<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2000
REGISTRATION NO. 333-
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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
(206) 447-1575
(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
SHELLEY B. LANZA
SENIOR VICE PRESIDENT, LAW AND CORPORATE AFFAIRS AND GENERAL COUNSEL
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)
--------
Copies to:
G. SCOTT GREENBURG
PRESTON GATES & ELLIS, LLP
5000 COLUMBIA CENTER
701 FIFTH AVENUE
SEATTLE, WASHINGTON 98104
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum
Title of Securities Amount to Proposed Maximum Aggregate Amount of
to be Registered be Registered Offering Price Per Share* Offering Price Registration Fee
- ------------------- ------------- ------------------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 1,450,000 $25.25 $36,612,500 $9,665.70
no par value
- ------------------- ------------- ------------------------- -------------- ----------------
</TABLE>
- -------------------
* Average of high and low prices as reported by The Nasdaq Stock Market, Inc.
for January 12, 2000.
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<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
The Registrant is filing this Registration Statement on Form S-8 to
register 1,450,000 additional shares for issuance pursuant to the exercise of
options granted under the Starbucks Corporation Amended and Restated 1989 Stock
Option Plan for Non-Employee Directors. The contents of the original
Registration Statement on Form S-8 filed in connection with such plan
(Registration No. 33-52526) are incorporated herein by reference.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4 Starbucks Corporation Amended and Restated 1989 Stock Option Plan
for Non-Employee Directors (incorporated by reference to Appendix
A to Starbucks Corporation's Proxy Statement filed with the
Securities and Exchange Commission on January 13, 1999)
5 Opinion of Preston Gates & Ellis, LLP regarding legality of
securities being registered
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)
</TABLE>
<PAGE> 3
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 17th day of January, 2000.
STARBUCKS CORPORATION
By: /s/ Orin C. Smith
-------------------------------------
Orin C. Smith
president and chief operating officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Howard Schultz chairman and chief executive officer January 17, 2000
- -------------------------- -----------------
Howard Schultz
/s/ Orin C. Smith president and chief operating officer January 17 2000
- -------------------------- -----------------
Orin C. Smith
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael Casey executive vice president, chief January 13, 2000
- -------------------------- financial officer and -----------------
Michael Casey chief administrative officer
(principal accounting officer and
principal financial officer)
/s/ Barbara Bass director January 13, 2000
- -------------------------- -----------------
Barbara Bass
director
- -------------------------- -----------------
Howard Behar
/s/ Craig J. Foley director January 17, 2000
- -------------------------- -----------------
Craig J. Foley
director
- -------------------------- -----------------
Gregory B. Maffei
/s/ Arlen I. Prentice director January 18, 2000
- -------------------------- -----------------
Arlen I. Prentice
/s/ James G. Shennan, Jr. director January 14, 2000
- -------------------------- -----------------
James G. Shennan, Jr.
/s/ Craig E. Weatherup director January 14, 2000
- -------------------------- -----------------
Craig E. Weatherup
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4 Starbucks Corporation Amended and Restated 1989 Stock Option Plan
for Non-Employee Directors (incorporated by reference to Appendix A
to Starbucks Corporation's Proxy Statement filed with the
Securities and Exchange Commission on January 13, 1999)
5 Opinion of Preston Gates & Ellis, LLP regarding legality of
securities being registered
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)
</TABLE>
<PAGE> 1
EXHIBIT 5
Opinion and Consent of Counsel
January 18, 2000
Starbucks Corporation
2401 Utah Avenue South
Seattle, WA 98134
Re: Registration Statement on Form S-8 of Starbucks Corporation
Ladies and Gentlemen:
We have acted as counsel to Starbucks Corporation (the "Company") in
connection with the filing of the above-referenced Registration Statement (the
"Registration Statement") relating to the registration of shares (the "Shares")
of Common Stock, no par value per share, of the Company that may be issued
pursuant to the Starbucks Corporation Amended and Restated 1989 Stock Option
Plan for Non-Employee Directors (the "Plan").
In connection therewith, we have reviewed the Company's Articles of
Incorporation, Bylaws and minutes of appropriate meetings, and we are familiar
with the proceedings to date with respect to the Plan and the proposed issuance
and sale of the Shares and have examined such records, documents and questions
of law, and have satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Washington.
2. The Shares, as and when acquired in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and non-assessable
under the Washington Business Corporation Act when certificates representing the
shares shall have been duly executed, countersigned and registered and duly
delivered to the purchasers thereof against payment of the agreed consideration
therefor.
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
By: /s/ G. Scott Greenburg
-------------------------
G. Scott Greenburg
<PAGE> 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 10, 1999
incorporated by reference in the Annual Report on Form 10-K of Starbucks
Corporation for the year ended October 3, 1999.
DELOITTE & TOUCHE LLP
Seattle, Washington
January 17, 2000
