S-8

As filed with the Securities and Exchange Commission on October 31, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COINSTAR, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State of other jurisdiction of incorporation or organization) 94-3156448 (I.R.S. Employer Identification No.)

1800 114^th Avenue S.E.

Bellevue, Washington 98004

(Address of principal executive offices, including zip code)

Form of Coinstar, Inc. Stock Option Agreement for Grants to Non-Employee Directors

(Full title of the plan)

David W. Cole

Chief Executive Officer

Coinstar, Inc.

1800 114^th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

(Name, address and telephone number, including area code, of agent for service)

Copy to:

Eric A. DeJong

Perkins Coie LLP

1201 Third Avenue, 48^th Floor

Seattle, Washington 98101-3099

(206) 583-8433

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Number to Be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $0.001 par value, under the Stock Option Agreements for Grants to Non-Employee Directors	20,000	$27.60	$552,000.00	$51.00

(1) Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the stock option agreements as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding Common Stock.

(2) Computed pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The proposed maximum offering price of $27.60 per share represents the per share exercise price of the shares subject to the stock options, which exercise price is equal to the closing sales price of the Registrant’s Common Stock on September 6, 2002, as reported for such date by the Nasdaq National Market.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

(a)  the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001, filed on March 28, 2002, which contains audited financial statements for the most recent fiscal year for which such statements have been filed;

(b)  the Registrant’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2002 and June 30, 2002, filed on May 13, 2002 and August 13, 2002, respectively, which contain unaudited interim financial statements;

(c)  the Registrant’s Current Report on Form 8-K filed on March 8, 2002; and

(d)  the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on May 9, 1997, under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment that indicates that the securities offered hereby have been sold or that deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

Item 4.    DESCRIPTION OF SECURITIES

Not applicable.

Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

As permitted by the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law, (3) under Section 174 of the

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Delaware General Corporation Law (regarding unlawful dividends and stock purchases) or (4) for any transaction from which the director derived an improper personal benefit.

As permitted by the Delaware General Corporation Law, the Registrant’s amended and restated bylaws provide that (1) the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions, (2) the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions and (3) the rights conferred in the amended and restated bylaws are not exclusive.

The Registrant has entered into indemnification agreements with certain of its directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in its amended and restated certificate of incorporation and its amended and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

The indemnification provision in the Registrant’s amended and restated certificate of incorporation, the amended and restated bylaws and the indemnity agreements entered into between the Registrant and certain of its directors and officers may be sufficiently broad to permit indemnification of the Registrant’s directors and officers for liabilities arising under the Securities Act. The Registrant has also obtained directors’ and officers’ liability insurance.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8.    EXHIBITS

Exhibit No.	Description
5.1	Opinion of Perkins Coie LLP regarding legality of the common stock being registered
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1	Power of Attorney (see signature page)
99.1	Form of Coinstar, Inc. Stock Option Agreement for Grants to Non-Employee Directors

Item 9.    UNDERTAKINGS

A.    The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

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(ii)  To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Bellevue, State of Washington, on the 25th day of October, 2002.

COINSTAR, INC.
By:	/s/    DAVID W. COLE
	David W. Cole Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes David W. Cole and Diane L. Renihan, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all post-effective amendments to this Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the 30th day of October, 2002.

Signature	Title
/s/    DAVID W. COLE         David W. Cole	Chief Executive Officer and Director (Principal Executive Officer)
/s/    DIANE L. RENIHAN         Diane L. Renihan	Chief Financial Officer (Principal Financial Officer)
/s/    RICHARD C. DECK         Richard C. Deck	Chief Accounting Officer (Principal Accounting Officer)
/s/    DEBORAH L. BEVIER         Deborah L. Bevier	Director
/s/    FRANCES M. CONLEY         Frances M. Conley	Director
/s/    DAVID M. ESKENAZY         David M. Eskenazy	Director
/s/    KEITH D. GRINSTEIN         Keith D. Grinstein	Director
/s/    ROBERT D. SZNEWAJS         Robert D. Sznewajs	Director
/s/    RONALD B. WOODARD         Ronald B. Woodard	Director

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INDEX TO EXHIBITS

Exhibit Number	Description
5.1	Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
24.1	Power of Attorney (see signature page)
99.1	Form of Coinstar, Inc. Stock Option Agreement for Grants to Non-Employee Directors

EX-5.1

EXHIBIT 5.1

PERKINS COIE LLP

1201 THIRD AVENUE, SUITE 4800

SEATTLE, WA 98101-3099

PHONE: 206-583-8888

FAX: 206-583-8500

WWW.PERKINSCOIE.COM

October 30, 2002

Coinstar, Inc.

1800 114^th Avenue S.E.

Bellevue, Washington 98004

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which you are filing with the Securities and Exchange Commission with respect to up to 20,000 shares of common stock, $0.001 par value, which may be issued to non-employee directors under the terms and conditions of stock option agreements evidencing the option grants (the “Agreements”).

