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As filed with the Securities and Exchange Commission on October 21, 2005 |
Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)
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Washington |
33-0572969 |
999 Lake Drive
Issaquah, Washington 98027
(425) 313-8100
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Amended and Restated 2002 Stock Incentive Plan of Costco Wholesale Corporation
(Full title of the plan)
Richard J. Olin
Vice President and General Counsel
Costco Wholesale Corporation
999 Lake Drive
Issaquah, Washington 98027
(425) 313-8100
(Names and addresses, including zip codes, and telephone numbers, including area codes, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
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Title of shares to be |
Amount to be |
Proposed maximum offering price per share |
Proposed maximum |
Amount of |
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Common Stock, $.005 par value |
10,000,000 |
$46.31 |
$463,100,000 |
$54,506.87
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(1) Calculated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Act”) based on the price of the outstanding shares of common stock as of October 18, 2005 as determined in accordance with Rule 457(c) under the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Costco Wholesale Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:
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(a) |
Annual Report on Form 10-K for the year ended August 29, 2004; |
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(b) |
Quarterly Report on Form 10-Q for the quarters ended November 21, 2004; February 13, 2005; and May 8, 2005; |
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(c) |
Current Reports on Form 8-K filed October 14, 2004; February 1, 2005; and April 22, 2005; and |
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(d) |
The description of the Registrant’s Common Stock contained in its Registration Statement on Form 8-A, and any amendments or reports filed for the purpose of updating these descriptions. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended, 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 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.
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None |
Item 6. Indemnification of Directors and Officers.
Section 23B.08.320 of the Washington Business Corporations Act (the “WBCA”) permits a corporation to limit its directors’ liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except for (a) acts or omissions involving intentional misconduct or a knowing violation of law, (b) certain unlawful distributions or loans in violation of Section 23B.08.310 of the Revised Code of Washington, or (c) transactions whereby the director received an improper personal benefit. Article VI of the Registrant’s Amended and Restated Articles of Incorporation (dated November 7, 1995) contains provisions limiting the liability of Registrant’s directors to the Registrant or its shareholders to the fullest extent permitted by Washington law.
Sections 23B.08.500 through 23B.08.600 of the WBCA authorize a corporation to indemnify its directors, officers, employees and agents against certain liabilities they may incur in such capacities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), provided they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. Article IX of the Registrant’s Amended and Restated Bylaws requires the Registrant to indemnify its directors, officers, employees and other agents to the fullest extent permitted by Washington law.
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II-1 |
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Article 10 of the Registrant’s Amended and Restated Bylaws requires the Registrant to indemnify its directors as set forth in Article VII of the Amended and Restated Articles of Incorporation. Article 10 of the Bylaws further provides that the corporation may, by action of the Board of Directors, grant rights to indemnification and advancement of expenses to officers, employees and agents of the corporation with the same scope and effect as the provisions of Article VII of the Articles of Incorporation with respect to the indemnification and advancement of expenses of directors of the corporation or pursuant to rights provided by WBCA or otherwise.
The Registrant has entered into certain indemnification agreements with its directors and certain of its officers, the form of which is included as Annex A to Schedule 14A filed December 13, 1999, and is incorporated by reference into this registration statement. The indemnification agreements provide the Registrant’s directors and certain of its officers with indemnification to the maximum extent permitted by the WBCA. The directors and officers of the Registrant also may be indemnified against liability they may incur for serving in that capacity pursuant to a liability insurance policy maintained by the Registrant for this purpose.
The above discussion of the WBCA and the Registrant’s Amended and Restated Bylaws and Amended and Restated Articles of Incorporation is not intended to be exhaustive and is qualified in its entirety by reference to such statute, the Amended and Restated Bylaws and the Third Amended and Restated Articles of Incorporation, respectively.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
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Exhibit Number |
Exhibit |
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4.1 |
Amended and Restated 2002 Stock Incentive Plan. |
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5.1 |
Opinion of Heller Ehrman LLP. |
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23.1 |
Consent of Heller Ehrman LLP (Included in its opinion filed as Exhibit 5.1). |
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23.2 |
Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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23.3 |
Letter of KPMG LLP, Independent Registered Public Accounting Firm re unaudited financial information |
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24 |
Power of Attorney (Included on the signature page of this Registration Statement). |
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Item 9. Undertakings.
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(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;
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II-2 |
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(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 Securities Exchange Act of 1934 that are incorporated by reference in this 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 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 Securities Act of 1933 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 of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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II-3 |
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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 Issaquah, State of Washington, on this 19th day of October, 2005.
Costco Wholesale Corporation
By:/s/ Richard A. Galanti
Richard A. Galanti
Executive Vice President, Chief Financial Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Richard A. Galanti or Richard J. Olin, or any of them, as attorneys-in-fact with full power of substitution, to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on October 19, 2005.
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_____________________________________ Jeffrey H. Brotman Chairman of the Board of Directors |
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/s/ James D. Sinegal_________________ James D. Sinegal President, Chief Executive Officer and Director
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/s/ Richard A. Galanti________________ Richard A. Galanti Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) |
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/s/ Richard D. DiCerchio______________ Richard D. DiCerchio Senior Executive Vice President, Chief Operating Officer and Director |
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II-4 |
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/s/ Dr. Benjamin S. Carson, Sr.__________ Dr. Benjamin S. Carson, Sr., M.D. Director |
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/s/ Hamilton E. James_________________ Hamilton E. James Director |
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/s/ Richard M. Libenson_______________ Richard M. Libenson Director |
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/s/ John W. Meisenbach_______________ John W. Meisenbach Director |
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/s/ Charles T. Munger________________ Charles T. Munger Director |
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/s/Jill S. Ruckelshaus_________________ Jill S. Ruckelshaus Director |
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_________________________________ Daniel J. Evans Director |
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/s/ William H. Gates________________ William H. Gates Director |
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II-5 |
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/s/ Susan L. Decker_______________ Susan L. Decker Director |
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/s/ David S. Petterson______________ David S. Petterson Senior Vice President and Corporate Controller (Principal Accounting Officer) |
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II-6 |
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Exhibit Index
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Exhibit Number |
Exhibit |
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4.1 |
Amended and Restated 2002 Stock Incentive Plan. |
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5.1 |
Opinion of Heller Ehrman LLP. |
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23.1 |
Consent of Heller Ehrman LLP (Included in its opinion filed as Exhibit 5.1). |
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23.2 |
Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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23.3 |
Letter of KPMG LLP, Independent Registered Public Accounting Firm re unaudited financial information |
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24 |
Power of Attorney (Included on the signature page of this Registration Statement). |
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II-7 |
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