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
5
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