Form S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

0001193125-11-202801.txt : 20110729 0001193125-11-202801.hdr.sgml : 20110729 20110729160254 ACCESSION NUMBER: 0001193125-11-202801 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20110729 DATE AS OF CHANGE: 20110729 EFFECTIVENESS DATE: 20110729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN MOUNTAIN COFFEE ROASTERS INC CENTRAL INDEX KEY: 0000909954 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 030339228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-175896 FILM NUMBER: 11997537 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 FORMER COMPANY: FORMER CONFORMED NAME: GREEN MOUNTAIN COFFEE INC DATE OF NAME CHANGE: 19930729 S-8 1 ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on July 29, 2011

Registration No. 333 -

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GREEN MOUNTAIN COFFEE ROASTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware

03-0339228

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

33 Coffee Lane, Waterbury, Vermont 05676

(Address of Principal Executive Offices) (Zip Code)

Amended and Restated Green Mountain Coffee Roasters, Inc. 2006 Incentive Plan

Inducement Option Grants Outside of a Plan

(Full title of the plan)

Howard Malovany, Esq.

Vice President, Corporate General Counsel and Secretary

Green Mountain Coffee Roasters, 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:

Jane D. Goldstein, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, Massachusetts 02199

Telephone: (617) 951-7000

Facsimile: (617) 951-7050

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.10 per share	5,760,657(2)	$90.29(3)	$520,129,721	$60,387.06
Common Stock, par value $0.10 per share	239,343(4)	$61.71	$14,769,857	$1,714.78
Common Stock, par value $0.10 per share	35,000(5)	$31.84	$1,114,400	$129.38
Common Stock, par value $0.10 per share	20,000(6)	$32.44	$648,800	$75.33
Common Stock, par value $0.10 per share	30,000(7)	$40.71	$1,221,300	$141.79
TOTALS	6,085,000		$537,884,078	$62,448.34

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional shares of Common Stock 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 Amended and Restated 2006 Incentive Plan (the “2006 Incentive Plan).

(3)

Estimated solely for the purposes of calculating the amount of the registration fee. In accordance with Rule 457 (c) of the Securities Act of 1933, as amended, the price shown is the average of the high and low selling prices of the Common Stock for July 27, 2011 as reported on the NASDAQ Global Select Market.

(4)	Represents shares of Common Stock reserved for issuance upon the exercise of options previously granted under the 2006 Incentive Plan.

(5)	Represents shares of Common Stock reserved for issuance upon the exercise of inducement options granted on December 17, 2010 to Gerard Geoffrion in connection with his employment.

(6)	Represents shares of Common Stock reserved for issuance upon the exercise of inducement options granted on December 22, 2010 to Sylvain Toutant in connection with his employment.

(7)	Represents shares of Common Stock reserved for issuance upon the exercise of inducement options granted on February 17, 2011 to Linda Kazanova in connection with her employment.

EXPLANATORY NOTE

This Registration Statement registers: (1) 35,000 shares reserved for issuance upon the exercise of inducement options granted on December 17, 2010 to Gerard Geoffrion in connection with his employment; (2) 20,000 shares reserved for issuance upon the exercise of inducement option granted on December 22, 2010 to Sylvain Toutant in connection with his employment; (3) 30,000 shares reserved for issuance upon exercise of inducement options granted on February 17, 2011 to Linda Kazanova in connection with her employment; (4) 5,760,657 shares reserved for issuance pursuant to options available for grant (but not yet granted) under the Registrant’s 2006 Incentive Plan and (5) 239,343 shares reserved for issuance upon the exercise of options previously granted under the Registrant’s 2006 Incentive Plan. The Registrant previously registered 4,050,000 shares issuable under the Registrant’s 2006 Incentive Plan on the Registrant’s registration statement (File No. 333-141567) on Form S-8 filed with the Securities and Exchange Commission on March 26, 2007. Additionally, the Registrant previously registered 3,150,000 shares issuable under the Registrant’s 2006 Incentive Plan on the Registrant’s registration statement (File No. 333-150929) on Form S-8 filed with the Securities and Exchange Commission on May 15, 2008. The share numbers throughout this Registration Statement have been adjusted, where applicable, to reflect: (1) the Registrant’s three-for-one stock split effected on July 27, 2007, (2) the Registrant’s three-for-two stock split effected on June 8, 2009 and (3) the Registrant’s three-for-one stock split effected on May 17, 2010.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

(A) The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 25, 2010;

(B) The Registrant’s Quarterly Reports on Form 10-Q for the thirteen weeks ended December 25, 2010 and the thirteen weeks ended March 26, 2011;

(C) The Registrant’s Current Reports on Form 8-K filed on September 28, 2010, November 19, 2010, December 17, 2010 (as amended on March 3, 2011), March 16, 2011, May 6, 2011, May 11, 2011 and June 9, 2011.

