As Filed With The Securities And Exchange Commission On August 30, 1996
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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WHOLE FOODS MARKET, INC.
(Exact name of issuer as specified in its charter)
Texas 74-1989366
(State of incorporation) (I.R.S. employer identification no.)
601 North Lamar
Suite 300 78703
Austin, Texas (Zip Code)
(Address of principal executive office)
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1987 Stock Option and Incentive Plans
1992 Stock Option Plan
(Full title of the plans)
Glenda J. Flanagan Bruce H. Hallett
Vice President and Chief Financial Officer Crouch & Hallett, L.L.P.
Whole Foods Market, Inc. 717 N Harwood st.
601 North Lamar Suite 1400
Suite 300 Dallas, Texas 75201
Austin, Texas 78703 214-953-0053
512-477-5566
(Names, addresses and telephone numbers, including area codes,
of agents for service)
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APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS: Sales
to the optionees of securities proposed to be registered hereunder will occur
from time to time after the effective date of this Registration Statement.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price Per Share* Offering Price* Registration Fee
- ------------------- ------------ ---------------- ---------------- ----------------
Common Stock,
no par value 2,750,000 Shs. $ 33.57 $92,317,500 $31,834
</TABLE>
* Estimated solely for purposes of calculating the registration fee, which has
been computed in accordance with Rule 457(h), based on the average of the high
and low price for the registrant's securities on August 27, 1996.
<PAGE>
The contents of the registration statement on Form S-8 (File No. 33-48392)
previously filed by the registrant relating to the employee benefit plans to
which this registration relates are hereby incorporated herein by reference.
-1-
<PAGE>
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 City of Austin and State of Texas on the 29th day of August,
1996.
WHOLE FOODS MARKET, INC.
By /s/ Glenda J. Flanagan
--------------------------------------------
Glenda J. Flanagan, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on August 29th, 1996.
Signature Title
- --------- -----
/s/ John P. Mackey Chairman of the Board
- ----------------------------- and Director
John P. Mackey (Principal Executive Officer)
/s/ Glenda J. Flanagan Chief Financial Officer
- ----------------------------- (Principal Financial Officer and Accounting
Glenda J. Flanagan Officer)
/s/ Cristina G. Banks Director
- -----------------------------
Dr. Cristina G. Banks
/s/ John B. Elstrott Director
- -----------------------------
Dr. John B. Elstrott
/s/ Avram J. Goldberg Director
- -----------------------------
Avram J. Goldberg
/s/ Fred "Chico" Lager Director
- -----------------------------
Fred "Chico" Lager
-2-
<PAGE>
/s/ Linda A. Mason Director
- -----------------------------
Linda A. Mason
/s/ Ralph Z. Sorenson Director
- -----------------------------
Dr. Ralph Z. Sorenson
/s/ James P. Sud Director
- -----------------------------
James P. Sud
-3-
<PAGE>
INDEX TO EXHIBITS
4(a) 1987 Stock Option and Incentive Plan for Employees (filed as Exhibit
10.3 to registrant's Registration Statement on Form S-1 (No. 33-44214)
and incorporated herein by reference).
4(b) 1987 Stock Option and Incentive Plan for Outside Directors (filed as
Exhibit 10.4 to registrant's Registration Statement on Form S-1 (No.
33-44214) and incorporated herein by reference).
4(c) 1992 Stock Option Plan for Team Members, as amended (filed as Exhibit
10.9 to registrant's Registration Statement on Form S-4 (No. 33-63824)
and incorporated herein by reference).
4(d) Form of Incentive Stock Option Agreements under 1992 Incentive Stock
Option Plan (filed as Exhibit 4(d) to registrant's Registration
Statement on Form S-8 (No. 33-48392 and incorporated by reference
herein).
5 Opinion of Crouch & Hallett, L.L.P.1
23(a) Consent of KPMG Peat Marwick.1
23(b) Consent of Crouch & Hallett, L.L.P. (included as part of Exhibit 5).
- -------------------------
1 Filed herewith.
63402
E-1
<PAGE>
CROUCH & HALLETT
A Registered Limited Liability Partnership
Attorneys and Counselors
717 N. Harwood
Suite 1400
Dallas, Texas 75201
(214) 953-0053 Telecopy: 214-953-3154
August 30, 1996
Whole Foods Market, Inc.
601 North Lamar
Suite 300
Austin, Texas 78703
Gentlemen:
We have served as counsel for Whole Foods Market, Inc., a Texas
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 covering the sale of a maximum of 2,750,000 shares (the "Shares") of
Common Stock, no par value, of the Company. The Shares are to be issued upon the
exercise of options granted under the stock option plan of the Company described
in the Registration Statement.
We have examined such documents and questions of law as we have deemed
necessary to render the opinion expressed below. Based upon the foregoing, we
are of the opinion that the Shares, when issued and delivered, are duly and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Crouch & Hallet, L. L. P.
------------------------------
Crouch & Hallet, L. L. P.
34281.02
<PAGE>
Exhibit 23(a)
-------------
INDEPENDENT AUDITORS' CONSENT
---------------------------------------------------------------------
The Board of Directors
Whole Foods Market, Inc.
We conset to the use of out report incorporated herein by reference.
/s/ KPMG Peat Marwick L.L.P.
----------------------------
KPMG Peat Marwick L. L. P.
Austin, Texas
August 29, 1996
