As filed with the Securities and Exchange Commission on September 15, 1998. Registration No. 333-________ 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 Indentification No.) of incorporation or organization) Karen E. Purpur 1617 Sixth Avenue, Suite 500 1321 Second Avenue Seattle, Washington 98101 (206) 233-6248 (Address of Principal Executive Offices, Seattle, Washington 98101 including zip code) (Name, address and telephone number, including area code of agent for service) Nordstrom, Inc. 1997 Stock Option Plan Nordstrom, Inc. Pacesetters Stock Plan (Full Title of Plans) Copy to: Gregory L. Anderson Lane Powell Spears Lubersky LLP 1420 Fifth Avenue, Suite 4100 Seattle, Washington 98101-2338 CALCULATION OF REGISTRATION FEE
Page 1 of 13 Exhibit Index Appears on Page 7Proposed Maximum Proposed Maximum Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of To Be Registered Registered Share Price Registration Fee - ------------------- ------------ ------------------ ------------------ ---------------- Common Stock, no par value 10,000,000 $26.0000 $260,000,000 $76,700.00 Common Stock, no par value 50,000 $26.0000 $ 1,300,000 $ 383.50 Together with an indeterminate number of additional shares of Common Stock which may be necessary to adjust the number of shares of Common Stock reserved for issuance pursuant to the Plans as the result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock of the Registrant. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"). The price per share is estimated to be $26.00 based on the average of the high ($26.625) and low ($25.375) sales prices for the Common Stock on September 10, 1998 as reported on the Nasdaq National Market. PART II INFORMATION REQUIRED IN THE 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 January 31, 1998; (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 Quarterly Reports on Form 10-Q for the quarters ended April 30 and July 31, 1998, and the Registrant's Form 8-K as filed with the Commission on March 13, 1998; and (c) The description of the Registrant's Common Stock contained in the Registration Statement on Form 10 filed under Section 12(g) of the Exchange Act (File No. 0-6074). 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 which indicates that the securities offered hereby have been sold or which 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. The legality of the Common Stock being registered is being passed upon by Lane Powell Spears Lubersky LLP. D. Wayne Gittinger, a director of the Registrant, is a partner of Lane Powell Spears Lubersky LLP. At September 1, 1998, members of that firm owned directly or indirectly an aggregate of approximately 10,600,000 shares of Common Stock of the Registrant. 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 XII of the Registrant's Bylaws provides for indemnification of the Registrant's directors, officers and others to the maximum 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 any transactions from which the director personally receives a benefit in money, property or services to which the director is not entitled. Article XII of the Registrant's Articles of Incorporation contains provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director's liability to the Registrant and its shareholders. Officers and directors of the Registrant are covered by insurance (with certain exceptions and certain 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 Spears Lubersky LLP regarding the legality of the Common Stock being registered 10.1 Nordstrom, Inc. 1997 Stock Option Plan 10.2 Nordstrom, Inc. Pacesetters Stock Plan 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Lane Powell Spears Lubersky LLP (included in opinion filed as Exhibit 5.1) 24.1 Power of Attorney (see signature page) 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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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. SIGNATURES Pursuant to the requirements of the Securities Act, 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 15th day of September, 1998. NORDSTROM, INC. /s/ John A. Goesling - ------------------------------------ By: John A. Goesling Vice President and Treasurer POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes John A. Goesling as attorney-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 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, this registration statement has been signed by the following persons in the capacities indicated below on the 15th day of September, 1998. SIGNATURE TITLE
/s/ John J. Whitacre Chairman and Director (Principal Executive Officer) - --------------------------- John J. Whitacre /s/ John A. Goesling Vice President and Treasurer (Principal Financial and - -------------------------- Accounting Officer) John A. Goesling /s/ D. Wayne Gittinger Director /s/ John N. Nordstrom Director - -------------------------- ----------------------------- D. Wayne Gittinger John N. Nordstrom /s/ Enrique Hernandez, Jr. Director /s/ Alfred E. Osborne, Jr. Director - -------------------------- ------------------------------ Enrique Hernandez, Jr. Alfred E. Osborne, Jr. /s/ Ann D. McLaughlin Director /s/ William D. Ruckelshaus Director - -------------------------- ------------------------------- Ann D. McLaughlin William D. Ruckelshaus /s/ John A. McMillan Director /s/ Elizabeth Crownhart Vaughan Director - -------------------------- ------------------------------- John A. McMillan Elizabeth Crownhart Vaughan /s/ Bruce A. Nordstrom Director /s/ Bruce G. Willison Director - -------------------------- -------------------------------- Bruce A. Nordstrom Bruce G. Willison INDEX TO EXHIBITS