(D) The description of the Registrant’s Common Stock contained in Item 1 of the Registrant’s Registration Statement on Form 8-A (File No. 0-22398), dated September 10, 1993, filed pursuant to Section 12 of the Exchange Act, incorporating by reference the information concerning the Registrant’s common stock included under the caption “Description of Capital Stock” in its Registration Statement on Form SB-2, filed on July 28, 1993 and declared effective on September 21, 1993 (File No. 33-66646), and any amendment or report filed for purposes of updating such amendment.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, are incorporated herein by reference from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145(a) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the

corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.

The Registrant’s certification of incorporation, as amended, provides that each director, officer and employee, past or present of the Registrant, and each person who serves or may have served at the request of the Registrant as a director, trustee, officer or employee of another corporation, association, trust or other entity and their respective heirs, administrators and executors, shall be indemnified by the Registrant in accordance with, and to the fullest extent permitted by, the provisions of the Delaware General Corporation Law as it may be from time to time be amended.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit.

The Registrant’s certificate of incorporation, as amended provides that to the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Registrant shall be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director.

The Registrant’s amended and restated by-laws provide that any repeal or modification of the of indemnification rights shall not adversely affect any right or protection of a director or officer of the Registrant with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

The Registrant maintains a general liability insurance policy which covers certain liabilities of directors and officers of the Registrant arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.


Exhibit No.		Description

4.1		Nonstatutory Stock Option Certificate dated December 17, 2010 between Green Mountain Coffee Roasters, Inc. and Gerard Geoffrion (filed herewith)

4.2		Nonstatutory Stock Option Certificate dated December 22, 2010 between Green Mountain Coffee Roasters, Inc. and Sylvain Toutant (filed herewith)

4.3		Nonstatutory Stock Option Certificate dated February 17, 2011 between Green Mountain Coffee Roasters, Inc. and Linda Kazanova (filed herewith)

4.4		Amended and Restated Green Mountain Coffee Roasters, Inc. 2006 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 16, 2010)

5		Opinion of General Counsel of the Registrant (filed herewith)

23.1		Consent of PricewaterhouseCoopers LLP (filed herewith)

23.2		Consent of General Counsel of the Registrant (contained in Exhibit 5)

24		Powers of Attorney (included on signature page)

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, That paragraphs (a)1(i) and (a)1(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to

section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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, in the Village of Waterbury, State of Vermont, on July 29, 2011.


GREEN MOUNTAIN COFFEE ROASTERS, INC.

By:		/s/ Frances G. Rathke
Frances G. Rathke
Chief Financial Officer, Treasurer and Secretary

POWER OF ATTORNEY AND SIGNATURES

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. Each person whose signature appears below constitutes and appoints Howard Malovany and Frances G. Rathke and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Green Mountain Coffee Roasters, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date

/s/ Lawrence J. Blanford LAWRENCE J. BLANFORD	President and Chief Executive Officer and Director (Principal Executive Officer)	July 29, 2011

/s/ Frances G. Rathke FRANCES G. RATHKE	Chief Financial Officer, Treasurer, Secretary (Principal Financial and Accounting Officer)	July 29, 2011

/s/ Robert P. Stiller ROBERT P. STILLER	Chairman of the Board of Directors	July 29, 2011

/s/ Barbra D. Carlini BARBARA D. CARLINI	Director	July 29, 2011

/s/ William D. Davis WILLIAM D. DAVIS	Director	July 29, 2011

/s/ Jules A. Del Vecchio JULES A. DEL VECCHIO	Director	July 29, 2011

/s/ Hinda Miller HINDA MILLER	Director	July 29, 2011

/s/ David E. Moran DAVID E. MORAN	Director	July 29, 2011

/s/ Michael J. Mardy MICHAEL J. MARDY	Director	July 29, 2011

/s/ Douglas N. Daft DOUGLAS N. DAFT	Director	July 29, 2011

EXHIBIT INDEX


Exhibit No.		Description

4.1		Nonstatutory Stock Option Certificate dated December 17, 2010 between Green Mountain Coffee Roasters, Inc. and Gerard Geoffrion (filed herewith)

