<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
NORDSTROM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-0515058
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
1617 Sixth Avenue, 6th Floor N. Claire Stack
Seattle, Washington 98101 1617 Sixth Avenue, 6th Floor
(Address of Principal Executive Seattle, Washington 98101
Offices, (206) 373-4049
including zip code) (Name, address and telephone
number, including area code, of
agent for service)
Employee Stock Purchase Plan
(Full Title of Plan)
Copies to:
Gregory L. Anderson
William W. Lin
Lane Powell Spears Lubersky LLP
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101-2338
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Proposed
Title of Amount To Maximum Proposed Maximum Amount of
Securities Be Offering Aggregate Offering Registration
To Be Registered Price Per Price(2) Fee
Registered (1) Share(2)
------------------------------------------------------------------------------
Common
Stock, no 3,500,000 $23.375 $81,812,500 $21,598.50
par value
------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares of Common
Stock which may be necessary to adjust the number of shares of Common Stock
reserved for issuance pursuant to the Purchase Plan as the result of any
future stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"). The price per share is estimated to be
$23.375 based on the average of the high ($23.875) and low ($22.875)
sales prices for the Common Stock on June 22, 2000 as reported on the New
York Stock Exchange.
1
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Nordstrom, Inc. (the
"Registrant" or "Company"), a Washington corporation, to register 3,500,000
shares of its common stock, no par value (the "Common Stock"), issuable to
employees of the Company under the Employee Stock Purchase Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part
1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part
1 of Form S-8.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's latest Annual Report on Form 10-K for the year
ended January 31, 2000 filed with the Commission on April 7, 2000
which contains audited financial statements for the most recent
fiscal year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above,
including Nordstrom's Quarterly Report on Form 10-Q for the quarter
ended April 30, 2000 filed with the Commission on June 8, 2000; and
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A (Registration No. 001-15059)
filed under Section 12(b) of the Exchange Act on June 2, 1999.
All reports and other documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities covered
hereby then remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof commencing on the
respective dates on which such documents are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the common stock offered
hereby are being passed upon by Lane Powell Spears Lubersky LLP, Seattle,
Washington. D. Wayne Gittinger, a director of the Registrant, is a partner of
Lane Powell Spears Lubersky LLP. Members of that firm owned directly or
indirectly an aggregate of approximately 10,500,000 shares of Common Stock of
the Registrant as of June 16, 2000.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation
Act authorize a court to award, or a corporation's board of directors to grant,
indemnification to directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities arising under the
Securities Act. Article XI of the Registrant's Amended and Restated Bylaws
provides for indemnification of the Registrant's directors, officers, employees
and agents to the fullest extent permitted by Washington law.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except
in certain circumstances involving intentional misconduct, self-dealing or
illegal corporate loans or distributions, or any transactions from which the
director personally receives a benefit in money, property or services to which
the director is not legally entitled. Article IX of the Amended and Restated
Articles of Incorporation of the Registrant eliminates any personal liability
of a director to the Registrant or its shareholders for monetary damages for
conduct as a director, except for any liability for any acts or omissions that
involve intentional misconduct by a director or a knowing violation of law by
a director, for conduct violating RCW 23B.08.310, for any transaction from
which the director will personally receive a benefit in money, property, or
services to which the director is not legally entitled, or for any act or
omission occurring prior to the date when Article IX of the Amended and
Restated Articles of Incorporation of the Registrant became effective. If the
Washington Business Corporation Act is subsequently amended to change in a
manner affecting the Registrant's power to eliminate or limit the liability of
a director to the Registrant, then, upon the effective date of the amendment
and without further act: (i) if the amendment permits further elimination or
limitation of liability, the liability of a director shall be additionally
eliminated and limited to such further extent, or (ii) if the amendment
changes to power to eliminate the liability of a director in any other
respect, the liability of a director shall be eliminated and limited with
respect to acts or omissions occurring after the effective date of the
amendment to the fullest extent permitted by the Washington Business
Corporation Act as so amended. Article IX of the Amended and Restated
Articles of Incorporation of the Registrant also contains a provision that no
amendment or repeal of the Amended and Restated Articles of Incorporation of
the Registrant shall adversely affect any right or any elimination or
limitation of liability of a director existing immediately prior to the
amendment or repeal.
