-----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, Sb/l96sR3+lXs+FAFLMoMYc3vatdmZtnuY6tUc4n8/x8OyXgUAdyV4hVDDyPmtSX OND5jWMDcRDsEYP3NzcLSQ== 0000909954-97-000012.txt : 19970623 0000909954-97-000012.hdr.sgml : 19970623 ACCESSION NUMBER: 0000909954-97-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970620 EFFECTIVENESS DATE: 19970620 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN MOUNTAIN COFFEE INC CENTRAL INDEX KEY: 0000909954 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 030339228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29641 FILM NUMBER: 97627296 BUSINESS ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 BUSINESS PHONE: 8022445621 MAIL ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 S-8 1 REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on June 20, 1997 Registration No. __________ - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GREEN MOUNTAIN COFFEE, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 03-0339228 - ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 33 Coffee Lane Waterbury, Vermont 05676 --------------------------------------------------- (Address of Principal Executive Offices) (Zip code) GREEN MOUNTAIN COFFEE, INC. 1993 STOCK OPTION PLAN --------------------------- (Full title of the plan) Robert P. Stiller Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, Vermont 05676 --------------------------------------- (Name and address of agent for service) (802) 244-5621 ------------------------------------------------------------ (Telephone number, including area code, of agent for service) Copy to: Denise M. Tormey, Esq. Rubin Baum Levin Constant & Friedman 30 Rockefeller Plaza New York, New York 10112 (212) 698-7700 ------------------------------------ Calculation of Registration Fee Title of Proposed Proposed securities Amount maximum maximum to be to be offering aggregate Amount of registered registered price per offering price registration (1) share per share fee - -------------------------------------------------------------------------- Common Stock ($.10 par value 156,000 $6.8125 $1,062,750 $322.05 per share) (2) (3) (3) Common Stock ($.10 par value 44,000 $7.00 $ 290,600 $ 88.06 per share) (4) - ------------------------------------------------------------------------------ TOTAL $1,353,350 $410.11 - ------------------ (1) Pursuant to Rule 416, this Registration Statement also covers an indeterminable number of additional shares that may become issuable pursuant to terms designed to prevent dilution resulting from stock splits, stock dividends or similar events. (2) Represents shares of Common Stock reserved for issuance pursuant to options available for grant (but not yet granted) under the Registrant's 1993 Stock Option Plan (the "Plan"). (3) Estimated solely for the purpose of calculating the amount of the registration fee. In accordance with Rule 457(h), the price shown is the average of the high and low prices of the Registrant's Common Stock as of June 13, 1997, as reported on the NASDAQ National Market System. (4) Represents shares of Common Stock reserved for issuance upon the exercise of options previously granted under the Plan. PRIOR REGISTRATION STATEMENT Pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on June 1, 1994 (Registration Number 33-79624), the Registrant registered 75,000 shares of its Common Stock for issuance under the Green Mountain Coffee, Inc. 1993 Stock Option Plan (the "Plan") and 75,000 shares of its Common Stock for issuance under the Green Mountain Coffee, Inc. Employee Stock Purchase Plan. This Registration Statement is filed for the purpose of registering an additional 200,000 shares of Common Stock to be issued under the Plan. The contents of the Registration Statement on Form S-8 (Registration Number 33-79624) are incorporated by reference herein except for Item 8 of Part II which is amended to read as follows: PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The following is a complete list of exhibits filed as a part of this Registration Statement: Exhibit No. Document ----------- -------- 4.1 First Amendment to the 1993 Stock Option Plan of the Registrant, dated July 26, 1996 (incorporated by reference to Exhibit 10.67 contained in the Registrant's Form 10-KSB for the fiscal year ended September 28, 1996). 5.1 Opinion of Rubin Baum Levin Constant & Friedman regarding the validity and offering of the Common Stock being registered. 23.1 Consent of Rubin Baum Levin Constant & Friedman (included in Exhibit 5.1). 23.2 Consent of Price Waterhouse LLP. 24.1 Powers of Attorney (included on the signature page of this Registration Statement). 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 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, in the City of Waterbury, State of Vermont, on June 20, 1997. GREEN MOUNTAIN COFFEE, INC. By: /s/ Robert P. Stiller ---------------------- Robert P. Stiller Chairman of the Board of Directors, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert P. Stiller and Robert D. Britt his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully 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 dates indicated. Signature Title Date /s/ Robert P. Stiller Chairman of the Board of Directors, June 20, 1997 - -------------------- President and Chief Executive Officer Robert P. Stiller (Principal Executive Officer) /s/ Robert D. Britt Chief Financial Officer, Treasurer, June 20, 1997 - --------------------- Secretary and Director Robert D. Britt (Principal Financial and Accounting Officer) /s/ Stephen J. Sabol Vice President and Director June 20, 1997 - --------------------- Stephen J. Sabol /s/ Jonathan C. Wettstein Vice President and Director June 20, 1997 - ------------------------- Jonathan C. Wettstein /s/ William D. Davis Director June 20, 1997 - ------------------------ William D. Davis Director - ------------------------ Jules A. del Vecchio Director - ------------------------ David E. Moran - ------------------------ Director Ian W. Murray Director EXHIBIT INDEX Exhibit No. Document - ----------- -------- 5.1 Opinion of Rubin Baum Levin Constant & Friedman regarding the validity and offering of the Common Stock being registered. 23.1 Consent of Rubin Baum Levin Constant & Friedman (included in Exhibit 5.1 of this Registration Statement). 23.2 Consent of Price Waterhouse LLP. 24.1 Powers of Attorney (included on the signature page of this Registration Statement).
EX-5.1 2 CORRESP--EX-5.1 AND 23.1 June 20, 1997 Green Mountain Coffee, Inc. 33 Coffee Lane Waterbury, Vermont 05676 Ladies and Gentlemen: We have acted as counsel to Green Mountain Coffee, Inc., a Delaware corporation (the "Company"), in connection with the preparation by the Company of its Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), to which this opinion is to be filed as an exhibit. The Registration Statement relates to 200,000 shares (the "Shares") of the Company's common stock, par value $.10 per share (the "Common Stock") reserved for issuance pursuant to options available for grant or granted under the 1993 Stock Option Plan of the Company (the "Plan"). As counsel to the Company, we have examined such corporate records, documents, agreements, certificates of public officials (as to which we have made no independent investigation), and such matters of law as we have considered necessary or appropriate for the purpose of this opinion. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified, conformed or reproduction copies of documents of all parties, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. Upon the basis of such examination, in our opinion the Shares, if and when paid for and issued in accordance with the terms and conditions of the Plan and the respective Stock Option Agreements relating thereto, will be legally issued, fully paid and nonassessable. We are members of the bar of the State of New York, and the opinions expressed herein are limited to questions arising under the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal law of the United States, and we disclaim any opinion whatsoever with respect to matters governed by the laws of any other jurisdiction. We consent to the filing of this opinion as an exhibit to the Registration Statement. This opinion is solely for your benefit and may not be used, circulated, quoted or otherwise referred to for any purpose except as hereinabove provided, without our express written permission. Very truly yours, RUBIN BAUM LEVIN CONSTANT & FRIEDMAN EX-23.2 3 CORRESP We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Green Mountain Coffee, Inc. of our report dated November 11, 1996, which appears on page F-2 of the 1996 Annual Report on Form 10-KSB of Green Mountain Coffee, Inc. for the year ended September 28, 1996. Price Waterhouse LLP Boston, Massachusetts June 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----