UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 23, 2005
THE COCA-COLA COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-02217 58-0628465
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
One Coca-Cola Plaza
Atlanta, Georgia 30313
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 676-2121
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
// Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
// Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
// Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
// Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Definitive Material Agreement.
Effective April 1, 2005, The Coca-Cola Company (the "Company") and Deval L.
Patrick, former Executive Vice President, General Counsel and Secretary of the
Company, entered into (i) a letter agreement, dated April 1, 2005 (the "Letter
Agreement") and (ii) a Full and Complete Release and Agreement on Competition,
Trade Secrets and Confidentiality (the "Release").
The Letter Agreement and the Release are attached hereto as Exhibit 99.1 and
99.2, respectively. The Letter Agreement provides that Mr. Patrick will be
available to provide advice and services through December 31, 2005 to assure a
smooth transition of the Company's Legal Function. The Company will pay Mr.
Patrick a fee of $2.1 million as compensation for his availability and services.
The Release provides, among other items, that Mr. Patrick releases all claims
against the Company and agrees to certain non-compete and non-solicitation
provisions through January 31, 2007.
Item 1.02 Termination of Material Definitive Agreement.
On March 23, 2005, the Company announced that Alexander R.C. Allan will retire
from the Company. Mr. Allan will step down from his current positions on May 1,
2005 and will work closely with the Company until the end of 2005 to assure a
smooth transition. Pursuant to the Company's normal policy for expatriates, Mr.
Allan's retirement will be effective December 31, 2006. Additionally, because
they are no longer relevant due to Mr. Allan's announced retirement, Mr. Allan
was notified that the Employment Agreements, each dated as of March 11, 2002,
between Mr. Allan and the Company and Mr. Allan and The Coca-Cola Export
Corporation would be ended. These agreements had provided for an allocation of
Mr. Allan's time between his duties as an executive of the Company and as
President and Chief Operating Officer, Europe, Eurasia and Middle East.
Item 8.01 Other Items
On March 23, 2005, the Company announced that effective May 1, 2005 it was
making certain changes to its operating structure impacting its Europe, Eurasia
& Middle East operating segment and its Asia operating segment. The Company is
replacing these operating segments with three new operating segments, the
European Union Group, the North Asia, Eurasia & Middle East Group, and the
Southeast Asia & Pacific Rim Group. The European Union Group will include the
Company's operations in all of the current member states of the European Union
as well as the European Free Trade Association countries. The North Asia,
Eurasia & Middle East Group will include China, Japan, the Eurasia & Middle East
Division, the markets of Russia, Ukraine and Belarus and other European
countries not in the European Union Group. The Southeast Asia & Pacific Rim
Group will include India, the Philippines, the Company's Southeast & West Asia
Division, and the Company's South Pacific & Korea Division.
Item 9.01(c) Exhibits
Exhibit 99.1 Letter, dated April 1, 2005, from Cynthia P. McCague,
Senior Vice President of The Coca-Cola Company to
Deval L. Patrick
Exhibit 99.2 Full and Complete Release and Agreement on Competition,
Trade Secrets and Confidentiality
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE COCA-COLA COMPANY
(REGISTRANT)
Date: April 6, 2005 By: /s/ Cynthia McCague
--------------------------------
Cynthia McCague
Senior Vice President
EXHIBIT INDEX
-------------
Exhibit No.
-----------
Exhibit 99.1 Letter, dated April 1, 2005, from Cynthia P. McCague,
Senior Vice President of The Coca-Cola Company to
Deval L. Patrick
Exhibit 99.2 Full and Complete Release and Agreement on Competition,
Trade Secrets and Confidentiality