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As filed with the Securities and Exchange Commission on
October 21, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Coffee People, Inc.
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(Exact name of registrant as specified in its charter)
Oregon 93-1073218
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3259 N.W. 29th Avenue
Portland, Oregon 97210
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(Address of principal executive offices) (Zip Code)
1993, 1994, 1995 and 1996 Stock Option Plans
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(Full title of the plan)
Kenneth B. Ross
Chief Financial Officer
Coffee People, Inc.
3259 N.W. 29th Avenue
Portland, OR 97210
(503) 223-7714
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(Name, address and telephone number of agent for service)
Copies to:
Ronald L. Greenman
Tonkon, Torp, Galen, Marmaduke & Booth
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(2)
- ---------- ------------- ------------ --------- ------------
Common 646,575 $8.81 $5,695,238 $1,726
Stock, no shares
par value
(1) This filing registers 84,075 shares of the Company's Common
Stock reserved for issuance under the Company's 1993 Stock Option
Plan, 150,000 shares of the Company's Common Stock reserved for
issuance under the Company's 1994 Stock Option Plan, 300,000
shares of the Company's Common Stock reserved for issuance under
the 1995 Stock Option Plan and 112,500 shares of the Company's
Common Stock reserved for issuance under the Company's 1996 Stock
Option Plan. There are also registered an undetermined number of
additional shares of Common Stock that may become available for
purchase in accordance with the provisions of the Plans in the
event of a change in the outstanding shares of Common Stock,
including a recapitalization.
(2) Based upon (a) the actual price for 334,838 shares of the
Company's Common Stock subject to previously granted options at a
weighted average price of $8.24 per share and (b) the estimated
proposed maximum offering price for the remaining 311,737 shares
reserved for issuance under the Stock Option Plans, estimated
solely for purposes of calculating the registration fee, based
upon the average of the high and low prices of the Common Stock
on October 16, 1996, as reported by the Nasdaq National Market
($8.56), as adjusted to reflect the requirement under the Stock
Option Plans that the shares be purchased at a purchase price of
110 percent of the fair market value.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Coffee People, Inc., an
Oregon corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") are incorporated by
reference into this registration statement:
(a) The Company's Prospectus dated September 25, 1996, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act") (Registration No. 333-5376-LA).
(b) The description of the Company's Common Stock, no par
value (the "Common Stock"), set forth in the Company's
registration statement on Form SB-2, as declared effective on
September 25, 1996 (Registration No. 333-5376-LA).
All documents filed by the Company subsequent to those
listed above 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 hereby 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.
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 Oregon Business Corporation Act (the "Act") authorizes
the indemnification of an officer or director made party to a
proceeding because the officer or director is or was an officer
or director against liability (including amounts paid in
settlement) incurred in the proceeding and against expenses with
respect to the proceeding (including attorney fees) if: (a) the
conduct of the officer or director was in good faith, (b) the
officer or director reasonably believed that his conduct was in
the best interests of the corporation or at least not opposed to
its best interests and (c) in the case of a criminal proceeding,
the officer or director had no reasonable cause to believe his
conduct was unlawful; provided, however, neither a director nor<PAGE>
<PAGE>
an officer may be indemnified in connection with (i) a proceeding
by or in the right of the corporation in which the director or
officer was adjudged liable or (ii) any other proceeding charging
improper personal benefit to the director or officer in which the
director or officer was adjudged liable on the basis that
personal benefit was improperly received by the director or
officer. The Company's Restated Articles of Incorporation (the
"Articles") allow and the Company's Bylaws require the Company to
indemnify officers and directors to the fullest extent
permissible by law.
The Act further provides that the articles of incorporation
of a corporation may provide that no director shall be personally
liable to a corporation or its stockholders for monetary damages
for conduct as a director, except that such provision does not
eliminate the liability of a director (a) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
the law, (c) for any unlawful distribution as defined under the
Act or (d) for any transaction from which the director derived an
improper personal benefit. The Company's Articles and Bylaws
provide that, to the fullest extent permissible by law, no
director shall be personally liable to the Company or its
stockholders for monetary damages.