We have examined the Registration Statement and such documents and records of Coinstar, Inc. as we have deemed relevant and necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures.

Based upon and subject to the foregoing, we are of the opinion that any original issuance shares that may be issued pursuant to the Agreements have been duly authorized and that, upon the due execution by Coinstar, Inc. of any certificates representing the shares, the registration by its registrar of such shares and the sale thereof by Coinstar, Inc. in accordance with the terms of the Agreements, and the receipt of consideration therefor in accordance with the terms of the Agreements, such shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/S/    PERKINS COIE LLP

EX-23.1

EXHIBIT 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement of Coinstar, Inc. on Form S-8 of our report dated February 15, 2002 (March 15, 2002 as to Notes 4 and 9), appearing in the Annual Report on Form 10-K of Coinstar, Inc. for the year ended December 31, 2001.

/s/    DELOITTE & TOUCHE LLP

Seattle, Washington

October 25, 2002

EX-99.1

EXHIBIT 99.1

FORM OF COINSTAR, INC. STOCK OPTION AGREEMENT

GRANT TO NON-EMPLOYEE DIRECTOR

THIS AGREEMENT is made between Coinstar, Inc. (“Coinstar”) and                          (“Non-Employee Director”).

GRANT:  Coinstar hereby grants you an Option to purchase                  shares (the “Shares”) of Coinstar common stock at the exercise price of $             per share (“Option”). The Option is granted outside Coinstar’s 1997 Amended and Restated Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”) and any other stock option or similar plan of Coinstar but, except as expressly provided otherwise herein, is subject to the terms and conditions of the Non-Employee Directors’ Plan. Capitalized terms that are not defined in this Agreement have the same meanings as in the Non-Employee Directors’ Plan.

GRANT DATE:  The effective date of grant of this Option is September 6, 2002 (the “Grant Date”).

NONQUALIFIED STOCK OPTION:  This Option is granted as a nonqualified stock option, which is not intended to qualify as an “incentive stock option” as that term is used under Section 422 of the Internal Revenue Code of 1986, as amended.

TERM:  The term of the Option is ten years from the Grant Date, unless sooner terminated as provided below.

EXERCISE AND TRANSFERABLITY:  The Option is not transferable except by will, by the laws of descent and distribution or pursuant to a domestic relations order and is only exercisable by you (or your guardian or legal representative, if applicable) during your lifetime or by a transferee pursuant to a domestic relations order.

TERMINATION OF OPTION:  The unvested portion of the Option will terminate automatically upon termination of your services as a Non-Employee Director or as an employee or consultant to the Company or an Affiliate. The vested portion of the Option will remain exercisable until the earlier of:

(a)  the tenth anniversary of the Grant Date; and

(b)  one year after termination of services.

It is your responsibility to be aware of the date on which the Option terminates and is no longer exercisable.

VESTING AND EXERCISABILITY:

The Option will vest and become exercisable according to the following schedule:

Period of Continuous Service From August 8, 2002 (“Vesting Commencement Date”)	Portion of Total Option Which Is Vested and Exercisable
One month from the Vesting Commencement Date	8.33%
Each month completed thereafter	An additional 8.33%
One year from the Vesting Commencement Date	100%

TERMS OF PAYMENT:  The Option price shall be payable in full at the time of exercise (a) in cash, (b) by personal check, (c) provided that the Company’s common stock is publicly traded, in Coinstar Common Stock (“Stock”) (which has been held for at least six months), (d) if permitted by law and by the Company at the time of exercise, through a broker-assisted cashless exercise procedure or (e) by any combination of the foregoing. Stock delivered as full or partial payment upon exercise shall be valued at the fair market value of the Stock on the date of exercise, where the term “fair market value” is defined as the closing price of Stock reported by the Nasdaq National Market on the date preceding the date of exercise.

DIVIDEND, STOCK SPLIT, COMBINATION OR RECLASSIFICATION:  If, from time to time, during the term of this Agreement, there is a stock dividend, stock split, combination of shares, or reclassification of Coinstar’s outstanding stock, then any and all new, substituted or additional shares to which you are entitled by reason of this Agreement shall be included in the word “Shares” for all purposes of this Agreement with the same force and effect as the Shares presently subject to this Agreement and there shall be a corresponding adjustment to the price for each Share.

CORPORATE TRANSACTION:  In the event of certain corporate transactions described in Section 10(b) of the Non-Employee Directors’ Plan, the Option will become fully vested and exercisable and will terminate to the extent not exercised prior to such event.

Please execute the acceptance and acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. By your signature below, you also acknowledge receipt of the Non-Employee Directors’ Plan and the Plan Summary for such plan.

COINSTAR, INC.

By:

Its:

ACCEPTED AND ACKNOWLEDGED:

NON-EMPLOYEE DIRECTOR

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