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.