FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) of the
SECURITIES EXCHANGE ACT OF 1934
STARBUCKS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
WASHINGTON 91-1325671
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
2401 UTAH AVENUE SOUTH, SEATTLE, WASHINGTON 98134
(Address of Principal Executive Offices) (Zip Code)
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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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(b) 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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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED
This amendment on Form 8-A/A is being filed to reflect the change in the par value of the Registrant's Common Stock and Preferred Stock from no par value per share to $.001 par value per share.
GENERAL
The authorized capital stock of the Registrant consists of 300,000,000 shares of Common Stock, $.001 par value per share, and 7,500,000 shares of Preferred Stock, $.001 par value per share. On March 19, 2001, there were 189,886,229 shares of Common Stock outstanding and no shares of Preferred Stock outstanding. The Common Stock of the Registrant is traded on the National Market tier of The Nasdaq Stock Market, Inc., under the trading symbol "SBUX."
COMMON STOCK
Holders of shares of Common Stock are entitled to one vote per share on all matters to be voted on by the shareholders. Subject to the rights of holders of outstanding shares of Preferred Stock, if any, the holders of Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor, and upon liquidation or dissolution of the Registrant, are entitled to receive all assets available for distribution to shareholders. The Common Stock has no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares. All outstanding shares of Common Stock are fully paid and nonassessable.
PREFERRED STOCK
The Board of Directors has the authority to issue up to 7,500,000 shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations, and restrictions thereof, including dividend rights, voting rights, terms of redemption, redemption prices, liquidation preferences, and the number of shares constituting any series or the designation of any such series, without further vote or action by the shareholders. The issuance of Preferred Stock may have the effect of delaying or preventing a change in control of the Registrant without further action by the shareholders. The issuance of Preferred Stock with voting and conversion rights may adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others. The Registrant has no present plans to issue any shares of Preferred Stock.
PROVISIONS REGARDING CONTROL OF THE REGISTRANT
The Registrant's Amended and Restated Articles of Incorporation and Washington law contain certain provisions that may have the effect of entrenching current management and delaying or discouraging a hostile takeover of the Registrant. Section 5.2 of the Registrant's
Amended and Restated Articles of Incorporation provide for a staggered Board of Directors, with each director serving a three-year term. In addition, Chapter 23B.19 of the Washington Business Corporation Act prohibits, subject to certain exceptions, a corporation from entering into any "significant business transactions" with an "Acquiring Person" (defined generally as a person or affiliated group who acquires 10% or more of the outstanding voting securities of a corporation) without the prior approval of the corporation's board of directors, for a period of five years after such person or affiliated group becomes an Acquiring Person.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Registrant's Common Stock is Mellon Investor Services LLC.
ITEM 2. EXHIBITS.
1. Starbucks Corporation Amended and Restated Articles of Incorporation.
2. Amended and Restated Bylaws of Starbucks Corporation (incorporated herein by reference to Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ending October 1, 2000, filed with the Securities and Exchange Commission on December 22, 2000).
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, thereunto duly authorized.
STARBUCKS CORPORATION
By: /s/ Michael Casey
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Michael Casey
executive vice president, chief financial
officer and chief administrative officer
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\ EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1. Starbucks Corporation Amended and Restated Articles of
Incorporation.
2. Amended and Restated Bylaws of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.2 to the
Registrant's Form 10-K for the fiscal year ending October 1,
2000, filed with the Securities and Exchange Commission on
December 22, 2000).
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Exhibit 1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
STARBUCKS CORPORATION
Starbucks Corporation, a Washington corporation, hereby submits the following Amended and Restated Articles of Incorporation for filing. The following Articles of Incorporation were approved and adopted by the Board of Directors of the corporation on November 14, 2000 in accordance with RCW 23B.10.020 and RCW 23B.10.070 and supercede all amendments and prior restatements of the corporation's Articles of Incorporation as of the date of such adoption.
ARTICLE 1. NAME
The name of the corporation is Starbucks Corporation.
ARTICLE 2. DURATION
The period of the corporation's duration is perpetual.
ARTICLE 3. PURPOSES
The corporation is organized for the purposes of transacting any and all business for which corporations may be incorporated under Title 23B of the Revised Code of Washington, as amended, including, but not limited to establishing and operating retail coffee and espresso bars in the State of Washington and in other states.
ARTICLE 4. SHARES
The corporation shall have authority to issue 307,500,000 shares of capital stock, of which 300,000,000 shares will be common stock, and, 7,500,000 shares will be preferred stock.
4.1 Common Stock. The corporation shall have authority to issue up to 300,000,000 shares of common stock, .001 par value per share.
4.2 Preferred Stock. The corporation shall have authority to issue up to 7,500,000 shares of preferred stock, .001 par value per share. The Board of Directors shall have all rights afforded by applicable law to establish series of said preferred shares, the rights and preferences of each such series to be set forth in appropriate resolutions of the Board of Directors.
ARTICLE 5. DIRECTORS
5.1 Number of Directors. The number of directors of the corporation shall be fixed in the Bylaws and may be increased or decreased from time to time in the manner specified therein.
5.2 Terms of Directors. Beginning with the Board of Directors elected at the first Annual Meeting of Shareholders held after all series of Preferred Stock outstanding as of May 20, 1992 are converted to Common Stock, the terms of office of all directors shall be staggered by dividing the total number of directors into three groups that are as equal in number as
possible. The terms of directors in the first group will expire at the first annual shareholders' meeting after their election, the terms of the second group will expire at the second annual shareholders' meeting after their election, and the terms of the third group will expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of three years to succeed those directors whose terms expire.
ARTICLE 6. PREEMPTIVE RIGHTS
6.1 Common Stock. Shareholders of the Common Stock of the corporation shall not have preemptive rights to acquire shares of stock or securities convertible into shares of stock issued by the corporation.
6.2 Preferred Stock. Holders of Preferred Stock shall have preemptive rights subject to the rights and preferences as described under Article 4 of these Articles of Incorporation.
ARTICLE 7. CUMULATIVE VOTING
Shareholders of the corporation shall not have the right to cumulate votes in the election of directors.
ARTICLE 8. AMENDMENTS OF ARTICLES OF INCORPORATION
The corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, in the manner now or hereafter prescribed by law. All rights and powers conferred herein on shareholders and directors are subject to this reserved power.
ARTICLE 9. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Washington Business Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for his or her acts or omissions as a director. Any amendment to or repeal of this Article 9 shall not adversely affect any right or protection of a director of the corporation for or with respect to any acts or omissions occurring prior to such amendment or repeal.