4.2		Nonstatutory Stock Option Certificate dated December 22, 2010 between Green Mountain Coffee Roasters, Inc. and Sylvain Toutant (filed herewith)

4.3		Nonstatutory Stock Option Certificate dated February 17, 2011 between Green Mountain Coffee Roasters, Inc. and Linda Kazanova (filed herewith)

4.4		Amended and Restated Green Mountain Coffee Roasters, Inc. 2006 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 16, 2010)

5		Opinion of General Counsel of the Registrant (filed herewith)

23.1		Consent of PricewaterhouseCoopers LLP (filed herewith)

23.2		Consent of General Counsel of the Registrant (contained in Exhibit 5)

24		Powers of Attorney (included on signature page)

EX-4.1 2 dex41.htm NONSTATUTORY STOCK OPTION CERTIFICATE - GERARD GEOFFRION Nonstatutory Stock Option Certificate - Gerard Geoffrion

Exhibit 4.1

Geoffrion, Gerard

Nonstatutory Stock Option

Granted by Green Mountain Coffee Roasters, Inc.

1.	Grant of Option.

This certificate dated as of the Grant Date (as defined below) evidences a nonstatutory stock option (this “Stock Option”) granted by Green Mountain Coffee Roasters, Inc., a Delaware corporation (the “Company”), on December 17, 2010 (the “Grant Date”) to Gerard Geoffrion (the “Participant”) pursuant to the offer letter dated December 17, 2010 between the Company and the Participant. This Stock Option is granted pursuant to the exception to shareholder approval provided for inducement grants under NASD Rule 4350(i) and shall not be deemed to be granted under the Company’s 2006 Incentive Plan (the “Plan”) or under any other incentive plan of the Company. Notwithstanding the above, this Stock Option is subject to the provisions of the Plan, which are incorporated herein by reference. Under this Stock Option, the Participant or the Participant’s permitted transferee may purchase, in whole or in part, on the terms herein provided, a total of 35,000 shares of common stock of the Company (the “Shares”) at $31.84 per Share, which is not less than the fair market value of the Shares on the Grant Date. The latest date on which this Stock Option, or any part thereof, may be exercised is December 17, 2020 (the “Final Exercise Date”). The Stock Option evidenced by this certificate is intended to be, and is hereby designated, a nonstatutory option, that is, an option that does not qualify as an incentive stock option as defined in section 422 of the Internal Revenue code of 1986, as amended from time to time (the “Code”).

This Stock Option is exercisable in the following cumulative installments prior to the Final Exercise Date:

8,750 Shares on or after December 17, 2011;

an additional 8,750 Shares on or after December 17, 2012;

an additional 8,750 Shares on or after December 17, 2013; and

an additional 8,750 Shares on or after December 17, 2014.

2.	Exercise of Stock Option.

Each election to exercise this Stock Option shall be in writing, signed by the Participant or the Participant’s permitted transferee (the “Option Holder”), and received by the Company at its principal office, accompanied by this certificate and payment in full as provided in the Plan. Subject to the further terms and conditions provided in the Plan, the purchase price may be paid as follows (i) by delivery of cash or check acceptable to the Administrator; (ii) through the delivery of shares of stock of the Company that have been outstanding for at least six months and that have a fair market value equal to the purchase price; (iii) through a broker-assisted exercise program acceptable to the Administrator; or (iv) through any combination of the foregoing. In the event that this Stock Option is exercised by an Option Holder other than the Participant, the Company will be under no

Geoffrion, Gerard

obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Stock Option.

3.	Restrictions on Transfer of Shares.

If at the time this Stock Option is exercised the Company or any of its stockholders is a party to any agreement restricting the transfer of any outstanding shares of the Company’s common stock, the Administrator may provide that this Stock Option may be exercised only if the Shares so acquired are made subject to the transfer restrictions set forth in that agreement (or if more than one such agreement is then in effect, the agreement or agreements specified by the Administrator).

4.	Withholding; Agreement to Provide Security.

If at the time this Stock Option is exercised the Company determines that under applicable and regulations it could be liable for the withholding of any federal or state tax upon exercise or with respect to a disposition of any Shares acquired upon exercise of the Stock Option, this Stock Option may not be exercised unless the person exercising this Stock Option remits to the Company any amounts determined by the Company to be required to be withheld (or makes other arrangements satisfactory to the Company for the payment of such taxes).

