As filed with the Securities and Exchange Commission on April 29, 2014
Registration No. 333-169722
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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58-0628465 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Coca-Cola Enterprises Inc. 1997 Stock Option Plan
Coca-Cola Enterprises Inc. 1999 Stock Option Plan
Coca-Cola Enterprises Inc. 2001 Restricted Stock Award Plan
Coca-Cola Enterprises Inc. 2001 Stock Option Plan
Coca-Cola Enterprises Inc. 2004 Stock Award Plan
Coca-Cola Enterprises Inc. 2007 Incentive Award Plan
(Full title of plans)
Bernhard Goepelt, Esq.
Senior Vice President, General Counsel and Chief Legal Counsel
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Jared M. Brandman, Esq.
Securities Counsel
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed by The Coca-Cola Company (the “Company”) on October 1, 2010 (File No. 333-169722) (the “Registration Statement”) is being filed for the purpose of deregistering the 18,000,000 unissued shares of the Company’s Common Stock, on a split-adjusted basis, that were originally registered for issuance under the Coca-Cola Enterprises Inc. 1997 Stock Option Plan, Coca-Cola Enterprises Inc. 1999 Stock Option Plan, Coca-Cola Enterprises Inc. 2001 Restricted Stock Award Plan, Coca-Cola Enterprises Inc. 2001 Stock Option Plan, Coca-Cola Enterprises Inc. 2004 Stock Award Plan and Coca-Cola Enterprises Inc. 2007 Incentive Award Plan (collectively, the “Plans”).
The Company hereby deregisters 18,000,000 shares of the Company’s Common Stock (the “Carried-Over Shares”), which represents the shares that remained unissued and available under the Plans. The Company is concurrently filing a Registration Statement on Form S-8 to register the Carried-Over Shares for issuance pursuant to The Coca-Cola Company 2014 Equity Plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit |
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Description |
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24.1 |
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Powers of Attorney |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 29th day of April, 2014.
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THE COCA-COLA COMPANY | ||
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By: |
/s/ Kathy N. Waller | |
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Name: |
Kathy N. Waller |
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Title: |
Executive Vice President and |
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Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Date |
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/s/ Muhtar Kent |
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Chairman, Board of Directors, |
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April 29, 2014 |
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Muhtar Kent |
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Chief Executive Officer and a |
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/s/ Kathy N. Waller |
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Executive Vice President and |
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April 29, 2014 |
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Kathy N. Waller |
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Chief Financial Officer |
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/s/ Larry M. Mark |
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Vice President, |
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April 29, 2014 |
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Larry M. Mark |
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Controller (Principal accounting |
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* |
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Director |
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April 29, 2014 |
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Herbert A. Allen |
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* |
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Director |
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April 29, 2014 |
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Ronald W. Allen |
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* |
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Director |
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April 29, 2014 |
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Ana Botín |
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* |
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Director |
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April 29, 2014 |
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Howard G. Buffett |
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* |
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Director |
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April 29, 2014 |
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Richard M. Daley |
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* |
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Director |
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April 29, 2014 |
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Barry Diller |
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* |
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Director |
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April 29, 2014 |
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Helene D. Gayle |
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Signature |
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Title |
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Date |
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* |
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Director |
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April 29, 2014 |
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Evan G. Greenberg |
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* |
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Director |
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April 29, 2014 |
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Alexis M. Herman |
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* |
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Director |
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April 29, 2014 |
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Robert A. Kotick |
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* |
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Director |
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April 29, 2014 |
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Maria Elena Lagomasino |
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* |
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Director |
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April 29, 2014 |
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Sam Nunn |
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* |
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Director |
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April 29, 2014 |
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James D. Robinson III |
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* |
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Director |
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April 29, 2014 |
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Peter V. Ueberroth |
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*By: |
/s/ Gloria K. Bowden |
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Gloria K. Bowden |
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Attorney-in-Fact |
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EXHIBIT INDEX
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Exhibit |
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Description |
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24.1 |
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Powers of Attorney |