SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[ X ] Annual Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended September 30, 2000
OR
Commission file number 1-12340
Delaware 03-0339228
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
33 Coffee Lane, Waterbury, Vermont 05676
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(Address of principal executive offices) (Zip code)
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Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant on November 30, 2000 was approximately $55,803,000 based upon the closing price of such stock on that date.
As of November 30, 2000, 3,147,480 shares of common stock of the registrant were outstanding. See "Market for the Registrant's Common Equity and Related Stockholder Matters."
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The following consolidated financial statements are filed as part of this
report:
Page
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Index to Consolidated Financial Statements.......................... F-1
Report of Independent Accountants................................... F-2
Consolidated Financial Statements:
Consolidated Balance Sheet at September 30, 2000 and
September 25, 1999............................................... F-3
Consolidated Statement of Operations for each of the three
years in the period ended September 30, 2000..................... F-4
Consolidated Statement of Changes in Stockholders' Equity for
each of the three years in the period ended September 30, 2000... F-5
Consolidated Statement of Cash Flows for each of the three
years in the period ended September 30, 2000..................... F-6
Notes to Consolidated Financial Statments........................... F-7
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(a) 2. Financial Statement Schedules
The following financial statement schedule is filed as part of this report:
Report of Independent Accountants on Financial Statement Schedules.......................................... F-25 Schedule II: Valuation and Qualifying Accounts.................. F-26 |
All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.
(a) 3. Exhibits
The exhibits listed below are filed as part of, or incorporated by reference into, this report. The Company shall furnish copies of exhibits for a reasonable fee (covering the expense of furnishing copies) upon request in writing to: Green Mountain Coffee, Inc., Investor Services, 33 Coffee Lane, Waterbury, VT 05676.
Exhibit No. Exhibit Title
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3.1 Certificate of Incorporation of the Company(1)
3.2 Bylaws of the Company(1)
10.2 (b) Term Loan Promissory Note, dated August 11, 1993,
from Green Mountain Coffee Roasters, Inc. to Fleet
Bank - NH(1)
(f) Collateral Assignment of Leasehold Interest, dated
August 11, 1993, between Green Mountain Coffee
Roasters, Inc. and Fleet Bank - NH(1)
(y) Seventh Amendment and First Restatement of Commercial
Loan Agreement, dated April 12, 1996, among Green
Mountain Coffee Roasters, Inc., as borrower, and Fleet
Bank - NH as lender(10)
(aa) Note Modification Agreement, dated April 12, 1996, to
modify Term Promissory Note dated August 11, 1993 from
Green Mountain Coffee Roasters, Inc. to Fleet
Bank - NH(10)
(bb) Eighth Amendment to Commercial Loan Agreement, dated
February 19, 1997, among Green Mountain Coffee
Roasters, Inc., as borrower, and Fleet Bank - NH as
lender(12)
(ee) Ninth Amendment to Commercial Loan Agreement, Fleet
Bank, dated June 9, 1997 among Green Mountain Coffee
Roasters, Inc. as borrower, and Fleet Bank - NH, as
lender(13)
(gg) Eleventh Amendment to Commercial Loan Agreement, dated
February 19, 1998, from Green Mountain Coffee Roasters,
Inc., to Fleet Bank - NH(14)
(hh) Replacement Revolving Line of Credit Promissory Note,
dated February 19, 1998, from Green Mountain Coffee
Roasters, Inc., to Fleet Bank - NH(14)
(ii) Revolving Line of Credit/Term Promissory Note, dated
February 19, 1998, from Green Mountain Coffee Roasters,
Inc., to Fleet Bank - NH(14)
(jj) Twelfth Amendment to Fleet Bank - NH Commercial Loan
Agreement and Loan Documents dated April 7, 2000(22)
10.10 (g) First Restatement of Security Agreement, dated April
12, 1996, between Green Mountain Coffee Roasters, Inc.