5.	Nontransferability of Stock Option.

This Stock Option is not transferable by the Participant otherwise than by will or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant (or in the event of the Participant’s incapacity, the person or persons legally appointed to act on the Participant’s behalf).

6.	Provision of the Plan.

A copy of the Plan as in effect on the Grant Date has been furnished to the Participant. By exercising all or part of this Stock Option, the Participant agrees to be bound by the terms of the Plan and this certificate. All initially capitalized terms used herein will have the meaning specified in the Plan, unless another meaning is specified herein.

Geoffrion, Gerard

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer.

Green Mountain Coffee Roasters, Inc.

By: /s/ Lawrence J. Blanford

Dated: February 9, 2011

Acknowledged:

/s/ Gerard Geoffrion

Dated: March 7, 2011

EX-4.2 3 dex42.htm NONSTATUTORY STOCK OPTION CERTIFICATE - SYLVAIN TOUTANT Nonstatutory Stock Option Certificate - Sylvain Toutant

Exhibit 4.2

Toutant, Sylvain

Nonstatutory Stock Option

Granted by Green Mountain Coffee Roasters, Inc.

1.	Grant of Option.

This certificate dated as of the Grant Date (as defined below) evidences a nonstatutory stock option (this “Stock Option”) granted by Green Mountain Coffee Roasters, Inc., a Delaware corporation (the “Company”), on December 22, 2010 (the “Grant Date”) to Sylvain Toutant (the “Participant”) pursuant to the offer letter dated December 17, 2010 between the Company and the Participant. This Stock Option is granted pursuant to the exception to shareholder approval provided for inducement grants under NASD Rule 4350(i) and shall not be deemed to be granted under the Company’s 2006 Incentive Plan (the “Plan”) or under any other incentive plan of the Company. Notwithstanding the above, this Stock Option is subject to the provisions of the Plan, which are incorporated herein by reference. Under this Stock Option, the Participant or the Participant’s permitted transferee may purchase, in whole or in part, on the terms herein provided, a total of 20,000 shares of common stock of the Company (the “Shares”) at $32.44 per Share, which is not less than the fair market value of the Shares on the Grant Date. The latest date on which this Stock Option, or any part thereof, may be exercised is December 22, 2020 (the “Final Exercise Date”). The Stock Option evidenced by this certificate is intended to be, and is hereby designated, a nonstatutory option, that is, an option that does not qualify as an incentive stock option as defined in section 422 of the Internal Revenue code of 1986, as amended from time to time (the “Code”).

This Stock Option is exercisable in the following cumulative installments prior to the Final Exercise Date:

5,000 Shares on or after December 22, 2011;

an additional 5,000 Shares on or after December 22, 2012;

an additional 5,000 Shares on or after December 22, 2013; and

an additional 5,000 Shares on or after December 22, 2014.

2.	Exercise of Stock Option.

Toutant, Sylvain

obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Stock Option.

3.	Restrictions on Transfer of Shares.

4.	Withholding; Agreement to Provide Security.

5.	Nontransferability of Stock Option.

6.	Provision of the Plan.

Toutant, Sylvain

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer.

Green Mountain Coffee Roasters, Inc.

By: /s/ Lawrence J. Blanford

Dated: February 9, 2011

Acknowledged:

/s/ Sylvain Toutant

Dated: March 15, 2011

EX-4.3 4 dex43.htm NONSTATUTORY STOCK OPTION CERTIFICATE - LINDA KAZANOVA Nonstatutory Stock Option Certificate - Linda Kazanova

Exhibit 4.3

Longo-Kazanova, Linda

Nonstatutory Stock Option

Granted by Green Mountain Coffee Roasters, Inc.

1.	Grant of Option.

This certificate dated as of the Grant Date (as defined below) evidences a nonstatutory stock option (this “Stock Option”) granted by Green Mountain Coffee Roasters, Inc., a Delaware corporation (the “Company”), on February 17, 2011 (the “Grant Date”) to Linda Longo-Kazanova (the “Participant”) pursuant to the offer letter dated December 17, 2010 between the Company and the Participant. This Stock Option is granted pursuant to the exception to shareholder approval provided for inducement grants under NASD Rule 4350(i) and shall not be deemed to be granted under the Company’s 2006 Incentive Plan (the “Plan”) or under any other incentive plan of the Company. Notwithstanding the above, this Stock Option is subject to the provisions of the Plan, which are incorporated herein by reference. Under this Stock Option, the Participant or the Participant’s permitted transferee may purchase, in whole or in part, on the terms herein provided, a total of 30,000 shares of common stock of the Company (the “Shares”) at $40.71 per Share, which is not less than the fair market value of the Shares on the Grant Date. The latest date on which this Stock Option, or any part thereof, may be exercised is February 17, 2021 (the “Final Exercise Date”). The Stock Option evidenced by this certificate is intended to be, and is hereby designated, a nonstatutory option, that is, an option that does not qualify as an incentive stock option as defined in section 422 of the Internal Revenue code of 1986, as amended from time to time (the “Code”).

