UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________________
NORDSTROM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-0515058
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Lisa Iglesias
1617 Sixth Avenue, 6th Floor 1700 Seventh Avenue, 7th Floor
Seattle, Washington 98101 Seattle, Washington 98101
(Address of Principal Executive Offices, (206) 364-8800
including zip code) (Name, address and telephone number,
including area code, of agent
for service)
Nordstrom, Inc. Employee Stock Purchase Plan
(Full Title of Plans)
Copies to:
Brian B. DeFoe
William W. Lin
Lane Powell PC
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101-2338
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount To Maximum Maximum Amount of
To Be Registered Be Offering Aggregate Registration
Registered Price Per Offering Fee
(1) Share (2) Price (2)
Common Stock, no par
value 2,400,000 $46.635 $111,924,000 $3,436.07
(1) The number of shares being registered represents 2,400,000 shares of
Common Stock which may be issued pursuant to the Nordstrom, Inc. Employee
Stock Purchase Plan, as amended. Pursuant to Rule 416(a) of the Securities
Act of 1933, as amended (the "Securities Act"), this registration statement
also covers any additional securities that may be offered or issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions in accordance with the terms of the plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act. The price per
share is estimated to be $46.635 based on the average of the high ($47.39)
and low ($45.88) sales prices for the Common Stock on September 10, 2007 as
reported on the New York Stock Exchange.
Additional Shares; Incorporation by Reference. This Registration Statement
is executed for the purpose of registering 2,400,000 additional shares of
Common Stock of Nordstrom, Inc. (the "Registrant"), previously approved by
the Registrant's shareholders, to be offered pursuant to the terms of the
Nordstrom, Inc. Employee Stock Purchase Plan, as amended. The Registrant's
previous Registration Statement on Form S-8, filed June 26, 2000 (File No.
333-40066), as effective, relate to the Employee Stock Purchase Plan, as
amended, and pursuant to General Instruction E, are hereby incorporated by
reference.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of 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 latest Annual Report on Form 10-K for the year ended
February 3, 2007, filed with the Commission on March 23, 2007;
(b)All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on Form
10-K referred to in (a) above, including the Registrant's definitive proxy
statement filed with the Commission on April 12, 2007 and the Registrant's
Quarterly Reports on Form 10-Q for the quarters ended May 5, 2007 and August
4, 2007 filed with the Commission on June 8, 2007 and September 12, 2007,
respectively; and
(c)The description of the Registrant's Common Stock contained in any
registration statement or report that the Registrant has filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All reports and other 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 which indicates that the securities
offered hereby have been sold or which deregisters the securities covered
hereby then remaining unsold, shall 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation
Act authorize a court to award, or a corporation's board of directors to grant,
indemnification to directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities arising under the
Securities Act. Article XI of the Registrant's Bylaws provides for
indemnification of the Registrant's directors, officers, employees and agents
to the fullest extent permitted by Washington law.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except
in certain circumstances involving intentional misconduct, self-dealing or
illegal corporate loans or distributions, or in any transactions from which the
director personally receives a benefit in money, property or services to which
the director is not legally entitled. Article IX of the Amended and Restated
Articles of Incorporation of the Registrant eliminates any personal liability
of a director to the Registrant or its shareholders for monetary damages for
conduct as a director, except for any liability for any acts or omissions that
involve intentional misconduct by a director or a knowing violation of law by a
director, for conduct violating RCW 23B.08.310, for any transaction from which
the director will personally receive a benefit in money, property or services
to which the director is not legally entitled, or for any act or omission
occurring prior to the date when Article IX of the Amended and Restated
Articles of Incorporation of the Registrant became effective. If the
Washington Business Corporation Act is subsequently amended to change in a
manner affecting the Registrant's power to eliminate or limit the liability of
a director to the Registrant, then, upon the effective date of the amendment
and without further act: (i) if the amendment permits further elimination or
limitation of liability, the liability of a director shall be additionally
eliminated and limited to such further extent, or (ii) if the amendment changes
the power to eliminate the liability of a director in any other respect, the
liability of a director shall be eliminated and limited with respect to acts or
omissions occurring after the effective date of the amendment to the fullest
extent permitted by the Washington Business Corporation Act as so amended.
Article IX of the Registrant's Amended and Restated Articles of Incorporation
also contains a provision that no amendment or repeal of the Amended and
Restated Articles of Incorporation of the Registrant shall adversely affect any
right or any elimination or limitation of liability of a director existing
immediately prior to the amendment or repeal.
Officers and directors of the Registrant are covered by insurance (with
certain exceptions and limitations) that indemnifies them against losses and
liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Lane Powell PC (filed herewith)
10.1 Nordstrom, Inc. Employee Stock Purchase Plan, as amended (filed
herewith)
23.1 Consent of Deloitte & Touche LLP, Independent Auditors (filed
herewith)
23.2 Consent of Lane Powell PC (included in Exhibit 5.1 above)
24.1 Power of Attorney (included in the signature page to 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;
(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 A.(1)(i) and A.(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.
(4) That, for the purpose of determining liability of the Registrant
under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
The undersigned Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this Registration Statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
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.
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 Seattle, State of Washington, on the 13th day of
September 2007.
NORDSTROM, INC.
/s/ Michael G. Koppel
---------------------------
By: Michael G. Koppel
Its: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Exhibit 24.1
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Michael
G. Koppel, as such person's true and lawful attorney-in-fact and agent, 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 amendments to this registration statement, including any and all
post-effective amendments, and any related Rule 462(b) registration statement
and any amendment thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the 13th day of September 2007.
SIGNATURE TITLE
/s/ Enrique Hernandez, Jr.
____________________________ Non-Executive Chairman of the Board and Director
Enrique Hernandez, Jr.
/s/ Blake Nordstrom President
____________________________ (Principal Executive Officer and Director)
Blake Nordstrom
/s/ Michael G. Koppel Executive Vice President and Chief Financial
____________________________ Officer (Principal Financial Officer)
Michael G. Koppel
/s/ James A. Howell Vice President of Finance (Principal
____________________________ Accounting Officer)
James A. Howell
/s/ Phyllis J. Campbell
____________________________ Director
Phyllis J. Campbell
/s/ Jeanne P. Jackson
____________________________ Director
Jeanne P. Jackson
/s/ Robert G. Miller
____________________________ Director
Robert G. Miller
/s/ Erik B. Nordstrom
____________________________ Director
Erik B. Nordstrom
/s/ Peter E. Nordstrom
____________________________ Director
Peter E. Nordstrom
/s/ Philip G. Satre
____________________________ Director
Philip G. Satre
/s/ Alison A. Winter
____________________________ Director
Alison A. Winter
INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion of Lane Powell PC (filed herewith)
10.1 Nordstrom, Inc. Employee Stock Purchase Plan, as amended
(filed herewith)
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Lane Powell PC (included in Exhibit 5.1)
24.1 Power of Attorney (see signature page)