated by reference to Appendix A to Starbucks Corporation's Proxy Statement filed with the Securities and Exchange Commission on January 13, 1999) 5 Opinion of Preston Gates & Ellis, LLP regarding legality of securities being registered 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of Independent Auditors 24 Power of Attorney (see the signature page of this Registration Statement)
EX-5 2 OPINION AND CONSENT OF COUNSEL 1 EXHIBIT 5 Opinion and Consent of Counsel January 18, 2000 Starbucks Corporation 2401 Utah Avenue South Seattle, WA 98134 Re: Registration Statement on Form S-8 of Starbucks Corporation Ladies and Gentlemen: We have acted as counsel to Starbucks Corporation (the "Company") in connection with the filing of the above-referenced Registration Statement (the "Registration Statement") relating to the registration of shares (the "Shares") of Common Stock, no par value per share, of the Company that may be issued pursuant to the Starbucks Corporation Amended and Restated 1989 Stock Option Plan for Non-Employee Directors (the "Plan"). In connection therewith, we have reviewed the Company's Articles of Incorporation, Bylaws and minutes of appropriate meetings, and we are familiar with the proceedings to date with respect to the Plan and the proposed issuance and sale of the Shares and have examined such records, documents and questions of law, and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, it is our opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Washington. 2. The Shares, as and when acquired in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable under the Washington Business Corporation Act when certificates representing the shares shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Very truly yours, PRESTON GATES & ELLIS LLP By: /s/ G. Scott Greenburg ------------------------- G. Scott Greenburg EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Starbucks Corporation on Form S-8 of our report dated December 10, 1999 incorporated by reference in the Annual Report on Form 10-K of Starbucks Corporation for the year ended October 3, 1999. DELOITTE & TOUCHE LLP Seattle, Washington January 17, 2000 -----END PRIVACY-ENHANCED MESSAGE-----