As filed with the Securities and Exchange Commission on February 3, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRICE/COSTCO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0572969
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10809 120TH AVENUE NE
KIRKLAND, WASHINGTON 98033
(Address, including zip code, of principal executive offices)
PRICE/COSTCO, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
DISCRETIONARY OPTION EXTENSION ARRANGEMENT
REPLACEMENT STOCK OPTION GRANTS
(Full titles of the plans)
DONALD E. BURDICK, ESQ.
10809 120TH AVENUE NE
KIRKLAND, WASHINGTON 98033
(206) 803-8100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
JOSEPH J. GIUNTA, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 SOUTH GRAND AVENUE, SUITE 3400
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM
TO BE REGISTERED OFFERING AGGREGATE AMOUNT OF
REGISTERED PRICE PER OFFERING REGISTRATION
SHARE 1 2 PRICE 2 FEE 3
__________________________________________________________________________
COMMON
STOCK, 1,000,000
PAR VALUE SHARES 4 5 $13.75 $13,750,000 $4,741
$0.01
PER SHARE
COMMON
STOCK,
PAR VALUE
$0.01
PER SHARE 338,326 6 SEE FOOTNOTE 7 $ 5,626,028 $1,940
____________________________________________________________________________
1 ESTIMATED PURSUANT TO RULES 457(C) AND (H) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
ON THE BASIS OF THE AVERAGE OF THE HIGH AND LOW SALE PRICES
FOR A SHARE OF COMMON STOCK OF PRICE/COSTCO, INC. ("COMMON
STOCK") ON THE NASDAQ STOCK MARKET'S NATIONAL MARKET ON
JANUARY 31, 1995.
2 ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE.
3 THE REGISTRATION FEE HAS BEEN CALCULATED PURSUANT TO SECTION
6(B) OF THE SECURITIES ACT AS FOLLOWS: ONE-TWENTY-NINTH
(1/29) OF ONE PERCENT OF THE PROPOSED MAXIMUM AGGREGATE
OFFERING PRICE OF THE SHARES REGISTERED HEREBY.
4 PLUS ADDITIONAL SHARES OF COMMON STOCK AS MAY BE ISSUABLE
PURSUANT TO THE ANTIDILUTION PROVISIONS OF THE PRICE/COSTCO,
INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AND THE
DISCRETIONARY OPTION EXTENSIONN ARRANGEMENT (THE "PLANS").
5 THE NUMBER OF SHARES BEING REGISTERED REPRESENTS THE NUMBER
OF SHARES THAT MAY BE SOLD PURSUANT TO THE PLANS DURING THE
REMAINDER OF 1995 AND SUBSEQUENT YEARS UNTIL A NEW
REGISTRATION STATEMENT BECOMES EFFECTIVE.
6 THE NUMBER OF SHARES BEING REGISTERED REPRESENTS THE NUMBER
OF SHARES THAT MAY BE SOLD PURSUANT TO REPLACEMENT STOCK
OPTION GRANTS DURING THE REMAINDER OF 1995 AND SUBSEQUENT
YEARS UNTIL A NEW REGISTRATION STATEMENT BECOMES EFFECTIVE.
7 REPRESENTS 63,599 SHARES AT AN EXERCISE OF $13.1455 PER
SHARE, 5,348 SHARES AT AN EXERCISE PRICE OF $15.1250 PER
SHARE, 52,164 SHARES AT AN EXERCISE PRICE OF $15.3756 PER
SHARE, 26,270 SHARES AT AN EXERCISE PRICE OF $15.8451 PER
SHARE, 31,950 SHARES AT AN EXERCISE PRICE OF $17.0188 PER
SHARE, 57,932 SHARES AT AN EXERCISE PRICE OF $17.4883 PER
SHARE, 63,284 SHARES AT AN EXERCISE PRICE OF $18.1925 PER
SHARE, 7,661 SHARES AT AN EXERCISE PRICE OF $19.0000 PER
SHARE, 24,115 SHARES AT AN EXERCISE PRICE OF $20.5399 PER
SHARE, 1,887 SHARES AT AN EXERCISE PRICE OF $21.4789 PER
SHARE AND 4,116 SHARES AT AN EXERCISE PRICE OF $24.5892 PER
SHARE.