Officers and directors of the Registrant are covered by insurance (with certain
exceptions and certain limitations) that indemnifies them against losses and
liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Lane Powell Spears Lubersky LLP (filed herewith)
5.1 Employee Stock Purchase Plan (incorporate by reference to
Appendix A of Nordstrom, Inc.'s Proxy Statement filed on
April 10, 2000 (Registration No. 001-15059)
23.1 Independent Auditors' Consent (filed herewith)
23.2 Consent of Lane Powell Spears Lubersky LLP (included in
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
3
<PAGE>
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act 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 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 and will be governed
by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 City
of Seattle, State of Washington, on the 23rd day of June, 2000.
NORDSTROM, INC.
/s/ Michael A. Stein
---------------------------------
By: Michael A. Stein
Executive Vice President and
Chief Financial Officer
5
<PAGE>
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes John J.
Whitacre and Michael A. Stein, or either of them, as attorney-in-fact with full
power of substitution, to execute in the name and on the behalf of each person,
individually and in each capacity stated below, and to file, any and all
amendments to this registration statement, including any and all post-effective
amendments, and any related Rule 462(b) registration statement and any
amendment thereto.
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities indicated below on
the 23rd day of June, 2000.
SIGNATURE TITLE
/s/ John J. Whitacre
------------------------------ Chairman of the Board of Directors (Principal
John J. Whitacre Executive Officer)
/s/ Michael A. Stein
------------------------------ Executive Vice President and Chief Financial
Michael A. Stein Officer (Principal Financial Officer)
/s/ Michael G. Koppel
------------------------------ Vice President, Corporate Controller
Michael G. Koppel (Principal Accounting Officer)
/s/ D. Wayne Gittinger /s/ John N. Nordstrom
------------------------------ Director ---------------------------- Director
D. Wayne Gittinger John N. Nordstrom
/s/ Enrique Hernandez, Jr. /s/ Alfred E. Osborne, Jr.
------------------------------ Director ---------------------------- Director
Enrique Hernandez, Jr. Alfred E. Osborne, Jr.
/s/ Ann D. McLaughlin /s/ William D. Ruckelshaus
------------------------------ Director ---------------------------- Director
Ann D. McLaughlin William D. Ruckelshaus
/s/ John A. McMillan /s/ Bruce G. Willison
------------------------------ Director ---------------------------- Director
John A. McMillan Bruce G. Willison
/s/ Bruce A. Nordstrom
------------------------------ Director
Bruce A. Nordstrom
6
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion of Lane Powell Spears Lubersky LLP regarding the legality of
the Common Stock being registered
10.1 Employee Stock Purchase Plan (incorporate by reference to Appendix A of
Nordstrom, Inc.'s Proxy Statement filed on April 10, 2000 (Registration
No. 001-15059)
23.1 Independent Auditors' Consent
23.2 Consent of Lane Powell Spears Lubersky LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
7
<PAGE>
EXHIBIT 5.1
June 22, 2000
Nordstrom, Inc.
1617 Sixth Avenue
Seattle, Washington 98101-1742
Dear Sir or Madam:
We have acted as counsel for Nordstrom, Inc. (the "Company") in connection with
the preparation and filing with the Securities and Exchange Commission of the
registration statement on Form S-8 (the "Registration Statement") relating to
3,500,000 shares of common stock, no par value (the "Common Stock"), issuable
to employees of the Company under the Employee Stock Purchase Plan (the
"Purchase Plan").
In rendering this opinion letter, we have relied as to matters of material fact
upon the representations of members of the Company's management; however, we
have no reason to believe that any such representations are incorrect or
incomplete. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies and the
authenticity of the originals of such copies. In connection with this letter,
we have concerned ourselves solely with the application of the laws of the
State of Washington and the laws of the United States, and no opinion is
expressed herein concerning the possible effects of the laws of any other
jurisdiction.
Subject to the foregoing, we are of the opinion that upon issuance and delivery
of the shares of Common Stock pursuant to the Purchase Plan, the Common Stock
will be validly issued, fully paid and nonassessable.
The opinions contained in this letter are given as of the date hereof, and we
render no opinion as to any matter brought to our attention subsequent to the
date hereof. We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including the prospectus constituting
a part thereof, and any amendments or supplements thereto.
Very truly yours,
/s/ LANE POWELL SPEARS LUBERSKY LLP
LANE POWELL SPEARS LUBERSKY LLP
8
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Nordstrom, Inc. and subsidiaries on Form S-8 of our report dated March
10, 2000, appearing in and incorporated by reference in the Annual Report
on Form 10-K of Nordstrom, Inc. and subsidiaries for the year ended
January 31, 2000.
/S/ DELOITTE & TOUCHE LLP
Seattle, Washington
June 23, 2000
9
