-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QzBeunYLhyOo8PsxYnuUyttnSNyrZKbhKUG1ud3imNgLKqvkGjST0GVTxwtlGIDg c8Lf0sHgo2D1KXvGuXII3g== 0000899078-02-000384.txt : 20020624 0000899078-02-000384.hdr.sgml : 20020624 20020624150841 ACCESSION NUMBER: 0000899078-02-000384 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020624 EFFECTIVENESS DATE: 20020624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHOLE FOODS MARKET INC CENTRAL INDEX KEY: 0000865436 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 741989366 STATE OF INCORPORATION: TX FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-73876 FILM NUMBER: 02685346 BUSINESS ADDRESS: STREET 1: 601 N LAMAR BLVD STREET 2: STE 300 CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: 5124774455 MAIL ADDRESS: STREET 1: 601 N LAMAR BLVD STREET 2: STE 300 CITY: AUSTIN STATE: TX ZIP: 78703 S-8 POS 1 forms8amend62402.txt FORM S-8 AMENDMENT FILED 6-24-02 As filed with the Securities and Exchange Commission on June 24, 2002 Registration No. 333-73876 ================================================================================ 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 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 74-1989366 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 601 N. Lamar Blvd., Suite 300 Austin, Texas 78703 (Address of principal executive offices) (Zip Code) Whole Foods Market Growing Your Future 401(k) Plan (Full title of the plan) Glenda J. Flanagan Copy to: Vice President and Chief Financial Officer W. Alan Kailer, Esq. Whole Foods Market, Inc. Jenkens & Gilchrist, 601 N. Lamar Blvd., Suite 300 A Professional Corporation Austin, Texas 78703 1445 Ross Avenue, Suite 3200 (512) 477-5566 Dallas, Texas 75202 (Name, address and telephone number including area code of agent for service) ================================================================================ PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 8. Exhibits. (a) Exhibits. The following documents are filed as a part of this Registration Statement. Exhibit Description of Exhibit ------- ---------------------- 4.1** Strong Funds Defined Contribution Plan and Trust Basic Plan Document #04. 4.2** Strong Funds Non-Standardized Profit Sharing Plan and Trust with 401(k) Feature Adoption Agreement #001. 5.1* Opinion of Jenkens & Gilchrist, a Professional Corporation. 23.1* Consent of Jenkens & Gilchrist, a Professional Corporation (included in their opinion filed as Exhibit 5.1 hereto). 23.2* Consent of KPMG LLP. 23.3* Consent of Ernst & Young LLP. 24** Power of Attorney (included with signature page to Registration Statement No. 333-73876). - ----------------------- * Filed herewith. ** Previously filed as an exhibit to Registration Statement No. 333-73876. II-1 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Post-Effective Amendment No. 1 to Registration Statement No. 333-73876 and has duly caused the same to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on June 20, 2002: WHOLE FOODS MARKET, INC. By: /s/ John P. Mackey ------------------------------------------------- John P. Mackey Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Registration Statement No. 333-68143 has been signed by the following persons in the capacities and on the dates indicated:
Signature Capacity Date - --------- -------- ---- /s/ John P. Mackey Chairman of the Board and June 20, 2002 - --------------------- Chief Executive Officer John P. Mackey (Principal Executive Officer) /s/ Glenda Flanagan Chief Financial Officer June 20, 2002 - --------------------- (Principal Financial Officer) Glenda Flanagan * Director June __, 2002 - --------------------- David W. Dupree * Director June __, 2002 - --------------------- Dr. John B. Elstrott * Director June __, 2002 - --------------------- Avram J. Goldberg * Director June __, 2002 - --------------------- Dr. Ralph Z. Sorenson Director June __, 2002 - --------------------- Linda A. Mason */s/ Glenda Flanagan, as agent and attorney-in-fact. - --------------------