Exhibit Sequentially Number Description Numbered Page 5.1 Opinion of Lane Powell Spears Lubersky LLP regarding the legality of the Common Stock being registered 8 10.1 Nordstrom, Inc. 1997 Stock Option Plan 9 10.2 Nordstrom, Inc. Pacesetters Stock Plan 11 23.1 Consent of Deloitte & Touche LLP 12 23.2 Consent of Lane Powell Spears Lubersky LLP (included in opinion filed as Exhibit 5.1) N/A 24.1 Power of Attorney (see signature page) N/A
EXHIBIT 5.1 September 15, 1998 Nordstrom, Inc. 1617 Sixth Avenue, Suite 500 Seattle, Washington 98101 Re: 10,050,000 of Common Stock (no par value per share) of Nordstrom, Inc. (the "Company") Dear Sir or Madam: We have acted as counsel for Nordstrom, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of the registration statement on Form S-8 (the "Registration Statement") relating to 10,000,000 shares of common stock, no par value per share, of the Company (the "Common Stock") being offered pursuant to the Company's 1997 Stock Option Plan (as amended on February 17, 1998) and 50,000 shares of Common Stock being offered pursuant to the Nordstrom, Inc. Pacesetters Stock Plan (collectively, the "Plans"). In rendering this opinion letter, we have relied as to matters of material fact upon the representations of members of the Company's management; however, we have no reason to believe that any such representations are incorrect or incomplete. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. In connection with this letter, we have concerned ourselves solely with the application of the laws of the State of Washington and the laws of the United States, and no opinion is expressed herein concerning the possible effects of the laws of any other jurisdiction. Subject to the foregoing, we are of the opinion that upon payment to the Company of the option exercise price for the shares of Common Stock with respect to the Option Plan, and upon issuance and delivery of the shares of Common Stock pursuant to both Plans, the Common Stock will be validly issued, fully paid and nonassessable. The opinions contained in this letter are given as of the date hereof, and we render no opinion as to any matter brought to our attention subsequent to the date hereof. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendments or supplements thereto. Very truly yours, /s/ Lane Powell Spears Lubersky LLP - ------------------------------------ LANE POWELL SPEARS LUBERSKY LLP
EXHIBIT 10.1 NORDSTROM, INC. 1997 STOCK OPTION PLAN (As amended on February 17, 1998*) 1. Purposes of the Plan. The purposes of this 1997 Nordstrom Stock Option Plan (the "Plan") are to attract and retain the best available personnel for positions of substantial responsibility with Nordstrom, Inc. (the "Company"), to provide additional incentive in the form of options to purchase the Company's shares of common stock, no par value per share (the "Common Stock"), shares of restricted Common Stock or performance shares based on the value of Common Stock (the "Benefits") to employees of the Company or any parent or subsidiary of the Company which now exists or hereafter is organized or acquired by or acquires the Company, and to promote the success of the business. 2. Eligibility. Any employee of the Company or any parent or subsidiary of the Company may receive Benefits under the Plan. 3. Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company, or a subcommittee thereof (the "Committee"). The Committee shall either (i) consist solely of two or more directors of the Company who are "non-employee directors" as defined under Section 16 under the Securities Exchange Act of 1934, as amended and "outside directors" as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended, or (ii) cause any director who is not a non-employee or outside director to abstain from any action by the Committee related to granting Benefits to executive officers of the Company. The Board of Directors may also appoint one or more separate committees of the Board of Directors who may administer the Plan with respect to employees who are not executive officers of the Company. 4. Effective Date and Termination of Plan. Subject to shareholder approval, the effective date of the Plan is May 20, 1997. The Plan shall terminate when all shares of stock subject to Benefits granted under the Plan shall have been acquired or on May 19, 2007, whichever is earlier, or at such earlier time as the Board of Directors may determine. Termination of the Plan will not affect the rights and obligations arising under Benefits granted under the Plan and then in effect. 5. Shares Subject to the Plan. The Common Stock subject to Benefits authorized to be granted under the Plan shall consist of 10,000,000 shares of Common Stock, no par value, or the number and kind of shares of Common Stock or other securities which shall be substituted or adjusted for such shares as provided in Section 8. All or any shares of Common Stock subject to Benefits which for any reason terminate may again be made subject to Benefits under the Plan. 6. Grant, Terms and Conditions of Options. The Committee may grant incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended and non-qualified stock options at any time and from time to time prior to the termination of the Plan to those employees of the Company or any parent or subsidiary of the Company who, in the Committee's judgment, are largely responsible through their judgment, interest, ability and special efforts for the successful conduct of the Company's operations. However, no participant shall be granted options in any year to purchase more than 400,000 shares of Common Stock as adjusted as provided in Section 9. No participant shall have any rights as a shareholder of the