and Fleet Bank - NH(10)
10.15 Assignment of Trademarks from Green Mountain Coffee, Inc. in
connection with the Fleet Bank - NH financing(1)
10.22 U.S. Small Business Administration ("SBA") Authorization and
Debenture Guaranty relating to $766,000 loan to Green Mountain
Coffe, Inc. together with Letters dated 7/14/93 and 7/19/93
from SBA to Central Vermont Economic Development Corporation
relating thereto(1)
(a) Small Business Administration Guaranty dated September
30, 1993 from Robert P. Stiller to Central Vermont
Economic Development Corporation(4)
(b) Assignment, dated September 30, 1993, by Central
Vermont Economic Development Corporation to Small
Business Administration of Small Business
Administration Guaranty dated September 30, 1993 from
Robert P. Stiller to Central Vermont Economic
Development Corporation(4)
(c) Mortgage, dated September 30, 1993, between Green
Mountain Coffee Roasters, Inc. and Central Vermont
Economic Development Corporation(4)
(d) Assignment, dated September 30, 1993, by Central
Vermont Economic Development Corporation to Small
Business Administration of Mortgage, dated September
30, 1993, between Green Mountain Coffee Roasters, Inc.
and Central Vermont Economic Development Corporation(4)
(e) "504" Note, dated September 30, 1993, in the amount of
$766,000, from Green Mountain Coffee Roasters, Inc. to
Central Vermont Economic Development Corporation, as
amended, including Servicing Agent Agreement among
Green Mountain Coffee Roasters, Inc. and Colson
Services Corp.(5)
(f) Assignment, dated September 30, 1993, by Central
Vermont Economic Development Corporation to Small
Business Administration of "504" Note, dated September
30, 1993, in the amount of $766,000, from Green
Mountain Coffee Roasters, Inc. to Central Vermont
Economic Development Corporation(4)
(g) Security Agreement from Green Mountain Coffee Roasters,
Inc. to Central Vermont Economic Corporation(4)
(h) Assignment, dated September 30, 1993, by Central
Vermont Economic Development Corporation to Small
Business Administration of Security Agreement from
Green Mountain Coffee Roasters, Inc. to Central Vermont
Economic Development Corporation(4)
(i) Letter Agreement, dated October 1, 1993, among Central
Vermont Economic Development Corporation, Green
Mountain Coffee Roasters, Inc. and Small Business
Administration, amending the Authorization and
Debenture Guaranty among Small Business Administration.
Central Vermont Economic Development Corporation, and
Green Mountain Coffee Roasters, Inc.(4)
(j) Development Company 504 Debenture, issued October
14, 1993, for principal amount of as Trustee(4)
10.33 Lease Agreement, dated 4/28/93, between Pilgrim Partnership
and Green Mountain Coffee, Inc.(1)
(a) Addendum to Lease Agreement, dated 4/28/93(1)
(b) Lease Amendment dated August 16, 1993(4)
(c) Letter Agreement dated July 30, 1997(16)
10.36 1993 Stock Option Plan of the Company, as revised(15)*
10.37 1998 Employee Stock Purchase Plan with Form of Participation
Agreement(17)*
10.38 1999 Stock Option Plan of the Company(18)*
10.40 Employment Agreement of Robert D. Britt dated March 26,
1993(1)*
10.41 Employment Agreement of Stephen J. Sabol dated as of July 1,
1993(1)*
10.42 Employment Agreement of Paul Comey dated as of July 1,
1993(1)*
10.44 Employment Agreement of Jonathan C. Wettstein dated as of
July 1, 1993(1)*
10.45 Stock Option Agreement, dated July 21, 1993, between the
Company and Robert D. Britt(1)*
10.46 Stock Option Agreement, dated July 21, 1993, between the
Company and Agnes M. Cook(1)*
10.48 Stock Option Agreement, dated July 21, 1993, between the
Company and Paul Comey(1)*
10.50 Stock Option Agreement, dated July 21, 1993, between the
Company and James K. Prevo(1)*
10.51 Stock Option Agreement, dated July 21, 1993, between the
Company and Stephen J. Sabol(1)*
10.52 Stock Option Agreement, dated July 21, 1993, between the
Company and Jonathan C. Wettstein(1)*
10.59 Stock Option Agreement, dated July 22, 1994, between the
Company and William D. Davis(8)*
10.60 Stock Option Agreement, dated July 22, 1994, between the
Company and Jules A. del Vecchio(8)*
10.61 Stock Option Agreement, dated July 22, 1994, between the
Company and Ian W. Murray(8)*
10.62 Stock Option Agreement, dated December 30, 1994, between
the Company and Robert D. Britt(9)*
10.63 Stock Option Agreement, dated December 30, 1994, between
the Company and Stephen J. Sabo(l9)*
10.64 Stock Option Agreement, dated December 30, 1994, between
the Company and Jonathan C. Wettstein(9)*