The Plan. Pursuant to the requirements of the Securities Act of 1933, the plan administrator has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on June 20, 2002: WHOLE FOODS MARKET GROWING YOUR FUTURE 401(K) PLAN By: WHOLE FOODS MARKET, INC., Plan Administrator By: /s/ Glenda Flanagan Name: Glenda Flanagan Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Document Description - --------------------- --------------------------------------------------------- 4.1** Strong Funds Defined Contribution Plan and Trust Basic Plan Document #04. 4.2** Strong Funds Non-Standardized Profit Sharing Plan and Trust with 401(k) Feature Adoption Agreement #001. 5.1* Opinion of Jenkens & Gilchrist, a Professional Corporation. 23.1* Consent of Jenkens & Gilchrist, a Professional Corporation (included in their opinion filed as Exhibit 5.1 hereto). 23.2* Consent of KPMG LLP. 23.3* Consent of Ernst & Young LLP. 24** Power of Attorney (included with signature page to Registration Statement No. 333-73876). - ----------------------- * Filed herewith. ** Previously filed as an exhibit to Registration Statement No. 333-73876. EX-5.1 3 ex5-1tos8a.txt Exhibit 5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation Whole Foods Market, Inc. 601 N. Lamar Blvd., Suite 300 Austin, Texas 78703 Re: Whole Foods Market, Inc. - Post-Effective Amendment No. 1 to Form S-8 Registration Statement Gentlemen: We are counsel to Whole Foods Market, Inc., a Texas corporation (the "Company"), and have acted as such in connection with the preparation of the Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the "Registration Statement") to be filed with the Securities and Exchange Commission on or about June 21, 2002, under the Securities Act of 1933, as amended (the "Securities Act"), relating to 40,000 shares (the "Shares") of the no par value common stock (the "Common Stock") of the Company that have been or may be issued by the Company pursuant to the Whole Foods Market Growing Your Future 401(k) Plan (the "Plan"). You have requested an opinion with respect to certain legal aspects of the proposed offering. In connection therewith, we have examined and relied upon the original, or copies identified to our satisfaction, of (1) Restated Articles of Incorporation of the Company, as amended (the "Articles of Incorporation"), and the Bylaws of the Company (the "Bylaws"), (2) minutes and records of the corporate proceedings of the Company with respect to the establishment of the Plan, the reservation of 40,000 Shares to be issued pursuant to the Plan and to which the Registration Statement relates, the issuance of the shares of Common Stock pursuant to the Plan and related matters, (3) the Registration Statement and exhibits thereto, including the Plan, and (4) such other documents and instruments as we have deemed necessary for the expression of opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, and as to the content and form of the Articles of Incorporation, the Bylaws, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. Based upon our examination, consideration of, and reliance on the documents and other matters described above, and assuming that: (1) the Shares to be sold and issued in the future will be duly issued and sold in accordance with the terms of the Plan; (2) the Company maintains an adequate number of authorized but unissued shares and/or treasury shares available for issuance to those persons who purchase Shares pursuant to the Plan; and (3) the consideration for the Shares issued pursuant to the Plan is actually received by the Company as provided in the Plan and exceeds the par value of such shares; then, we are of the opinion that, the Shares issued or sold in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to us included in or made a part of the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder. Sincerely, Jenkens & Gilchrist, A Professional Corporation By: /s/ Jenkens & Gilchrist, ------------------------------------ A Professional Corporation Authorized Signatory EX-23.2 4 ex23-2tos8a.txt Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement (Form S-8) pertaining to the Whole Foods Market Growing Your Future 401(k) Plan of our report dated November 21, 2000, with respect to the consolidated balance sheets of Whole Foods Market, Inc. and subsidiaries as of September 24, 2000, and September 26, 1999, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for each of the fiscal years in the three fiscal-year period ended September 24, 2000, which report appears in the September 24, 2000 annual report on Form 10-K of Whole Foods Market, Inc. /s/ KPMG LLP ------------ KPMG LLP Austin, Texas June 24, 2002 EX-23.3 5 ex23-3tos8a.txt Exhibit 23.3 Consent of Independent Auditors We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement (Form S-8) pertaining to the Whole Foods Market Growing Your Future 401(k) Plan of our report dated November 14, 2001, with respect to the consolidated financial statements of Whole Foods Market, Inc. included in its Annual Report (Form 10-K) for the year ended September 30, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP --------------------- ERNST & YOUNG LLP Austin, Texas June 24, 2002 -----END PRIVACY-ENHANCED MESSAGE-----