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
(State or other jurisdiction
of incorporation or organization)
|
|
03-0339228
(I.R.S. Employer
Identification No.)
|
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
|
|
Accelerated filer
o
|
|
|
|
|
|
Non-accelerated filer
o
|
|
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 Registrant’s Common Stock for issuance pursuant to options available for grant (but not yet granted) under the Registrant’s Amended and Restated Green Mountain Coffee Roasters, Inc. 2006 Incentive Plan (the “2006 Incentive Plan”). On March 6, 2014, the Registrant’s stockholders approved each of the Registrant’s 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) and the Registrant’s 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 Commission’s Division of Corporation Finance (July 1997), (i) 4,176,630 of the unissued shares of the Registrant’s 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.
2