10.65 Stock Option Agreement, dated December 30, 1994, between
the Company and Paul Comey(9)*
10.66 Stock Option Agreement, dated November 27, 1995, between
the Company and David E. Moran(11)*
10.68 First Amendment to Stock Option Agreement, dated July 21, 1993
between the Company and Robert D. Britt(11)*
10.69 First Amendment to Stock Option Agreement, dated July 21, 1993
between the Company and Paul Comey(11)*
10.70 First Amendment to Stock Option Agreement, dated July 21, 1993
between the Company and Jonathan C. Wettstein(11)*
10.75 Stock Option Agreement, dated July 31, 1997 between the
Company and James K. Prevo(16)*
10.76 Stock Option Agreement, dated October 21, 1997 between the
Company and Robert D. Britt(14)*
10.77 Stock Option Agreement, dated October 21, 1997 between the
Company and Paul Comey (14)*
10.78 Stock Option Agreement, dated October 21, 1997 between the
Company and Jonathan C. Wettstein(14)*
10.80 Stock Option Agreement, dated October 21, 1997 between the
Company and Stephen J. Sabol(14)*
10.81 Stock Option Agreement, dated January 8, 1999 between the
Company and Robert D. Britt(18)*
10.82 Stock Option Agreement, dated January 8, 1999 between the
Company and Paul Comey(18)*
10.83 Stock Option Agreement, dated January 8, 1999 between the
Company and Paul Comey(18)*
10.84 Stock Option Agreement, dated January 8, 1999 between the
Company and Jonathan C. Wettstein(18)*
10.85 Stock Option Agreement, dated January 8, 1999 between the
Company and Jonathan C. Wettstein(18)*
10.87 Stock Option Agreement, dated January 8, 1999 between the
Company and Stephen J. Sabol(18)*
10.89 Stock Option Agreement, dated January 8, 1999 between the
Company and James K. Prevo(18)*
10.90 Stock Option Agreement, dated January 8, 1999 between the
Company and James K. Prevo(18)*
10.91 Stock Option Agreement, dated April 13, 1999 between the
Company and David E. Moran(19)*
10.92 Stock Option Agreement, dated April 13, 1999 between the
Company and William D. Davis(19)*
10.93 Stock Option Agreement, dated April 13, 1999 between the
Company and Jules A. del Vecchio(19)*
10.94 Stock Option Agreement, dated April 13, 1999 between the
Company and Hinda Miller(19)*
10.95 Stock Option Agreement, dated September 13, 1999 between the
Company and Kevin G. McBride*(20)
10.96 Stock Option Agreement, dated November 1, 1999 between the
Company and Agnes M. Cook*(20)
10.97 Promissory note from Robert P. Stiller to the Company, dated
September 24, 1999(20)
10.98 Promissory note from Robert P. Stiller to the Company, dated
October 18, 1999(20)
10.99 Promissory note from Robert P. Stiller to the Company, dated
November 3, 1999(20)
10.100 Stock Option Agreement, dated as of December 21, 1999, by and
between Robert D. Britt and the Company*(21)
10.101 Stock Option Agreement, dated as of December 21, 1999, by and
between Agnes M. Cook and the Company*(21)
10.102 Stock Option Agreement, dated as of December 21, 1999, by and
between Jonathan C. Wettstein and the Company*(21)
10.103 Stock Option Agreement, dated as of December 21, 1999, by and
between James K. Prevo and the Company*(21)
10.104 Stock Option Agreement, dated as of December 21, 1999, by and
between Paul Comey and the Company*(21)
10.105 2000 Stock Option Plan of the Company
10.106 Stock Option Agreement, dated as of October 2, 2000, by and
between Robert D. Britt and the Company*
10.107 Stock Option Agreement, dated as of October 2, 2000, by and
between Agnes M. Cook and the Company*
10.108 Stock Option Agreement, dated as of October 2, 2000, by and
between Jonathan C. Wettstein and the Company*
10.109 Stock Option Agreement, dated as of October 2, 2000, by and
between Paul Comey and the Company*
10.110 Stock Option Agreement, dated as of October 2, 2000, by and
between James K. Prevo and the Company*
10.111 Stock Option Agreement, dated as of October 2, 2000, by and
between Stephen Sabol and the Company*
10.112 Stock Option Agreement, dated as of October 2, 2000, by and
between Kevin McBride and the Company*
10.113 Green Mountain Coffee, Inc. Employee Stock Ownership Plan
10.114 Green Mountain Coffee, Inc. Employee Stock Ownership Trust
10.115 Chef Express.net, Inc. Series A Convertible Preferred Stock
Purchase Agreement
10.116 Promissory note from Robert P. Stiller, dated April 12, 2000
21 List of Subsidiaries of the Company
23 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
27 Financial Data Schedule
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(b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended September 30, 2000.
