As filed with the Securities and Exchange Commission on February 6, 2002
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------
COLDWATER CREEK INC.
(Exact name of registrant as specified in its charter)
Delaware 82-0419266
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
One Coldwater Creek Drive
Sandpoint, Idaho 83864
(Address of principal executive offices) (Zip Code)
1996 Stock Option/Issuance Plan
(Full title of the Plan(s))
-----------------------
Georgia Shonk-Simmons
President and Chief Executive Officer
Coldwater Creek Inc.
One Coldwater Creek Drive
Sandpoint, Idaho 83864
(Name and address of agent for service)
(208) 263-2266
(Telephone Number, including area code, of agent for service)
==================================================================================================================================
Proposed Maximum
Amount to be Offering Price per Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Share(2) Aggregate Offering Price(2) Registration Fee
- ------------------------------------ ------------- ------------------ --------------------------- ----------------
1996 Stock Option/Issuance Plan
Common Stock, $.01 par value 400,000 shares $15.975 $6,390,000 $587.88
==================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the 1996 Stock Option/Issuance
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the
outstanding shares of Registrant's common stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling price per share of the Registrant's common stock on
February 4, 2002, as reported by the Nasdaq National Market.
Pursuant to General Instruction E to Form S-8, this Registration Statement
on Form S-8 registers the offer and sale of an additional 400,000 shares of
common stock of the Registrant for issuance under the 1996 Stock Option/Issuance
Plan. The contents of the prior Registration Statements relating to the Plan,
Filing Nos. 333-60099 and 333-31699 are incorporated herein by reference.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Coldwater Creek Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 3, 2001, filed with the Commission on June 1, 2001;
(b) The Registrant's Quarterly Reports on Form 10-Q filed with the
Commission on July 17, 2001; October 16, 2001; and January 15, 2002.
(c) The Registrant's Registration Statement No. 000-21915 on Form 8-A
filed with the Commission on December 30, 1996, pursuant to Section
12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), in
which there is described the terms, rights and provisions applicable
to the Registrant's outstanding common stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
Exhibit Number Exhibit
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No. 000-21915
on Form 8-A, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(c) to
this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1 1996 Stock Option/Stock Issuance Plan, as amended.
II-1
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 Sandpoint, State of Idaho on this 6th day of
February 2002.
COLDWATER CREEK INC.
By: /s/ Georgia Shonk-Simmons
-------------------------------------
Georgia Shonk-Simmons
President and Chief Executive Officer
II-2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Coldwater Creek Inc., a
Delaware corporation, do hereby constitute and appoint Georgia Shonk-Simmons,
President and Chief Executive Officer the lawful attorney-in-fact and agent with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorney and agent determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that the said attorney and agent shall
do or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Georgia Shonk-Simmons President, Chief Executive Officer and February 6, 2002
- ------------------------- Director
Georgia Shonk Simmons
/s/ Dennis C. Pence Chairman of the Board of Directors, Secretary February 6, 2002
- ------------------------- and Principal Financial Officer
Dennis C. Pence
/s/ Ann Pence Executive Creative Director and Vice-Chairman February 6, 2002
- ------------------------- of the Board of Directors
Ann Pence
/s/ James R. Alexander Director February 6, 2002
- -------------------------
James R. Alexander
II-3
Signature Title Date
--------- ----- ----
/s/ Michelle Collins Director February 6, 2002
- -------------------------
Michelle Collins
/s/ Curt Hecker Director February 6, 2002
- -------------------------
Curt Hecker
/s/ Duncan Highsmith Director February 6, 2002
- -------------------------
Duncan Highsmith
/s/ Robert H. McCall Director February 6, 2002
- -------------------------
Robert H. McCall
II-4
EXHIBIT INDEX
Exhibit Number Exhibit
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No. 000-21915
on Form 8-A, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(c) to
this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1 1996 Stock Option/Stock Issuance Plan, as amended.