REGISTRATION STATEMENT
ON
FORM S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement
are the following documents filed with the Securities and
Exchange Commission (the "Commission"):
(a) Price/Costco, Inc.'s (the "Company") Annual
Report on Form 10-K for the fiscal year ended
August 28, 1994;
(b) the Company's Quarterly Report on Form 10-Q
for the quarter ended November 20, 1994;
(c) the Company's Current Report on Form 8-K,
dated December 21, 1994; and
(d) the Company's Registration Statement on Form
8-A, dated October 18, 1993.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation of the Company
(the "Certificate") and the Amended and Restated Bylaws of
the Company (the "Bylaws") provide for indemnification of
present and former directors and officers of the Company,
The Price Company ("Price") and Costco Wholesale Corporation
("Costco") and persons serving as directors, officers,
employees or agents of another corporation or entity at the
request of the Company, Price or Costco (each, an
"Indemnified Party"), each to the fullest extent permitted
by the Delaware General Corporation Law (the "DGCL").
Section 145 of the DGCL allows indemnification of specified
persons by Delaware corporations, and describes requirements
and limitations on such powers of indemnification. The
Company has included in the Certificate and the Bylaws
provisions which require the Company to indemnify an
Indemnified Party if the standard of conduct and other
requirements set forth therein and by the DGCL are met.
Indemnified Parties are specifically indemnified in the
Certificate and the Bylaws (the "Indemnification
Provisions") from expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred in
connection with an action, suit or proceeding (i) by reason
of the fact that he or she is or was a director or officer
of the Company, Price or Costco or served as a director,
officer, employee or agent at the request of the Company,
Price or Costco or (ii) by or in right of the Company, Price
or Costco, provided that indemnification is permitted only
with judicial approval if the Indemnified Party is adjudged
to be liable to the Company. Such Indemnified Party must
have acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best
interests of the subject corporation and, with respect to
any criminal action or proceeding, must have had no
reasonable cause to believe his or her conduct was unlawful.
Any indemnification must be authorized based on a
determination that the indemnification is proper as the
applicable standard of conduct has been met by the
Indemnified Party. Such determination will be made by a
majority vote of a quorum of the Board consisting of
directors not a party to the suit, action or proceeding, by
a written opinion of independent legal counsel or by the
stockholders. In the event that a determination is made
that a director or officer is not entitled to
indemnification under the Indemnification Provisions, the
Indemnification Provisions provide that the Indemnified
Party may seek a judicial determination of his or her rights
to indemnification. The Indemnification Provisions further
provide that the Indemnified Party is entitled to
indemnification for and advancement of, all expenses
(including attorneys' fees) incurred in any proceeding
seeking to collect from the Company an indemnity claim or
advancement of expenses under the Indemnification Provision
whether or not such Indemnified Party is successful.
The Company will pay expenses incurred by a director or
officer of the Company, or a former director or officer of
Price or Costco, in advance of the final disposition of an
action, suit or proceeding, if he or she undertakes to repay
amounts advanced if it is ultimately determined that he or
she is not entitled to be indemnified by the Company. The
Indemnification Provision is expressly not exclusive of any
other rights of indemnification or advancement of expenses
pursuant to the Bylaws or any agreement, vote of the
stockholders or disinterested directors or pursuant to
judicial direction.
The Company is authorized to purchase insurance on behalf
of an Indemnified Party for liabilities incurred, whether or
not the Company would have the power or obligation to
indemnify him or her pursuant to the Certificate or the
DGCL. The Company intends to obtain such insurance.
The Company has also entered into indemnification
agreements with certain of its officers and directors
providing for the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Description
No.
4.1 Restated Certificate of Incorporation of
Price/Costco, Inc. (incorporated by reference to
Exhibit 3(i) to Price/Costco, Inc.'s Registration
Statement on Form S-4 (File No. 33-50359)).
4.2 Form of Restated Bylaws of Price/Costco, Inc.
(included as Annex V to the Offering
Circular/Prospectus contained in Price
Enterprises, Inc.'s Registration Statement on
Form S-4 (File No. 33-55481)).
4.3 Form of Specimen of Stock Certificate of
Price/Costco, Inc. (incorporated by reference to
Exhibit 4.1 to Price/Costco, Inc.'s Registration
Statement on Form S-4 (File No. 33-50359)).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in their opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page
of this Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required
by Section 10(a) (3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of the registration statement (or the
most recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change
to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 Kirkland, State of Washington, on this 31st day of January, 1995.
PRICE/COSTCO, INC.
By /s/ James D. Sinegal
_________________________________
James D. Sinegal
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated. Each person whose
signature appears below hereby authorizes James D. Sinegal with full
power of substitution, to file one or more amendments, including post-
effective amendments, to this registration statement, which amendments
may make such changes as James D. Sinegal deems appropriate, and each
person whose signature appears below, individually and in each
capacity stated below, hereby appoints James D. Sinegal acting
individually, with full power of substitution, as Attorney-in-Fact to
execute his name and on his behalf to file any such amendments to this
registration statement.
