As filed with the Securities and Exchange Commission on February 27, 2012

Registration No. 333-172541

 

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)

 

 

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 Refreshments Matched Employee Savings and Investment 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.

 

 

 

 

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 March 1, 2011 (File No. 333-172541) (the “Registration Statement”) is being filed for the purpose of deregistering shares of the Company’s Common Stock and the associated plan interests that were originally registered for issuance under the CCR Matched Employee Savings and Investment Plan (the “CCR MESIP”).

 

Effective January 1, 2012, the CCR MESIP and certain other Company 401(k) plans were merged (the “Merger”) into The Coca-Cola Company Thrift & Investment Plan (the “TCCC Thrift Plan”) and the TCCC Thrift Plan was renamed The Coca-Cola Company 401(k) Plan (the “401(k) Plan”).  Accordingly, the Company hereby deregisters 8,310,947 shares of the Registrant’s Common Stock (the “Carried-Over Shares”), which represents the shares that remained unissued and available under the CCR MESIP immediately prior to the Merger, along with the associated plan interests. The Company is concurrently filing a Registration Statement on Form S-8 to register, among other shares, the Carried-Over Shares for issuance pursuant to the 401(k) Plan.

 

For the avoidance of doubt, the deregistration of securities pursuant to this Post-Effective Amendment No. 1 shall have no effect on the status of the other shares of Common Stock and plan interests initially registered pursuant to the Registration Statement, which shall continue in effect.

 

PART II                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.  Exhibits.

 

Exhibit No.		Description
24.1		Powers of Attorney

 

II-1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 27th day of February, 2012.

 

 

	THE COCA-COLA COMPANY
	By:	/s/ Gary P. Fayard
		Name:	Gary P. Fayard
		Title:	Executive Vice President and 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.

 

 

Signature		Title		Date
/s/ Muhtar Kent		Chairman, Board of Directors, Chief Executive Officer and a Director		February 27, 2012
Muhtar Kent		(Principal executive officer)
/s/ Gary P. Fayard		Executive Vice President and Chief Financial Officer		February 27, 2012
Gary P. Fayard		(Principal financial officer)
/s/ Kathy N. Waller		Vice President and Controller		February 27, 2012
Kathy N. Waller		(Principal accounting officer)
*		Director		February 27, 2012
Herbert A. Allen
*		Director		February 27, 2012
Ronald W. Allen
*		Director		February 27, 2012
Howard G. Buffett
*		Director		February 27, 2012
Richard M. Daley
*		Director		February 27, 2012
Barry Diller
*		Director		February 27, 2012
Evan G. Greenberg
*		Director		February 27, 2012
Alexis M. Herman

 

 

Signature		Title		Date
*		Director		February 27, 2012
Donald R. Keough
*		Director		February 27, 2012
Robert A. Kotick
*		Director		February 27, 2012
Maria Elena Lagomasino
*		Director		February 27, 2012
Donald F. McHenry
*		Director		February 27, 2012
Sam Nunn
*		Director		February 27, 2012
James D. Robinson III
*		Director		February 27, 2012
Peter V. Ueberroth
*		Director		February 27, 2012
Jacob Wallenberg
*		Director		February 27, 2012
James B. Williams

 

 

*By:	/s/ Gloria K. Bowden
	Gloria K. Bowden
	Attorney-in-Fact

 

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, on this 27th day of February, 2012.

 

 

	COCA-COLA REFRESHMENTS MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN
	By:	/s/ Susan M. Fleming
		Name:	Susan M. Fleming
		Title:	Chairman, The Coca-Cola Company
			Benefits Committee