As filed with the Securities and Exchange Commission on February 28, 2014

Registration No. 333-172541

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

POST EFFECTIVE AMENDMENT NO. 2
to

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

GRAPHIC

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

58-0628465

(State or Other Jurisdiction of Incorporation or Organization)

 

(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 Refreshments Savings and Investment Plan for Certain Bargaining Employees

Coca-Cola Refreshments Savings Plan for Organized Employees of Southern New England

Coca-Cola Bottling Company of St. Louis Bargaining Employees Savings and Investment Plan

Central States Coca-Cola Bottling Company Bargaining Savings Plan

Great Lakes Canning 401(k) Plan for Union Employees

Lansing Matched Employees’ Savings and Investment Plan

Coca-Cola Refreshments USA, Inc. Supplemental 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.

 

(Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

 

Non-accelerated filer o

 

Smaller reporting company o

 

 

 (Do not check if a smaller reporting company)

 

 

 

Classified - Unclassified

 

 

 



 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 2 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 the remaining shares of the Company’s Common Stock and the associated plan interests that were originally registered for issuance under the Coca-Cola Refreshments Savings and Investment Plan for Certain Bargaining Employees, Coca-Cola Refreshments Savings Plan for Organized Employees of Southern New England, Coca-Cola Bottling Company of St. Louis Bargaining Employees Savings and Investment Plan, Central States Coca-Cola Bottling Company Bargaining Savings Plan, Great Lakes Canning 401(k) Plan for Union Employees and Lansing Matched Employees’ Savings and Investment Plan (collectively, the “Merged Plans”).

 

Effective December 31, 2013, the Merged Plans were merged (the “Mergers”) into the Coca-Cola Refreshments Bargaining Employees’ 401(k) Plan (the “CCR Bargaining Plan”).  Accordingly, the Company hereby deregisters 363,208 shares of the Company’s Common Stock (the “Carried-Over Shares”), which represents the shares that remained unissued and available under the Merged Plans immediately prior to the Mergers, along with the associated plan interests, as detailed in the following table.

 

Plan Name

 

Carried Over Shares

 

Coca-Cola Refreshments Savings and Investment Plan for Certain Bargaining Employees

 

136,439

 

Coca-Cola Refreshments Savings Plan for Organized Employees of Southern New England

 

86,897

 

Coca-Cola Bottling Company of St. Louis Bargaining Employees Savings and Investment Plan

 

48,379

 

Central States Coca-Cola Bottling Company Bargaining Savings Plan,

 

13,384

 

Great Lakes Canning 401(k) Plan for Union Employees

 

45,552

 

Lansing Matched Employees’ Savings and Investment Plan

 

32,557

 

Total

 

363,208

 

 

The Company is concurrently filing a Registration Statement on Form S-8 to register the Carried-Over Shares for issuance pursuant to the CCR Bargaining Plan.

 

In addition, this Post-Effective Amendment No. 2 to the Registration Statement is also deregistering the plan interests that were originally registered for issuance under the Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment Plan.

 

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 28th day of February 28, 2014.

 

 

 

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. 2 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 28, 2014

Muhtar Kent

 

(Principal executive officer)

 

 

 

 

 

 

 

/s/ Gary P. Fayard

 

Executive Vice President and Chief Financial Officer

 

February 28, 2014

Gary P. Fayard

 

(Principal financial officer)

 

 

 

 

 

 

 

/s/ Kathy N. Waller

 

Vice President, Finance and Controller

 

February 28, 2014

Kathy N. Waller

 

(Principal accounting officer)

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Herbert A. Allen

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Ronald W. Allen

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Ana Botín

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Howard G. Buffett

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Richard M. Daley

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Barry Diller

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Helene D. Gayle

 

 

 

 

 



 

Signature

 

Title

 

Date

 

 

 

 

 

*

 

Director

 

February 28, 2014

Evan G. Greenberg

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Alexis M. Herman

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Robert A. Kotick

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Maria Elena Lagomasino

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Donald F. McHenry

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Sam Nunn

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

James D. Robinson III

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Peter V. Ueberroth

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2014

Jacob Wallenberg

 

 

 

 

 

*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. 2 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of February, 2014.

 

COCA-COLA REFRESHMENTS SAVINGS AND INVESTMENT PLAN FOR CERTAIN BARGAINING EMPLOYEES

COCA-COLA REFRESHMENTS SAVINGS PLAN FOR ORGANIZED EMPLOYEES OF SOUTHERN NEW ENGLAND

COCA-COLA BOTTLING COMPANY OF ST. LOUIS BARGAINING EMPLOYEES SAVINGS AND INVESTMENT PLAN

CENTRAL STATES COCA-COLA BOTTLING COMPANY BARGAINING SAVINGS PLAN

GREAT LAKES CANNING 401(K) PLAN FOR UNION EMPLOYEES

LANSING MATCHED EMPLOYEES’ SAVINGS AND INVESTMENT PLAN

COCA-COLA REFRESHMENTS USA, INC. SUPPLEMENTAL MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN

 

By: 

/s/ Melody Hanna

 

Name: 

Melody Hanna

 

Title:

Chairman, The Coca-Cola Company

 

 

Benefits Committee