8-K

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 26, 2008

COINSTAR, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-22555	94-3156448
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation)	No.)	Identification No.)

1800 – 114^th 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 communication 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On August 26, 2008, the Board of Directors (the “Board”) of Coinstar, Inc. (“Coinstar”) appointed Paul D. Davis as Coinstar’s next Chief Executive Officer effective April 1, 2009. The Board expects to appoint Mr. Davis as a member of the Board at that time. Mr. Davis will continue serving as Coinstar’s Chief Operating Officer until he takes over the Chief Executive Officer position from David W. Cole, Coinstar’s current Chief Executive Officer, who informed the Board on August 26, 2008 that he would retire from his management position and step down from the Board effective March 31, 2009, to focus his energies on family, recreation, travel and giving back to the community.

     Mr. Davis, age 51, has acted as Coinstar’s Chief Operating Officer since joining the Company in April 2008. From February 2007 to March 2008, Mr. Davis was an independent consultant working with various consumer packaged goods and retail companies. From October 2004 to January 2007, Mr. Davis served as global chief executive of Kettle Foods Inc. (a producer of chips and other snack foods). Prior to that, he served as president and chief executive officer of Barilla America, Inc. (the U.S.-based division of The Barilla Group, a food producer) from February 2002 to October 2004. From March 1999 to October 2001, Mr. Davis served in executive positions at Starbucks Corporation (a publicly-held, specialty coffee retailer), including president, North American Operations from November 1999 to October 2001 and president, Consumer Products Unit from March 1999 to November 1999. From 1983 to 1999, Mr. Davis served in positions of increasing responsibility at Frito-Lay, a division of PepsiCo, Inc. (a food and beverage company), most recently as president of Hostess Frito-Lay Company, Canada.

     For the time being, Mr. Davis will continue his employment under the terms of his current compensatory arrangements with Coinstar. Mr. Davis and Coinstar’s Board, including its Compensation Committee, will finalize new arrangements regarding Mr. Davis’s employment as Chief Executive Officer prior to the effectiveness of his appointment to that position. Please see Coinstar’s current report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2008 and incorporated herein by reference for additional information relating to Mr. Davis’s current compensatory arrangements.

     The press release announcing matters relating to the information herein is attached hereto as Exhibit 99.1.

     Some statements in this current report on Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future actions and actual actions may vary materially from those expressed or implied in such statements. For information on certain factors that may affect future actions and results, please see our public filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated September 2, 2008

[REMAINDER OF PAGE LEFT BLANK]

3

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 hereunto duly authorized.

	COINSTAR, INC.
Date: September 2, 2008	By:	/s/ David W. Cole
		David W. Cole
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated September 2, 2008

EX-99.1

Exhibit 99.1

Coinstar, Inc.
Brian Turner, Chief Financial Officer
425-943-8000

Media
Marci Maule, Director Public Relations
425-943-8277

FOR IMMEDIATE RELEASE

COINSTAR ANNOUNCES LEADERSHIP SUCCESSION PLAN

Paul Davis to Succeed Dave Cole as Chief Executive Officer Effective April 1, 2009

BELLEVUE, Wash. – September 2, 2008 – Coinstar, Inc. (NASDAQ: CSTR) today announced that the Board of Directors has appointed Paul Davis, currently Coinstar’s chief operating officer, as the Company’s next chief executive officer effective April 1, 2009. Davis is also expected to be appointed to the Coinstar Board of Directors at that time. Davis will succeed Dave Cole who has informed the Board of his decision to retire on March 31, 2009.

“Dave Cole has guided Coinstar through a period of unprecedented change with integrity, vision and dedication,” said Keith D. Grinstein, chairman of the Coinstar Board of Directors. “Over the last seven years, Dave and his team have transformed Coinstar from a single business line into a diversified 4^th Wall^TM leader serving more than 50,000 retail locations in 140 countries around the world. We are grateful for Dave’s dedication and hard work, which have helped create the foundation necessary for Coinstar’s continued profitable growth. We wish him all the best in his well-deserved retirement.”

“I am proud of the significant progress that Coinstar has made and am equally confident in Coinstar’s future success under Paul Davis’ leadership,” said Cole. “Coinstar is fortunate to have a leader of his caliber to assume the role of CEO, and Paul and I will be working closely over the next seven months to ensure a smooth transition. Since Paul first joined Coinstar as chief operating officer, he has exceeded our high expectations. His record of achievement, combined with his management and operating experience at other leading consumer and retail companies, make him the ideal person to lead Coinstar into the future.”

“Coinstar is an outstanding company as evidenced by our dedicated employees, strong customer relationships, and unmatched 4th Wall products and services offering. I am honored to lead Coinstar, and look forward to continue working with the Board and management team to build on Dave Cole’s important work and strategic plans to drive incremental value for Coinstar’s stockholders,” said Davis.

Davis, 51, joined Coinstar in April 2008 as chief operating officer and is responsible for all lines of business, sales, manufacturing, supply chain, customer service and R&D. As an experienced international business leader, he brings nearly 30 years experience in consumer packaged goods and retail operations. Throughout his career, Davis has held various sales and executive management positions, including chief executive of Kettle Foods, president of North American Operations at Starbucks and president of PepsiCo’s Frito-Lay Company in Canada. Davis began his career at Procter and Gamble, where he held various sales management positions. He received his BS from University of Central Missouri.

Cole, 60, joined the Coinstar team in 2001 as chief executive officer and a member of the Coinstar Board of Directors. Prior to joining Coinstar, he spent 8 years as president of two leading private label manufacturing companies: The Torbitt & Castleman Company, a manufacturer of specialty food products, and Paragon Trade Brands, a leading manufacturer of private label disposable diapers.

About Coinstar, Inc.

Coinstar, Inc. (NASDAQ: CSTR) is a multi-national company offering a range of 4th Wall™ solutions for the retailers’ front of store consisting of self-service coin counting, money transfer, electronic payment solutions, entertainment services and self-service DVD rental. The Company’s products and services can be found at more than 50,000 retail locations including supermarkets, drug stores, mass merchants, financial institutions, convenience stores and restaurants.

Safe Harbor for Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “will,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “goals,” “prospects,” variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. The forward-looking statements in this press release include statements regarding Coinstar, Inc.’s anticipated performance and management changes. Forward-looking statements are not guarantees of future performance and actions, and they may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by Coinstar’s Board and management, as well as from risks and uncertainties beyond Coinstar’s control. Such risks and uncertainties include, but are not limited to, the termination, non-renewal or renegotiation on materially adverse terms of our contracts with our significant retailers and payment of increased service fees to retailers. For more information on factors that may affect future performance and actions, please review “Risk Factors” described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. These forward-looking statements reflect Coinstar’s expectations as of the date of this press release. Coinstar undertakes no obligation to update the information provided herein.