Company with respect to any Common Stock underlying any option granted hereunder until those shares have been issued. Each option shall be evidenced by a written stock option agreement which will expressly identify the option as an incentive stock option or as a non-qualified stock option. Furthermore, the grant of an incentive option pursuant to the Plan shall in no way be construed as an alternative to the right of an optionee to purchase stock pursuant to any present or future grant of a non-qualified option under any of the Company's current or future stock option plans. Options granted pursuant to the Plan need not be identical but each option is subject to the terms of the Plan and is subject to the following terms and conditions: 6.1 Price. The exercise price of each option granted under the Plan shall be at least equal to the fair market value of the Common Stock on the date of grant, as determined by the Committee. The exercise price may be paid as determined by the Committee. 6.2 Duration and Exercise or Termination of Option. Each option granted under the Plan shall be exercisable in such manner and at such times as the Committee shall determine. Each option granted must expire within a period of ten (10) years from the grant date. 6.3 Transferability of Options. Each option shall be transferable only by will or the laws of descent and distribution except and unless the option provides for additional rights to transfer. 6.4 Other Terms and Conditions. Options may also contain such other provisions, which shall not be inconsistent with any of the foregoing terms, as the Committee shall deem appropriate. No option, however, shall be repriced, and nothing contained in the Plan shall confer upon any participant any right to continue in the Company's employ or service nor limit in any way the Company's right to terminate his or her employment or service at any time. 7. Grant, Terms and Conditions of Restricted Common Stock. The Committee may grant shares of Common Stock with such restrictions, terms and conditions as may be determined in the sole discretion of the Committee; provided, however, that if the only restriction attached to the grant is vesting based on the lapse of time, the minimum period for full vesting of the grant shall be three years. Grants of shares of restricted Common Stock shall be made at such cost as the Committee shall determine and may be issued for no monetary consideration, subject to applicable state law. Shares of restricted Common Stock shall be issued and delivered at the time of the grant or as otherwise determined by the Committee, but may be subject to forfeiture until provided otherwise in the applicable restricted stock agreement. Each certificate representing shares of restricted Common Stock shall bear a legend referring to the risk of forfeiture of the shares and stating that such shares are nontransferable until all restrictions have been satisfied and the legend has been removed. At the discretion of the Committee, the grantee may or may not be entitled to full voting and dividend rights with respect to all shares of restricted stock from the date of grant. No participant shall be granted more than 400,000 shares of restricted Common Stock in any year, as adjusted as provided in Section 9. 8. Grant, Terms and Conditions of Performance Share Units. The Committee may grant performance share units which shall entitle the participant to shares of Common Stock or cash in lieu thereof (the "Performance Shares") upon the achievement of such performance goals as may be established by the Committee at the time of grant based on any one or combination of the following performance criteria: (a) achievement of a specified percentage increase or quantitative level in the Company's shareholder return as compared to the S&P Retail Store Composite or other comparator group, (b) achievement of a specified percentage increase or quantitative level in the trading price of the Company's Common Stock, (c) achievement of a specified percentage increase or quantitative level in the results of operations, such as sales, earnings, cash flow, economic profit or return on investment (including return on equity, return on capital employed or return on assets) of the Company or of a subsidiary or division or other segment of the Company for which the participant has responsibilities, (d) achievement of a specified percentage increase or quantitative level in the other financial results, such as profit margins, expense reduction or asset management goals of the Company or of a subsidiary or division or other segment of the Company for which the participant has responsibilities, or (e) achievement of a specified percentage increase or quantitative level in the internal or external market share of a product or line of products. At such time as it is certified by the Committee that the performance goals established by the Committee have been attained or otherwise satisfied, the Committee shall authorize the payment of cash in lieu of Performance Shares or the issuance of Performance Shares registered in the name of the participant, or both. If the participant's employment with the Company or any parent or subsidiary of the Company, as the case may be, is terminated before the end of the period of time, designated by the Committee, over which Performance Shares may be earned (a "Performance Cycle") for any reason other than retirement, disability, or death, the participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. The Committee, in its sole discretion, may establish guidelines providing that if a participant's employment is terminated before the end of a Performance Cycle by reason of disability, or death, the participant shall be entitled to a prorated payment with respect to any Performance Shares that were being earned during the Performance Cycle. If the participant's employment is terminated before the end of a Performance Cycle by reason of retirement, the participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall continue as if the participant's employment had continued through the end of the Performance Cycle. No participant shall be granted Performance Shares for more than 400,000 shares of Common Stock in any year, as adjusted as provided in Section 9. 