As filed with the Securities and Exchange Commission on November 16, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)
Washington 33-0572969
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
999 Lake Drive
Issaquah, Washington 98027
(425) 313-8100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
COSTCO WHOLESALE CORPORATION 401(K) RETIREMENT PLAN
(Full title of the plans)
Richard J. Olin
Vice President and General Counsel
Costco Wholesale Corporation
999 Lake Drive
Issaquah, Washington 98027
(425) 313-8100
(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
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Title of shares Amount Proposed maximum Proposed maximum Amount of
to be to be offering price aggregate offering registration
registered(1) registered(2) per share(3) price (1) fee
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Common Stock,
$.01 par value 12,000,000 $48.69 $584,280,000 $74,028.28
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(1) In addition, pursuant to Rule 416(c) under the 1933 Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
"1933 Act"), the amount of shares to be registered is the maximum
amount of shares issuable hereunder. The figures herein represent good
faith estimates of the aggregate number of shares of Common Stock of
the Registrant that may be purchased by participants pursuant to the
plan.
(3) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933. The price per
share is the closing price of Registrant's common stock on the Nasdaq
National Market on November 10, 2004.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Costco Wholesale Corporation. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the year ended August 29, 2004;
and
(b) The description of the Registrant's Common Stock contained in
its Registration Statement on Form 8-A, and any amendments or
reports filed for the purpose of updating these descriptions.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Section 23B.08.320 of the Washington Business Corporations Act (the
"WBCA") permits a corporation to limit its directors' liability to the
corporation or its shareholders for monetary damages for acts or omissions as a
director, except for (a) acts or omissions involving intentional misconduct or a
knowing violation of law, (b) certain unlawful distributions or loans in
violation of Section 23B.08.310 of the Revised Code of Washington, or (c)
transactions whereby the director received an improper personal benefit. Article
VI of the Registrant's Amended and Restated Articles of Incorporation contains
provisions limiting the liability of Registrant's directors to the Registrant or
its shareholders to the fullest extent permitted by Washington law. Sections
23B.08.500 through 23B.08.600 of the WBCA authorize a corporation to indemnify
its directors, officers, employees and agents against certain liabilities they
may incur in such capacities, including liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), provided they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation. Article VII of the Registrants Amended and
Restated Articles of Incorporation provides that the corporation shall indemnify
any individual made a party to a proceeding because that individual is or was a
director of the corporation and shall advance or reimburse the reasonable
expenses incurred by such individual in advance of final disposition of the
proceeding, without regard to the limitations in RCW 23B.08.510 through
23B.08.550 of the WBCA .
Article 10 of the Registrant's Amended and Restated Bylaws requires the
Registrant to indemnify its directors as set forth in Article VII of the Amended
and Restated Articles of Incorporation. Article 10 of the Bylaws further
provides that the corporation may, by action of the Board of Directors, grant
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rights to indemnification and advancement of expenses to officers, employees and
agents of the corporation with the same scope and effect as the provisions of
Article VII of the Articles of Incorporation with respect to the indemnification
and advancement of expenses of directors of the corporation or pursuant to
rights provided by WBCA or otherwise.
The Registrant has entered into certain indemnification agreements with
its directors and certain of its officers, the form of which is included as
Annex A to Schedule 14A filed December 13, 1999, and is incorporated by
reference into this registration statement. The indemnification agreements
provide the Registrant's directors and certain of its officers with
indemnification to the maximum extent permitted by the WBCA. The directors and
officers of the Registrant also may be indemnified against liability they may
incur for serving in that capacity pursuant to a liability insurance policy
maintained by the Registrant for this purpose.
The above discussion of the WBCA and the Registrant's Bylaws and
Amended, Restated Articles of Incorporation, and indemnification agreements is
not intended to be exhaustive and is qualified in its entirety by reference to
such statute, Bylaws, Articles of Incorporation, and agreements.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit Number Exhibit
4.1 Costco Wholesale Corporation 401(k) Retirement Plan.
23.1 Consent of KPMG LLP,
Independent Registered Public Accounting Firm.
24 Power of Attorney (Included on the signature page of this
Registration Statement).
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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of
the 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 the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
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Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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 Issaquah, State of Washington, on this 12 day of
November, 2004.
Costco Wholesale Corporation
By: /s/ Richard A. Galanti
Richard A. Galanti
Executive Vice President, Chief Financial Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes Richard A. Galanti or Richard J. Olin, or any of them, as
attorneys-in-fact with full power of substitution, to execute
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in the name and on behalf of each person, individually and in each capacity
stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on November 12, 2004.
/s/ Jeffrey H. Brotman
Jeffrey H. Brotman
Chairman of the Board of Directors
/s/ James D. Sinegal
James D. Sinegal
President, Chief Executive Officer and Director
/s/ Richard A. Galanti
Richard A. Galanti
Executive Vice President, Chief Financial Officer and
Director (Principal Financial Officer)
/s/ Richard D. DiCerchio
Richard D. DiCerchio
Senior Executive Vice President, Chief Operating
Officer and Director
/s/ Dr. Benjamin S. Carson, Sr., M.D.
Dr. Benjamin S. Carson, Sr., M.D.
Director
________________________
Susan Decker
Director
________________________
Daniel J. Evans
Director
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/s/ William H. Gates
William H. Gates
Director
/s/ Hamilton E. James
Hamilton E. James
Director
________________________
Richard M. Libenson
Director
/s/ John W. Meisenbach
John W. Meisenbach
Director
________________________
Charles T. Munger
Director
/s/ Jill S. Ruckelshaus
Jill S. Ruckelshaus
Director
/s/ David S. Petterson
David S. Petterson
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
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Exhibit Index
Exhibit Number Exhibit
4.1 Costco Wholesale Corporation 401(k) Retirement Plan.
23.1 Consent of KPMG LLP,
Independent Registered Public Accounting Firm.
24 Power of Attorney (Included on the signature page of this
Registration Statement).