<PAGE>
As Filed with the Securities and Exchange Commission on June 20, 1997
Registration No. __________
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREEN MOUNTAIN COFFEE, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 03-0339228
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
33 Coffee Lane
Waterbury, Vermont 05676
---------------------------------------------------
(Address of Principal Executive Offices) (Zip code)
GREEN MOUNTAIN COFFEE, INC.
1993 STOCK OPTION PLAN
---------------------------
(Full title of the plan)
Robert P. Stiller
Green Mountain Coffee, Inc.
33 Coffee Lane
Waterbury, Vermont 05676
---------------------------------------
(Name and address of agent for service)
(802) 244-5621
------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Denise M. Tormey, Esq.
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, New York 10112
(212) 698-7700
------------------------------------
Calculation of Registration Fee
<TABLE>
<S> <C> <C> <C> <C>
Title of Proposed Proposed
securities Amount maximum maximum
to be to be offering aggregate Amount of
registered registered price per offering price registration
(1) share per share fee
- --------------------------------------------------------------------------
Common Stock
($.10 par value 156,000 $6.8125 $1,062,750 $322.05
per share) (2) (3) (3)
Common Stock
($.10 par value 44,000 $7.00 $ 290,600 $ 88.06
per share) (4)
- ------------------------------------------------------------------------------
TOTAL $1,353,350 $410.11
- ------------------
(1) Pursuant to Rule 416, this Registration Statement also covers an
indeterminable number of additional shares that may become issuable
pursuant to terms designed to prevent dilution resulting from stock
splits, stock dividends or similar events.
(2) Represents shares of Common Stock reserved for issuance pursuant to
options available for grant (but not yet granted) under the Registrant's
1993 Stock Option Plan (the "Plan").
(3) Estimated solely for the purpose of calculating the amount of the
registration fee. In accordance with Rule 457(h), the price shown is the
average of the high and low prices of the Registrant's Common Stock as of
June 13, 1997, as reported on the NASDAQ National Market System.
(4) Represents shares of Common Stock reserved for issuance upon the exercise
of options previously granted under the Plan.
<PAGE>
PRIOR REGISTRATION STATEMENT
Pursuant to a Registration Statement on Form S-8 filed with the Securities
and Exchange Commission (the "Commission") on June 1, 1994 (Registration
Number 33-79624), the Registrant registered 75,000 shares of its Common Stock
for issuance under the Green Mountain Coffee, Inc. 1993 Stock Option Plan (the
"Plan") and 75,000 shares of its Common Stock for issuance under the Green
Mountain Coffee, Inc. Employee Stock Purchase Plan. This Registration
Statement is filed for the purpose of registering an additional 200,000 shares
of Common Stock to be issued under the Plan.
The contents of the Registration Statement on Form S-8 (Registration
Number 33-79624) are incorporated by reference herein except for Item 8 of
Part II which is amended to read as follows:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
Registration Statement:
Exhibit No. Document
----------- --------
4.1 First Amendment to the 1993 Stock Option Plan of
the Registrant, dated July 26, 1996 (incorporated
by reference to Exhibit 10.67 contained in the
Registrant's Form 10-KSB for the fiscal year
ended September 28, 1996).
5.1 Opinion of Rubin Baum Levin Constant & Friedman
regarding the validity and offering of the Common
Stock being registered.
23.1 Consent of Rubin Baum Levin Constant & Friedman
(included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included on the signature page
of this Registration Statement).
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 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 Waterbury, State of Vermont, on
June 20, 1997.
GREEN MOUNTAIN COFFEE, INC.
By: /s/ Robert P. Stiller
----------------------
Robert P. Stiller
Chairman of the Board of Directors,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Robert P. Stiller and Robert D. Britt
his true and lawful attorney-in-fact and agent, each acting alone, with full
powers of substitution and resubstitution, for him and his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to make any and all state securities law or blue sky filings,
granting unto said attorney-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully 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 dates indicated.
Signature Title Date
/s/ Robert P. Stiller Chairman of the Board of Directors, June 20, 1997
- -------------------- President and Chief Executive Officer
Robert P. Stiller (Principal Executive Officer)
/s/ Robert D. Britt Chief Financial Officer, Treasurer, June 20, 1997
- --------------------- Secretary and Director
Robert D. Britt (Principal Financial and Accounting
Officer)
/s/ Stephen J. Sabol Vice President and Director June 20, 1997
- ---------------------
Stephen J. Sabol
/s/ Jonathan C. Wettstein Vice President and Director June 20, 1997
- -------------------------
Jonathan C. Wettstein
/s/ William D. Davis Director June 20, 1997
- ------------------------
William D. Davis
Director
- ------------------------
Jules A. del Vecchio
Director
- ------------------------
David E. Moran
- ------------------------ Director
Ian W. Murray
Director
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EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
5.1 Opinion of Rubin Baum Levin Constant & Friedman regarding the
validity and offering of the Common Stock being registered.
23.1 Consent of Rubin Baum Levin Constant & Friedman (included in
Exhibit 5.1 of this Registration Statement).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
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<PAGE>
June 20, 1997
Green Mountain Coffee, Inc.
33 Coffee Lane
Waterbury, Vermont 05676
Ladies and Gentlemen:
We have acted as counsel to Green Mountain Coffee, Inc., a Delaware
corporation (the "Company"), in connection with the preparation by the
Company of its Registration Statement on Form S-8 under the Securities Act
of 1933, as amended (the "Registration Statement"), to which this opinion
is to be filed as an exhibit. The Registration Statement relates to 200,000
shares (the "Shares") of the Company's common stock, par value $.10 per share
(the "Common Stock") reserved for issuance pursuant to options available for
grant or granted under the 1993 Stock Option Plan of the Company (the "Plan").
As counsel to the Company, we have examined such corporate records,
documents, agreements, certificates of public officials (as to which we have
made no independent investigation), and such matters of law as we have
considered necessary or appropriate for the purpose of this opinion. In all
such examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures on original or
certified, conformed or reproduction copies of documents of all parties, the
authenticity of original and certified documents and the conformity to
original or certified copies of all copies submitted to us as conformed or
reproduction copies.
Upon the basis of such examination, in our opinion the Shares, if and
when paid for and issued in accordance with the terms and conditions of the
Plan and the respective Stock Option Agreements relating thereto, will be
legally issued, fully paid and nonassessable.
We are members of the bar of the State of New York, and the opinions
expressed herein are limited to questions arising under the laws of the
State of New York, the General Corporation Law of the State of Delaware
and the Federal law of the United States, and we disclaim any opinion
whatsoever with respect to matters governed by the laws of any other
jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is solely for your benefit and may not be used, circulated,
quoted or otherwise referred to for any purpose except as hereinabove
provided, without our express written permission.
Very truly yours,
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
<PAGE>
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Green Mountain Coffee, Inc. of our report dated
November 11, 1996, which appears on page F-2 of the 1996 Annual Report on
Form 10-KSB of Green Mountain Coffee, Inc. for the year ended September 28,
1996.
Price Waterhouse LLP
Boston, Massachusetts
June 20, 1997