9. Adjustment Upon Changes in Capitalization/Change in Control. The number and kind of shares of Common Stock subject to Benefits under the Plan shall be appropriately adjusted along with a corresponding adjustment in the option exercise price, if applicable, to reflect any stock dividend, stock split, split-up or any combination or exchange of shares, however accomplished. An appropriate adjustment shall also be made with respect to the aggregate number and kind of shares available for grant under the Plan. If the Company or the shareholders of the Company enter into an agreement to dispose of all or substantially all of the assets or shares by means of a sale, a reorganization, a liquidation, or otherwise, all options shall become immediately exercisable with respect to the full number of shares subject to those options, all restrictions on any shares of restricted stock granted under the Plan shall be immediately removed and all Performance Shares shall be earned as if the applicable performance goals had been attained or otherwise satisfied. 10. Withholding. To the extent required by applicable federal, state, local or foreign law, a participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise pursuant to Benefits granted under the Plan. The Company shall not be required to issue shares until such obligations are satisfied. The Committee may (but shall not be required to) permit these obligations to be satisfied by having the Company withhold a portion of the shares of stock that otherwise would be issued to the participant or by delivering shares previously owned by the participant. 11. Amendment and Termination. The Board of Directors may amend or terminate the Plan as desired, without further action by the Company's shareholders, except to the extent required by applicable law. * Note: As restated to reflect a two-for-one stock split of the Company's common stock declared on May 19, 1998 in the form of a share dividend, payable on June 30, 1998 to all shareholders of record on June 8, 1998.
EXHIBIT 10.2 NORDSTROM, INC. PACESETTERS STOCK PLAN* 1. Purpose of the Plan and Eligibility. The purpose of this Pacesetters Stock Plan (the "Plan") is to provide additional incentive in the form of shares of Common Stock (as defined below) of Nordstrom, Inc. (the "Company") to employees, officers or consultants or advisors of the Company or any parent or subsidiary of the Company which now exists or hereafter is organized or acquired by or acquires the Company, and to promote the success of the business. The Plan has been primarily established to provide Common Stock to those employees the Company has deemed "Pacesetters," but any employee, officer or consultant or advisor of the Company or any parent or subsidiary of the Company may receive Common Stock under the Plan. 2. Administration. The Plan shall be administered by the Company officer in charge of Human Resources (the "Administrator"). 3. Effective Date and Termination of Plan. The effective date of the Plan is January 1, 1998. The Plan shall terminate when all shares of Common Stock subject to the Plan shall have been granted, or on December 31, 2007, whichever is earlier, or at such earlier time as the Board of Directors may determine. 4. Shares Subject to the Plan. 50,000 shares of the Company's common stock, no par value, or the number and kind of shares of stock or other securities which shall be substituted or adjusted for such shares as provided in Section 6 (the "Common Stock"), may be issued under the Plan. 5. Grant, Terms and Conditions of Common Stock. The Administrator may grant Common Stock with such terms and conditions as may be determined in the sole discretion of the Administrator. Common Stock granted to executive officers of the Company may not be sold, pledged, assigned or transferred in any manner for a period of six months from the date of grant. 6. Adjustment Upon Changes in Capitalization/Change in Control. The number and kind of shares of Company stock that may be granted under the Plan shall be appropriately adjusted to reflect any stock dividend, stock split, split-up or any combination or exchange of shares, however accomplished. 7. Withholding. To the extent required by applicable federal, state, local or foreign law, a participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise pursuant to Common Stock being granted under the Plan. 8. Amendment and Termination. The Board of Directors may amend or terminate the Plan as desired. * Note: As restated to reflect a two-for-one stock split of the Company's common stock declared on May 19, 1998 in the form of a share dividend, payable on June 30, 1998 to all shareholders of record on June 8, 1998.
EXHIBIT 23.1 The Board of Directors Nordstrom, Inc. We consent to the incorporation by reference in this Registration Statement of Nordstrom, Inc. and subsidiaries on Form S-8 of our reports dated March 17, 1998, appearing in and incorporated by reference in the Annual Report on Form 10-K of Nordstrom, Inc. and subsidiaries for the year ended January 31, 1998. DELOITTE & TOUCHE LLP Seattle, Washington September 15, 1998