In addition to the indemnification and exculpation provided
by the Company's Articles and Bylaws, the Company intends to
enter into an indemnification agreement with each of its officers
and directors providing indemnification to the fullest extent
permitted by law.
The effect of these provisions is to indemnify the directors
and officers of the Company against all costs and expenses of
liability incurred by them in connection with any action, suit or
proceeding in which they are involved by reason of their
affiliation with the Company, to the fullest extent permitted by
law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed in the Index to Exhibits, which appears
on page II-7 herein, are filed as part of this registration
statement.<PAGE>
<PAGE>
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, as amended (the
"Securities Act");
(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 information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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<PAGE>
<PAGE>
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 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the above-
referenced provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.<PAGE>
<PAGE>
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, in Portland, Oregon, on October 18,
1996.
COFFEE PEOPLE, INC.
By: /s/ Kenneth B. Ross
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Kenneth B. Ross
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints Kenneth
B. Ross his true and lawful attorney-in-fact and agent, with full
power of substitution for him in any and all capacities, to sign
any and all amendments or post-effective 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, granting unto such attorney
and agent full power and authority to do any and all acts and
things necessary or advisable in connection with such matters,
and hereby ratifying and confirming all that the attorney and
agent, 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 date(s) indicated:
Principal Executive Officers: Date:
/s/ James L. Roberts October 18, 1996
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James L. Roberts
Chairman of the Board of
Directors and Chief
Executive Officer
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<PAGE>
/s/ Taylor H. Devine October 18, 1996
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Taylor H. Devine
President, Chief Operating
Officer and Director
Principal Financial Officer:
/s/ Kenneth B. Ross October 18, 1996
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Kenneth B. Ross
Chief Financial Officer and
Secretary
Directors:
/s/ Gary G. Talboy October 18, 1996
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Gary G. Talboy
October __, 1996
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Doug L. Ayer
October __, 1996
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Jeffrey M. Ferguson
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit Page
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4.1 Restated Articles of Incorporation(1)
4.2 Bylaws, as amended(1)
5.1 Opinion of Tonkon, Torp, Galen, Marmaduke &
Booth
23.1 Consent of Arthur Anderson LLP, Independent
Public Accountants
23.2 Consent of Tonkon, Torp, Galen, Marmaduke &
Booth (included in Exhibit 5.1)
24 Power of Attorney (See Page II-5)
99.1 1993 Stock Option Plan(1)
99.2 1994 Stock Option Plan(1)
99.3 1995 Stock Option Plan(1)
99.4 1996 Stock Option Plan(1)
(1) Incorporated by reference to the Company's Registration
Statement on Form SB-2, as declared effective on September 25,
1996 (Registration No. 333-5376-LA).
TONKON, TORP, GALEN, MARMADUKE & BOOTH
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
EXHIBIT 5.1
October 18, 1996
To the Board of Directors
of Coffee People, Inc.
Ladies and Gentlemen:
We have acted as counsel for Coffee People, Inc. (the
"Company") in connection with the preparation and filing of a
Registration Statement on Form S-8 under the Securities Act of
1933, covering a proposed 646,575 shares of the Company's Common
Stock, no par value (the "Shares"). We have reviewed the
corporate action of the Company in connection with this matter
and have examined and relied upon such documents, corporate
records and other evidence as we have deemed necessary for the
purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares
have been duly authorized and, when issued and sold pursuant to
the governing Stock Option Agreements, the Shares will be legally
issued, fully paid and nonassessable. We hereby consent to the
filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Tonkon, Torp, Galen,
Marmaduke & Booth
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on
Form S-8 registering 646,575 shares of Coffee People, Inc. common
stock of our reports dated March 29, 1996 (except with respect to
the matters discussed in Note 14, as to which the date is
July 26, 1996) included in Coffee People, Inc.'s registration
statement on Form SB-2, as declared effective on September 25,
1996 (Registration Statement No. 333-5376-LA) and to all
references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Portland, Oregon
October 18, 1996
