-----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, JND16H4gCZH/BDXjxJmJZHcAAWfIYTx4YAS5hQMriAwbD73cY+4ly+W60BcZCmMI ev5k5xYuX4OUg8sibZXuWQ== 0000891020-00-001119.txt : 20000522 0000891020-00-001119.hdr.sgml : 20000522 ACCESSION NUMBER: 0000891020-00-001119 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000519 EFFECTIVENESS DATE: 20000519 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: 333-37442 FILM NUMBER: 640270 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 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 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) STARBUCKS CORPORATION AMENDED AND RESTATED KEY EMPLOYEE STOCK OPTION PLAN - 1994 (Full Title of the Plan) SHELLEY B. LANZA EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 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) -------- Copy to: GREGORY L. ANDERSON, ESQ. LANE POWELL SPEARS LUBERSKY LLP 1420 FIFTH AVENUE, SUITE 4100 SEATTLE, WASHINGTON 98101 ================================================================================ 2
CALCULATION OF REGISTRATION FEE Amount to Proposed Maximum Maximum Title of Securities be Offering Price Aggregate Amount of to be Registered Registered* Per Share** Offering Price Registration Fee --------------------- ------------- ------------------ ---------------- ------------------ Common Stock, 9,000,000 $31.06 $279,540,000 $73,799 no par value
*Together with an indeterminate number of additional shares of the Registrant's Common Stock that may be necessary to adjust the number of shares of the Registrant's Common Stock reserved for issuance under the Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994 as the result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock of the Registrant. **Average of the high and low sale prices of a share of the Registrant's Common Stock as reported by The Nasdaq Stock Market, Inc. on May 15, 2000. The registration fee is calculated in accordance with Rule 457(h)(i) and Rule 457(c) promulgated under the Securities Act of 1933, as amended. 3 REGISTRATION OF ADDITIONAL SECURITIES The Registrant is filing this Registration Statement on Form S-8 to register 9,000,000 additional shares for issuance pursuant to the exercise of options granted under the Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994. The contents of the original Registration Statement on Form S-8 filed in connection with such plan (Registration No. 33-92208) are incorporated herein by reference. EXHIBITS Exhibit No. Description - ----------- ----------- 4 Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994 (incorporated by reference to Appendix A to Starbucks Corporation's Proxy Statement filed with the Securities and Exchange Commission on January 11, 2000) 5 Opinion of Lane Powell Spears Lubersky 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) 4 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 19th day of May, 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 May 11, 2000 - ------------------------- Howard Schultz /s/ Orin C. Smith president and chief operating officer May 18, 2000 - ------------------------- Orin C. Smith /s/ Michael Casey executive vice president, chief May 15, 2000 - ------------------------- financial officer and Michael Casey chief administrative officer (principal accounting officer and principal financial officer)
5 /s/ Barbara Bass director May 12, 2000 - -------------------------- Barbara Bass /s/ Howard Behar director May 17, 2000 - -------------------------- Howard Behar /s/ Craig Foley director May 12, 2000 - -------------------------- Craig J. Foley /s/ Gregory B. Maffei director May 12, 2000 - -------------------------- Gregory B. Maffei /s/ Arlen I. Prentice director May 12, 2000 - -------------------------- Arlen I. Prentice director - -------------------------- ------------- James G. Shennan, Jr. /s/ Craig E. Weatherup director May 12, 2000 - -------------------------- Craig E. Weatherup
6 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4 Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994 (incorporated by reference to Appendix A to Starbucks Corporation's Proxy Statement filed with the Securities and Exchange Commission on January 11, 2000) 5 Opinion of Lane Powell Spears Lubersky 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 OF LANE POWELL SPEARS LUBERSKY LLP 1 EXHIBIT 5 OPINION OF LANE POWELL SPEARS LUBERSKY LLP May 12, 2000 Starbucks Corporation 2401 Utah Avenue South Seattle, WA 98134 Re: Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994 At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement"), which Starbucks Corporation, a Washington corporation (the "Company"), intends to file with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 9,000,000 shares of the Company's common stock, no par value per share (the "Common Stock") under the Starbucks Corporation Amended and Restated Key Employee Stock Option Plan - 1994 (the "Plan"). We are familiar with the proceedings undertaken in connection with the authorization of the Plan and the additional 9,000,000 shares of Common Stock. Additionally, we have examined such questions of law and fact as we have considered necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the federal securities law of the United States and the laws of the State of Washington, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws. Based upon the foregoing, we are of the opinion that the additional 9,000,000 shares of Common Stock have been duly authorized, and upon the issuance of the additional 9,000,000 shares of Common Stock under the terms of the Plan, such additional shares will be legally issued, fully paid and non-assessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, LANE POWELL SPEARS LUBERSKY LLP EX-24.2 3 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 24.2 CONSENT OF INDEPENDENT AUDITORS 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 May 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----