This Stock Option is exercisable in the following cumulative installments prior to the Final Exercise Date:

7,500 Shares on or after February 17, 2012;

an additional 7,500 Shares on or after February 17, 2013;

an additional 7,500 Shares on or after February 17, 2014; and

an additional 7,500 Shares on or after February 17, 2015.

2.	Exercise of Stock Option.

Each election to exercise this Stock Option shall be in writing, signed by the Participant or the Participant’s permitted transferee (the “Option Holder”), and received by the Company at its principal office, accompanied by this certificate and payment in full as provided in the Plan. Subject to the further terms and conditions as provided in the Plan, the purchase price may be paid as follows (i) by delivery of cash or check acceptable to the Administrator; (ii) through the delivery of shares of stock of the Company that have been outstanding for at least six months and that have a fair market value equal to the purchase price; (iii) through a broker-assisted exercise program acceptable to the Administrator; or (iv) through any combination of the foregoing. In the event that this Stock Option is exercised by an Option Holder other than the Participant, the Company will be under no

Longo-Kazanova, Linda

obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this Stock Option.

3.	Restrictions on Transfer of Shares.

4.	Withholding; Agreement to Provide Security.

5.	Nontransferability of Stock Option.

6.	Provision of the Plan.

Longo-Kazanova, Linda

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer.

Green Mountain Coffee Roasters, Inc.

By: /s/ Lawrence J. Blanford

Dated: February 28, 2011

Acknowledged:

/s/ Linda Long-Kazanova

Dated: March 3, 2011

EX-5 5 dex5.htm OPINION OF GENERAL COUNSEL OF THE REGISTRANT Opinion of General Counsel of the Registrant

Exhibit 5

July 29, 2011

Green Mountain Coffee Roasters, Inc.

33 Coffee Lane

Waterbury, Vermont 05676

Ladies and Gentlemen:

This opinion is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by Green Mountain Coffee Roasters, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), for the registration of an aggregate of 6,085,000 shares of Common Stock, $0.10 par value (the “Shares”), of which (i) 6,000,000 are reserved for issuance under the Company’s Amended and Restated 2006 Incentive Plan (the “Plan”), (ii) 35,000 are issuable upon the exercise of that certain stock option awarded to Gerard Geoffrion as an inducement to him accepting employment with the Company pursuant to his Offer Letter dated December 17, 2010, (iii) 20,000 are issuable upon the exercise of that certain stock option awarded to Sylvain Toutant as an inducement to him accepting employment with the Company pursuant to his Offer Letter dated December 17, 2010 and (iv) 30,000 are issuable upon the exercise of that certain stock option awarded to Linda Kazanova as an inducement to her accepting employment with the Company pursuant to his Offer Letter dated February 17, 2011 ((ii), (iii) and (iv) together, the “Inducement Awards”).

I have acted as counsel for the Company in connection with the filing of the Registration Statement. For purposes of this opinion, I have examined and relied upon such documents, records, certificates and other instruments as I have deemed necessary.

The opinions expressed below are limited to the Delaware General Corporation Law, including the reported cases interpreting those laws.

Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized, and, when issued and sold pursuant to the Plan or the respective Inducement Awards, the Shares will be validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.


Green Mountain Coffee Roasters, Inc.		- 2 -		July 29, 2011

This opinion may be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.


Very truly yours,

/s/ Howard Malovany
Name:		Howard Malovany
Title:		Vice President, Corporate General Counsel and Secretary

EX-23.1 6 dex231.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Consent of PricewaterhouseCoopers LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-8 of Green Mountain Coffee Roasters, Inc. of our report dated December 9, 2010 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting of Green Mountain Coffee Roasters, Inc., which appear in such Registration Statement.

PricewaterhouseCoopers LLP

Boston, MA

July 29, 2011