As filed with the Securities and Exchange Commission on March 6, 2014
Registration No. 333 -175896
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GREEN MOUNTAIN COFFEE ROASTERS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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03-0339228 |
33 Coffee Lane, Waterbury, Vermont 05676
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Green Mountain Coffee Roasters, Inc. 2006 Incentive Plan
(Full title of the plan)
Michael J. Degnan, Esq.
Chief Legal Officer and Corporate General Counsel
Green Mountain Coffee Roasters, 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:
Christopher M. Bartoli, Esq.
Baker & McKenzie LLP
300 East Randolph Street, Suite 5000
Chicago, Illinois 60601
Telephone: (312) 861-8676
Facsimile: (312) 698-2055
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller Reporting Company o |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) relates to the Registration Statement on Form S-8 (Registration No. 333-175896) filed by Green Mountain Coffee Roasters, Inc. (the Registrant) with the Securities and Exchange Commission (the Commission) on July 29, 2011 (the Registration Statement) to register, in part, 5,760,657 shares of the Registrants Common Stock for issuance pursuant to options available for grant (but not yet granted) under the Registrants Amended and Restated Green Mountain Coffee Roasters, Inc. 2006 Incentive Plan (the 2006 Incentive Plan). On March 6, 2014, the Registrants stockholders approved each of the Registrants 2014 Omnibus Incentive Plan (the 2014 Omnibus Plan) and the Registrants 2014 Amended and Restated Employee Stock Purchase Plan (the 2014 ESPP). No additional awards will be made under the 2006 Incentive Plan and the shares that were available for new grants under the 2006 Incentive Plan immediately before March 6, 2014 are now issuable under the 2014 Omnibus Plan. Pursuant to Instruction E to the General Instructions to Form S-8 and Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Commissions Division of Corporation Finance (July 1997), (i) 4,176,630 of the unissued shares of the Registrants Common Stock previously registered pursuant to this Registration Statement with respect to the 2006 Incentive Plan (the Carryover Shares) are being carried forward and deemed covered by the Registration Statement on Form S-8 relating to the 2014 Omnibus Plan and the 2014 ESPP that is being filed on the date hereof (the 2014 Registration Statement) and (ii) the registration fees paid for the Carryover Shares from this Registration Statement are carried over to the 2014 Registration Statement. The Registrant hereby de-registers the Carryover Shares as of the date of this post-effective amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the attached Exhibit Index at page 4, which is incorporated herein by reference.
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 South Burlington, State of Vermont, on March 6, 2014.
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GREEN MOUNTAIN COFFEE ROASTERS, INC. | |
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By: |
/s/ Frances G. Rathke |
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Frances G. Rathke |
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Chief Financial Officer and Treasurer |
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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Title |
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Date |
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/s/ Brian P. Kelley |
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President and Chief Executive Officer and Director (Principal Executive Officer) |
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March 6, 2014 |
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BRIAN P. KELLEY |
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/s/ Frances G. Rathke |
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Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
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March 6, 2014 |
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FRANCES G. RATHKE |
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/s/ Norman H. Wesley |
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Chairman of the Board of Directors |
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March 6, 2014 |
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NORMAN H. WESLEY |
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/s/ Barbra D. Carlini |
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Director |
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March 6, 2014 |
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BARBARA D. CARLINI |
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/s/ Jules A. Del Vecchio |
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Director |
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March 6, 2014 |
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JULES A. DEL VECCHIO |
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/s/ John D. Hayes |
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Director |
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March 6, 2014 |
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JOHN D. HAYES |
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/s/ A.D. David Mackay |
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Director |
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March 6, 2014 |
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A.D. DAVID MACKAY |
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/s/ Michael J. Mardy |
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Director |
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March 6, 2014 |
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MICHAEL J. MARDY |
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/s/ Hinda Miller |
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Director |
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March 6, 2014 |
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HINDA MILLER |
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/s/ David E. Moran |
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Director |
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March 6, 2014 |
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DAVID E. MORAN |
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/s/ Susan S. Kilsby |
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Director |
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March 6, 2014 |
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SUSAN S. KILSBY |
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/s/ Robert A. Steele |
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Director |
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March 6, 2014 |
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ROBERT A. STEELE |
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