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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 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)
STARBUCKS CORPORATION
AMENDED AND RESTATED
KEY EMPLOYEE STOCK OPTION PLAN - 1994
(Full Title of the Plan)
SHELLEY B. LANZA
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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)
--------
Copy to:
GREGORY L. ANDERSON, ESQ.
LANE POWELL SPEARS LUBERSKY LLP
1420 FIFTH AVENUE, SUITE 4100
SEATTLE, WASHINGTON 98101
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<TABLE>
<CAPTION>
CALCULATION OF
REGISTRATION
FEE Amount to Proposed Maximum Maximum
Title of Securities be Offering Price Aggregate Amount of
to be Registered Registered* Per Share** Offering Price Registration Fee
--------------------- ------------- ------------------ ---------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, 9,000,000 $31.06 $279,540,000 $73,799
no par value
</TABLE>
*Together with an indeterminate number of additional shares of the
Registrant's Common Stock that may be necessary to adjust the number of
shares of the Registrant's Common Stock reserved for issuance under the
Starbucks Corporation Amended and Restated Key Employee Stock Option Plan -
1994 as the result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Registrant.
**Average of the high and low sale prices of a share of the Registrant's
Common Stock as reported by The Nasdaq Stock Market, Inc. on May 15, 2000.
The registration fee is calculated in accordance with Rule 457(h)(i) and
Rule 457(c) promulgated under the Securities Act of 1933, as amended.
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REGISTRATION OF ADDITIONAL SECURITIES
The Registrant is filing this Registration Statement on Form S-8 to
register 9,000,000 additional shares for issuance pursuant to the exercise of
options granted under the Starbucks Corporation Amended and Restated Key
Employee Stock Option Plan - 1994. The contents of the original Registration
Statement on Form S-8 filed in connection with such plan (Registration No.
33-92208) are incorporated herein by reference.
EXHIBITS
Exhibit No. Description
- ----------- -----------
4 Starbucks Corporation Amended and Restated Key Employee Stock Option
Plan - 1994 (incorporated by reference to Appendix A to Starbucks
Corporation's Proxy Statement filed with the Securities and Exchange
Commission on January 11, 2000)
5 Opinion of Lane Powell Spears Lubersky 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)
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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 19th day of May, 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 May 11, 2000
- -------------------------
Howard Schultz
/s/ Orin C. Smith president and chief operating officer May 18, 2000
- -------------------------
Orin C. Smith
/s/ Michael Casey executive vice president, chief May 15, 2000
- ------------------------- financial officer and
Michael Casey chief administrative officer
(principal accounting officer and
principal financial officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Barbara Bass director May 12, 2000
- --------------------------
Barbara Bass
/s/ Howard Behar director May 17, 2000
- --------------------------
Howard Behar
/s/ Craig Foley director May 12, 2000
- --------------------------
Craig J. Foley
/s/ Gregory B. Maffei director May 12, 2000
- --------------------------
Gregory B. Maffei
/s/ Arlen I. Prentice director May 12, 2000
- --------------------------
Arlen I. Prentice
director
- -------------------------- -------------
James G. Shennan, Jr.
/s/ Craig E. Weatherup director May 12, 2000
- --------------------------
Craig E. Weatherup
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4 Starbucks Corporation Amended and Restated Key Employee Stock Option
Plan - 1994 (incorporated by reference to Appendix A to Starbucks
Corporation's Proxy Statement filed with the Securities and Exchange
Commission on January 11, 2000)
5 Opinion of Lane Powell Spears Lubersky 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)
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EXHIBIT 5
OPINION OF LANE POWELL SPEARS LUBERSKY LLP
May 12, 2000
Starbucks Corporation
2401 Utah Avenue South
Seattle, WA 98134
Re: Starbucks Corporation Amended and Restated Key Employee Stock Option Plan -
1994
At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement"), which Starbucks Corporation, a Washington corporation
(the "Company"), intends to file with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of 9,000,000 shares of the Company's common stock, no par value per share (the
"Common Stock") under the Starbucks Corporation Amended and Restated Key
Employee Stock Option Plan - 1994 (the "Plan"). We are familiar with the
proceedings undertaken in connection with the authorization of the Plan and the
additional 9,000,000 shares of Common Stock. Additionally, we have examined such
questions of law and fact as we have considered necessary or appropriate for
purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of the
federal securities law of the United States and the laws of the State of
Washington, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of any other laws.
Based upon the foregoing, we are of the opinion that the additional 9,000,000
shares of Common Stock have been duly authorized, and upon the issuance of the
additional 9,000,000 shares of Common Stock under the terms of the Plan, such
additional shares will be legally issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
LANE POWELL SPEARS LUBERSKY LLP
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EXHIBIT 24.2
CONSENT OF INDEPENDENT AUDITORS
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
May 15, 2000
