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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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)
Nordstrom, Inc. 1997 Employee Stock Option 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
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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)
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Common
Stock, no 8,000,000 $23.375 $187,000,000 $49,368.00
par value
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(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 Option 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.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is filed by Nordstrom, Inc. (the
"Registrant" or "Company"), a Washington corporation, to register 8,000,000
additional shares of the Company's common stock, no par value (the "Common
Stock") for issuance pursuant to the exercise of options granted under the
Nordstrom, Inc. 1997 Stock Option Plan. The contents of the original
Registration Statement on Form S-8 filed in connection with the Nordstrom,
Inc. 1997 Stock Option Plan (Registration No. 333-63403, filed on September
15, 1998) are incorporated herein by reference.
EXHIBITS
Exhibit
Number Description
5.1 Opinion of Lane Powell Spears Lubersky LLP (filed herewith)
5.1 Nordstrom, Inc. 1997 Employee Stock Option Plan
(incorporated by reference to Nordstrom, Inc.'s Registration
Statement on Form S-8 filed on September 15, 1998
(Registration No. 333-63403)
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)
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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
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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
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INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion of Lane Powell Spears Lubersky LLP regarding the legality of the
Common Stock being registered
10.2 Nordstrom, Inc. 1997 Employee Stock Option Plan (incorporated by
reference to Nordstrom, Inc.'s Registration Statement on Form S-8 filed
on September 15, 1998 (Registration No. 333-63403)
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)
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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 8,000,000 additional shares of the Company's common stock, no par
value (the "Common Stock") for issuance pursuant to the exercise of options
granted under the Nordstrom, Inc. 1997 Stock Option Plan (the "Option 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 the additional 8,000,000
shares of Common Stock have been duly authorized, and upon the issuance of the
additional 8,000,000 shares of Common Stock under the terms of the Option Plan,
such additional shares will be legally 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
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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
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