- Securities Registration: Employee Benefit Plan (S-8)
10 September 2011 - 4:36AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 9, 2011
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
PEET’S COFFEE & TEA, INC.
(Exact name of registrant as specified in its charter)
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Washington
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91-0863396
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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______________________
1400 Park Avenue
Emeryville, California 94608-3520
(510) 594-2100
(Address of principal executive offices)
______________________
2010 Equity Incentive Plan
(Full title of the plans)
Patrick J. O'Dea
President and Chief Executive Officer
PEET’S COFFEE & TEA, INC.
1400 Park Avenue
Emeryville, California 94608-3520
(510) 594-2100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________
Copies to:
Kenneth L. Guernsey, Esq.
Cooley LLP
101 California Street, 5
th
floor
San Francisco, CA 94111-5800
(415) 693-2000
______________________
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be Registered (1)
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Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum Aggregate Offering Price (2)
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Amount of Registration Fee
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Common Stock (no par value)
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750,000
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$
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55.46
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$
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41,595,000.00
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$
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4,829.18
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(1)
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This Registration Statement shall cover any additional shares of Common Stock which become issuable under the Peet’s Coffee & Tea, Inc. (“Registrant” or “Company”) 2010 Equity Incentive Plan (pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Act”)) set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant’s outstanding Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee. The offering price per share and aggregate offering price are based the average of the high and low prices of the Company’s Common Stock as reported on the Nasdaq Global Select Market on September 2, 2011 for shares available for grant pursuant to the 2010 Equity Incentive Plan (pursuant to Rule 457(c) under the Act).
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REGISTRATION OF ADDITIONAL SECURITIES
This registration statement is filed for the purpose of registering additional securities of the same class as those registered under a currently effective registration statement on Form S-8, originally filed with the Securities and Exchange Commission on July 9, 2010 (File No. 333-168045) (the "Original Registration Statement"). The contents of the Original Registration Statement are incorporated herein by reference. The 750,000 shares of Common Stock registered hereon are to be issued under the Company's 2010 Equity Incentive Plan.
EXHIBITS
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5.1
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Opinion of Cooley LLP
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10.1*
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2010 Equity Incentive Plan, as amended, and form of Stock Option Agreement.
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23.1
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Consent of Deloitte & Touche LLP
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23.2
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Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement
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24.1
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Power of Attorney is contained on the signature pages
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*
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Incorporated by reference to the like-numbered exhibit filed with the Company’s current report on Form 8-K filed on May 27, 2011.
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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 the city of Emeryville, state of California, on this 9th day of September, 2011.
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Peet’s Coffee & Tea, Inc.
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By:
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/s/ PATRICK J. O’DEA
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Patrick J. O'Dea
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Patrick J. O'Dea and Thomas P. Cawley, each acting alone, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ PATRICK J. O’DEA
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President, Chief Executive Officer and Director (Principal Executive Officer)
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September 9, 2011
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Patrick J. O’Dea
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/s/THOMAS P. CAWLEY
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Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
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September 9, 2011
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Thomas P. Cawley
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/s/JEAN-MICHEL VALETTE
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Chairman
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September 9, 2011
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Jean-Michel Valette
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/s/GERALD BALDWIN
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Director
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September 9, 2011
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Gerald Baldwin
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/s/HILARY BILLINGS
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Director
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September 9, 2011
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Hilary Billings
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/s/DAVID DENO
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Director
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September 9, 2011
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David Deno
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/s/TED W. HALL
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Director
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September 9, 2011
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Ted W. Hall
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/s/MICHAEL LINTON
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Director
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September 9, 2011
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Michael Linton
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/s/ELIZABETH SARTAIN
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Director
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September 9, 2011
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Elizabeth Sartain
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EXHIBITS
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5.1
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Opinion of Cooley LLP
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10.1*
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2010 Equity Incentive Plan, as amended, and form of Stock Option Agreement.
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23.1
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Consent of Deloitte & Touche LLP
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23.2
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Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement
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24.1
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Power of Attorney is contained on the signature pages
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*
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Incorporated by reference to the like-numbered exhibit filed with the Company’s current report on Form 8-K filed on May 27, 2011.
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