0001095811-01-505331.txt : 20011009 0001095811-01-505331.hdr.sgml : 20011009 ACCESSION NUMBER: 0001095811-01-505331 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011001 EFFECTIVENESS DATE: 20011001 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: 1933 Act SEC FILE NUMBER: 333-70648 FILM NUMBER: 1750102 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 v76067ors-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on October 1, 2001 ----- ================================================================================ 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 (Address of Principal Executive Offices, Including Zip Code) STARBUCKS CORPORATION 1991 COMPANY-WIDE STOCK OPTION PLAN (Full Title of the Plan) SHELLEY B. LANZA Executive Vice President, Human Resources, Law and Corporate Affairs, Corporate Social Responsibility, 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: J. Sue Morgan, Esq. Perkins Coie LLP 1201 Third Avenue, Suite 4800 Seattle, Washington 98101-3099 2 CALCULATION OF REGISTRATION FEE
========================== =================== ================================== ===================== ====================== Proposed Maximum Title of Securities Amount to Proposed Maximum Aggregate Offering Amount of to be Registered be Registered* Offering Price Per Share** Price Registration Fee -------------------------- ------------------- ---------------------------------- --------------------- ---------------------- Common Stock, $0.001 4,000,000 Shares $14.19 $56,760,000 $14,190.00 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 1991 Company-wide Stock Option Plan 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 ($14.73) and low ($13.64) sale prices of a share of the Registrant's Common Stock as reported by the Nasdaq Stock Market, Inc. on September 27, 2001. 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 pursuant to General Instruction E to Form S-8 to register 4,000,000 additional shares of Common Stock for issuance pursuant to the exercise of options granted under the Starbucks Corporation 1991 Company-Wide Stock Option Plan. The contents of the original Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 28, 1992 in connection with such plan (Registration No. 33-52528) are incorporated herein by reference. EXHIBITS Exhibit No. Description ----------- ----------- 5 Opinion of Perkins Coie LLP regarding legality of securities being registered 10 Starbucks Corporation 1991 Company-Wide Stock Option Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 1, 2000, filed with the Securities and Exchange Commission on December 22, 2000) 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 25th day of September, 2001. STARBUCKS CORPORATION By: /s/ Orin C. Smith -------------------------------- Orin C. Smith president and chief executive officer POWER OF ATTORNEY 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 global strategist September 25, 2001 ------------------------- Howard Schultz s/ Orin C. Smith director, president, and chief executive September 25, 2001 ------------------------- officer Orin C. Smith
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Signature Title Date --------- ----- ---- /s/ Michael Casey executive vice president, chief September 25, 2001 ------------------------- financial officer and Michael Casey chief administrative officer (principal accounting officer and principal financial officer) /s/ Barbara Bass director September 25, 2001 ------------------------- Barbara Bass /s/ Howard P. Behar director and president, North September 25, 2001 ------------------------- American Operations Howard P. Behar director ------------------------- ------------------ Craig J. Foley /s/ Gregory B. Maffei director September 25, 2001 ------------------------- Gregory B. Maffei /s/ Arlen I. Prentice director September 25, 2001 ------------------------- Arlen I. Prentice /s/ James G. Shennan, Jr. director September 25, 2001 ------------------------- James G. Shennan, Jr. /s/ Craig E. Weatherup director September 25, 2001 ------------------------- Craig E. Weatherup
6 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 5 Opinion of Perkins Coie LLP regarding legality of securities being registered 10 Starbucks Corporation 1991 Company-Wide Stock Option Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 1, 2000, filed with the Securities and Exchange Commission on December 22, 2000) 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 3 v76067orex5.txt EXHIBIT 5 1 EXHIBIT 5 PERKINS COIE LLP 1201 THIRD AVENUE, SUITE 4800, WASHINGTON 98101-3099 TELEPHONE: 206 583-8888 FACSIMILE: 206 583-8500 OCTOBER 1, 2001 Starbucks Corporation 2401 Utah Avenue South Seattle, WA 98134 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended ("the Act"), which you are filing with the Securities and Exchange Commission with respect to up to 4,000,000 shares of common stock, $0.001 par value per share (the "Shares"), which may be issued under the Starbucks Corporation 1991 Company-Wide Stock Option Plan (the "Plan"). We have examined the Registration Statement and such documents and records of Starbucks Corporation as we have deemed necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures. Based upon and subject to the foregoing, we are of the opinion that any original issuance Shares that may be issued pursuant to the Plan have been duly authorized and that, upon the due execution by Starbucks Corporation and the registration by its registrar of the Shares,and the sale of the Shares by Starbucks Corporation in accordance with the terms of the Plan, and the receipt of consideration therefor in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Perkins Coie LLP EX-23.2 4 v76067orex23-2.txt EXHIBIT 23.2 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 8, 2000, incorporated by reference in and attached as part of an exhibit to the Annual Report on Form 10-K of Starbucks Corporation for the year ended October 1, 2000. DELOITTE & TOUCHE LLP Seattle, Washington September 28, 2001 J:\LLS\BENPLANS\Current Plans\Form S-8 for Bean Stock Plan (10-2001).doc