Notes to exhibits listed above
* Management contract or compensatory plan
1. Incorporated by reference to the corresponding exhibit number in the Registration Statement on Form SB-2 (Registration No. 33-66646) filed on July 28, 1993 and declared effective September 21, 1993
2. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-QSB for the 12 weeks ended April 9, 1994, filed on May 24, 1994
3. Incorporated by reference to the corresponding exhibit number in the Annual Report on Form 10-KSB for the fiscal year ended September 24, 1994, filed December 8, 1994
4. Incorporated by reference to the corresponding exhibit number in the Annual Report on Form 10-KSB for the fiscal year ended September 25, 1993, filed on December 23, 1993
5. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-QSB for the 16 weeks ended January 15, 1994, filed on February 25, 1994
6. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-QSB for the 16 weeks ended January 14, 1995, filed on February 25, 1995
7. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-QSB for the 12 weeks ended April 8, 1995, filed on May 23, 1995
8. Incorporated by reference to the corresponding exhibit number in Amendment No. 1 to the Annual Report on Form 10-KSB/A for the fiscal year ended September 24, 1994, filed on December 16, 1994
9. Incorporated by reference to the corresponding exhibit number in the Annual Report on Form 10-KSB for the fisca year ended September 30, 1995
10. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-QSB for the 12 weeks ended April 13, 1996
11. Incorporated by reference to the corresponding exhibit number in the Annual Report on Form 10-KSB for the fiscal year ended September 26, 1996
12. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-Q for the 16 weeks ended January 18, 1997
13. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-Q for the 12 weeks ended April 12, 1997
14. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-Q for the 12 weeks ended July 5, 1997
15.. Incorporated by reference to the corresponding exhibit number in the Annual Report on Form 10-K for the fiscal year September 27, 1997
16. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-Q for the 16 weeks January 17, 1998
17. Incorporated by reference to the corresponding exhibit number in the Annual Report on Form 10-K for the fiscal year September 26, 1998
18. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-Q for the 16 weeks January 18, 1999
19. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-Q for the 12 weeks July 3, 1999
20. Incorporated by reference to the corresponding exhibit number in the Annual Report on Form 10-K for the year ended September 25, 1999
21. Incorporated by reference to the corresponding exhibit number in the Quarterly Report on Form 10-Q for the 12 weeks ended January 15, 2000
22. Incorporated by reference to the corresponding exhibit number in the Schedule TO filed on April 17, 2000
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREEN MOUNTAIN COFFEE, INC.
By: /s/ Robert P. Stiller
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ROBERT P. STILLER
Chairman of the Board of Directors,
President and Chief Executive Officer
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Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert P. Stiller Chairman of the Board of Directors, December 27, 2000
--------------------- President and Chief Executive Officer
(Principle Executive Officer)
/s/ Robert D. Britt Chief Financial Officer, Treasurer, December 27, 2000
--------------------- Secretary and Director (Principal
Financial and Accounting Officer)
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STEPHEN J. SABOL* Director December 27, 2000
JONATHAN C. WETTSTEIN* Director December 27, 2000
WILLIAM D. DAVIS* Director December 27, 2000
JULES A. DEL VECCHIO* Director December 27, 2000
HINDA MILLER* Director December 27, 2000
DAVID E. MORAN* Director December 27, 2000
*By: /s/ Robert P. Stiller
-----------------------------------
Robert P. Stiller, Attorney-in-fact
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 dated June 20, 1997, October 5, 1998 and May 20, 1999 of Green Mountain Coffee, Inc. of our report dated November 10, 2000 appearing on page F-2 of Green Mountain Coffee, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2000. We also consent to the application of such report to the Financial Statement Schedule for the three years ended September 30, 2000 listed under Item 14 of this Form 10-K when such schedule is read in conjunction with the financial statements referred to in our report.
/s/ PricewaterhouseCoopers LLP Boston, Massachusetts December 20, 2000 |