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

Registration No. 333-179708

 

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)

 

 

The Coca-Cola Refreshments 401(k) Plan for Ontario

The Philadelphia Coca-Cola Bottling Company 401(k) Union Plan

The Coca-Cola Company 401(k) Plan for Portland

(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):

 

Classified - Unclassified

 

 

 

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 February 27, 2012  (File No. 333-179708) (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 401(k) Plan for Ontario, The Philadelphia Coca-Cola Bottling Company 401(k) Union Plan and The Coca-Cola Company 401(k) Plan for Portland  (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 105,983 shares of the Company’s Common Stock (the “Carried-Over Shares”), which represents the shares that remained unissued and available under the Merged Plans and the Registration Statement 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 401(k) Plan for Ontario		81,355
The Philadelphia Coca-Cola Bottling Company 401(k) Union Plan		4,915
The Coca-Cola Company 401(k) Plan for Portland		19,713
Total		105,983

 

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.

 

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 (Principal executive officer)		February 28, 2014
Muhtar Kent
/s/ Gary P. Fayard		Executive Vice President and Chief Financial Officer (Principal financial officer)		February 28, 2014
Gary P. Fayard
/s/ Kathy N. Waller		Vice President, Finance and Controller (Principal accounting officer)		February 28, 2014
Kathy N. Waller
*		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.

 

	The Coca-Cola Refreshments 401(k) Plan for Ontario
	The Philadelphia Coca-Cola Bottling Company 401(k) Union Plan
	The Coca-Cola Company 401(k) Plan for Portland
	By:	/s/ Melody Hanna
		Name:	Melody Hanna
		Title:	Chairperson, The Coca-Cola Company Benefits Committee