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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WHOLE FOODS MARKET, INC.
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(Exact name of registrant as specified
in its charter)
Texas 74-1989366
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
601 North Lamar Blvd., Suite #300, Austin, Texas 78703
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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$307,807,000 Principal Amount At Maturity of Nasdaq National Market
Zero Coupon Convertible Subordinated
Debentures Due 2018
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
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Item 1. Description of Registrant's Securities to be Registered.
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In response to this item, incorporated by reference is the description of the
Zero Coupon Convertible Subordinated Debentures Due 2018 (the "Debentures"), of
Whole Foods Market, Inc. (the "Registrant") contained under the caption
"Description of Debentures" in the Prospectus (Subject to Completion) dated May
21, 1998 that forms a part of the Registrant's Registration Statement on Form S-
3 (File No. 333-51419) (as amended, the "Registration Statement"). If such
description is subsequently amended, the description as subsequently amended is
hereby incorporated by reference to this item.
Item 2. Exhibits.
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The following exhibits are filed as a part of this Registration Statement:
1(a)* Form of Zero Coupon Convertible Subordinated Debenture.
1(b)* Indenture dated March 2, 1998 between the Company and Chase
Bank of Texas, National Association, as Trustee.
2* Registration Rights Agreement dated March 2, 1998 by and
among the Company, BT Alex Brown Incorporated and Morgan
Stanley & Co. Incorporated.
3 The description of the Common Stock of the Registrant
contained under the caption "Description of Capital Stock"
set forth on page 26 of the Prospectus (Subject to
Completion) dated May 21, 1998 is incorporated herein by
reference from the Registration Statement. If such
description is subsequently amended, the description as
subsequently amended is hereby incorporated by reference to
this item.
* Filed as an exhibit to Registration Statement on Form S-3 (File
No. 333-51419) and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: May 22, 1998.
WHOLE FOODS MARKET, INC.
By: /s/ Glenda Flanagan
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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1(a)* Form of Zero Coupon Convertible Subordinated Debenture.
1(b)* Indenture dated March 2, 1998 between the Company and Chase
Bank of Texas, National Association, as Trustee.
2* Registration Rights Agreement dated March 2, 1998 by and
among the Company, BT Alex Brown Incorporated and Morgan
Stanley & Co. Incorporated.
3 The description of the Common Stock of the Registrant
contained under the caption "Description of Capital Stock"
set forth on page 26 of the Prospectus (Subject to
Completion) dated May 21, 1998 is incorporated herein by
reference from the Registration Statement. If such
description is subsequently amended, the description as
subsequently amended is hereby incorporated by reference to
this item.
* Filed as an exhibit to Registration Statement on Form S-3
(File No. 333-51419) and incorporated herein by reference.
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