Signature Title Date
/s/ James D. Sinegal President, Chief January 31, 1995
___________________________ Executive Officer
James D. Sinegal and Director
/s/ Jeffrey H. Brotman Chairman of the January 31, 1995
___________________________ Board of Directors
Jeffrey H. Brotman
/s/ Richard A. Galanti Executive Vice January 31, 1995
___________________________ President, Chief
Richard A. Galanti Financial Officer
and Director
(Principal
Financial Officer
and Principal
Accounting
Officer)
/s/ Richard D. DiCerchio Executive Vice January 31, 1995
__________________________ President and
Richard D. DiCerchio Director
/s/ Daniel Bernard Director January 31, 1995
__________________________
Daniel Bernard
/s/ Hamilton E. James Director January 31, 1995
__________________________
Hamilton E. James
/s/ Richard M. Libenson Director January 31, 1995
__________________________
Richard M. Libenson
/s/ John W. Meisenbach Director January 31, 1995
_________________________
John W. Meisenbach
/s/ Frederick O. Paulsell, Jr. Director January 31, 1995
_________________________
Frederick O. Paulsell, Jr.
_______________________________________________________________________________
EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Certificate of Incorporation of
Price/Costco, Inc. (incorporated by
reference to Exhibit 3(i) to
Price/Costco, Inc.'s Registration
Statement on Form S-4 (File No. 33-
50359)).
4.2 Form of Restated Bylaws of Price/Costco,
Inc. (included as Annex V to the
Offering Circular/Prospectus contained
in Price Enterprises, Inc.'s
Registration Statement on Form S-4 (File
No. 33-55481)).
4.3 Form of Specimen of Stock Certificate of
Price/Costco, Inc. (incorporated by
reference to Exhibit 4.1 to
Price/Costco, Inc.'s Registration
Statement on Form S-4 (File No. 33-
50359)).
5.1 Opinion of Skadden, Arps, Slate, Meagher
& Flom.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in their opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the
signature page of this Registration
Statement).
_______________________________________________________________________________
Exhibit 5
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
Wilmington, Delaware 19801
February 1, 1995
Price/Costco, Inc.
10809 120th Avenue NE
Kirkland, Washington 98033
Re: Price/Costco, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration
Statement on Form S-8 (the "Registration Statement") that
you intend to file with the Securities and Exchange
Commission (the "Commission") in connection with the
registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 1,338,326 shares (the
"Shares") of common sock, par value $.01 per share
("Common Stock), of Price/Costco, Inc. (the "Company") to
be issued by the Company under the Price/Costco, Inc.
Non-Employee Director Stock Option Plan, the
Discretionary Option Extension Arrangement and certain
replacement option grants (collectively, the "Plans").
In connection with this opinion, we have examined
and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of (i) the
Plans, (ii) the Restated Certificate of Incorporation of
the Company and the Amended and Restated Bylaws of the
Company, (iii) copies of certain resolutions of the Board
of Directors of the Company relating to, among other
things, the Shares, the Plans and the Registration
Statement, (iv) the form of specimen certificate
representing the Common Stock and (v) such other
documents, certificates and records as we have considered
necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the legal capacity of
all natural persons, 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 certified or photostatic
copies and the authenticity of the originals of such
latter documents. As to any facts material to the
opinion expressed herein, we have relied upon oral or
written statements and representations of officers and
other representatives of the Company and others.
Members of our firm are admitted to the Bar in the
State of Delaware and we do not express any opinion as to
the laws of any other jurisdiction.
Based upon and subject to the foregoing, and
assuming (i) the valid issuance of options pursuant to
the Plans and (ii) the conformity of the certificates
representing the Shares to the form of the specimen
thereof examined by us and the due execution and delivery
of such certificates, we are of the opinion that the
Shares, when issued upon exercise of options in
accordance with the terms of the Plans, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with
the Commission as Exhibit 5.1 to the Registration
Statement. In giving this consent, we do not thereby
admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
_______________________________________________________________________________
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent
to the incorporation by reference in the Registration
Statement on Form S-8 of Price/Costco, Inc. of our
reports dated November 14, 1994 included in Form 10-K of
Price/Costco, Inc. for the year ended August 28, 1994,
and to all references to our firm included therein.
ARTHUR ANDERSEN LLP
Seattle, Washington
January 30, 1995
