8-K 1 v53401e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 24, 2009
COINSTAR, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   000-22555   94-3156448
         
(State or other jurisdiction of
incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)
1800 — 114th Avenue SE
Bellevue, WA 98004
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (425) 943-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01 Other Events.
In connection with the filing of a registration statement on Form S-3 with the Securities and Exchange Commission (the “Commission”), Coinstar, Inc. (“Coinstar” or the “Company”) is filing this Current Report on Form 8-K with the Commission to update the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Commission on February 26, 2009, as amended by the Company’s Annual Report on Form 10-K/A filed with the Commission on March 27, 2009 (collectively, the “2008 Form 10-K”), to reflect, for all periods presented, the retrospective adoption, effective January 1, 2009, of Financial Accounting Standards Board Statement No. 160, Non-controlling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51 (“FAS 160”).
FAS 160 establishes accounting and reporting standards for the non-controlling interest in a subsidiary, previously referred to as minority interest. Among other matters, FAS 160 requires that non-controlling interests be reported within the equity section of the balance sheet and that the amounts of consolidated net income or loss and consolidated comprehensive income or loss attributable to the parent company and the non-controlling interests be clearly presented separately in the consolidated financial statements. Also, pursuant to FAS 160, where appropriate, losses will be allocated to non-controlling interests even when that allocation may result in a deficit equity balance. While the accounting provisions of FAS 160 are being applied prospectively beginning January 1, 2009, the presentation and disclosure requirements have been applied retrospectively. Upon adoption of FAS 160, the Company reclassified minority interests in its consolidated balance sheet from other noncurrent liabilities to non-controlling interest in the equity section. Additionally, the Company changed the way non-controlling interests are presented within the consolidated statement of operations such that the statement of operations reflects results attributable to both the Company’s interests and non-controlling interests. The results attributable to the Company’s interests did not change upon the adoption of FAS 160.
On May 11, 2009 and August 6, 2009, the Company filed Quarterly Reports on Form 10-Q for the periods ended March 31, 2009 and June 30, 2009, respectively (collectively, the “2009 Form 10-Qs”), which reflected the adoption of FAS 160 as further described in the Notes to Consolidated Financial Statements included in those filings.
The following section of the 2008 Form 10-K is being updated in this current Report on Form 8-K to reflect the retrospective adoption of FAS 160 (such updated section is filed as Exhibit 99.1 hereto).
     Part IV — Item 15. Exhibits, Financial Statement Schedules.
The Company has included the entire text of the affected section. No sections of the 2008 Form 10-K other than those identified above are being revised by this filing. Information in the 2008 Form 10-K is generally stated as of December 31, 2008 and this filing does not reflect any subsequent information or events other than the adoption of the accounting pronouncements. Without limitation of the foregoing, this filing does not purport to update the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the 2008 Form 10-K for any information, uncertainties, transactions, risks, events or trends occurring, or known to management. More current information is included in the Company’s other filings with the Commission. This Current Report on Form 8-K should be read in conjunction with the 2008 Form 10-K, the 2009 Form 10-Qs and the Company’s other filings. Other filings contain important information regarding events, developments and updates to certain events and expectations of the Company that have occurred since the filing of the 2008 Form 10-K and the 2009 Form 10-Qs.

 


 

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit    
Number   Description
 
   
23.1
  Consent of KPMG LLP, independent registered public accounting firm.
 
   
99.1
  Consolidated 2008 Coinstar financial statements dated August 24, 2009.

 


 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
Date: August 24, 2009   COINSTAR, INC.
 
 
  By:   /s/ JOHN C. HARVEY    
    Name:   John C. Harvey   
    Title:   Chief Financial Officer