As filed with the Securities and Exchange Commission on April 20, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE COCA-COLA COMPANY
(Exact name of registrant as specified in its charter)
Delaware 58-0628465
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Coca-Cola Plaza
Atlanta, Georgia 30313
(Address, including zip code, of principal executive offices)
The Coca-Cola Company 1989 Restricted Stock Award Plan
(Full title of the plan)
Joseph R. Gladden, Jr., Esq.
Executive Vice President and General Counsel
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(Name and address of agent for service)
With a copy to:
Carol Crofoot Hayes, Esq.
Senior Finance Counsel and Assistant Secretary
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404) 676-2121
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering Registration
be registered registered per share (1) price (1) fee
- -----------------------------------------------------------------------------
Common Stock, 31,802,600 $47.4375 $1,508,635,837.50 $398,279.87 $
par value $.25 shares
per share
- -----------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sales
prices per share of Common Stock of The Coca-Cola Company as reported on the
New York Stock Exchange composite transactions reported in the Wall Street
Journal on April 18, 2000.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been previously filed by The Coca-Cola Company
(the "Company") with the Securities and Exchange Commission and are hereby
incorporated by reference into this Registration Statement as of their
respective dates:
(a) Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) Current Reports on Form 8-K filed January 26, 2000 and
February 18, 2000; and
(c) The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A filed under the
Exchange Act, including all amendments and reports filed for the purpose
of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereunder
have been sold or that deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of the filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
1. The consolidated financial statements and schedule of the Company
appearing (or incorporated by reference) in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports thereon
fincluded (or incorporated by reference) therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to
be included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
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2. The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Joseph R. Gladden, Jr., Executive Vice President
and General Counsel of the Company. On April 18, 2000, Mr. Gladden beneficially
owned 614,842 shares of Common Stock of the Company and, under stock option
plans of the Company, holds options to purchase 191,361 shares of Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify present and former directors,
officers, employees or agents for the corporation.
1. Article Tenth of the Certificate of Incorporation of the Registrant
provides:
"A. A director of the Corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived any improper personal benefit. If the Delaware
General Corporation Law is amended after approval by the stockholders of
this Article to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of
the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
"B. Any repeal or modification of Article Tenth, Paragraph A, by
the stockholders of the corporation shall not adversely affect any right
or protection of a director of the corporation existing at the time of
such repeal or modification."
2. Article Seventh of the By-Laws of the Registrant provides:
"Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS; INSURANCE.
The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company)
by reason of the fact that he is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interest of the Company, and, with respect to any criminal
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action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interest of the Company, and with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
"The Company shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of
the Company, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
"To the extent that a director, officer, employee or agent of the
Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the first two paragraphs of
this Section or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
"Any indemnification under the first two paragraphs of this Section
(unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because the applicable standard of conduct set forth
in the first two paragraphs of this Section has been met. Such
determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3) by the
shareholders.
"Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent
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to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company as authorized by this Section.
"The indemnification and advancement of expenses provided by or
granted pursuant to this Section shall not be deemed exclusive of any
other rights to which those indemnified or those who receive advances
may be entitled under any By-Law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
"The Company shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Company would
have the power to indemnify him against such liability under the
provisions of this Section.
"The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person."
The Company has purchased directors' and officers' liability insurance
covering many of the possible actions and omissions of persons acting or
failing to act in such capacities.
For the undertaking with respect to indemnification, see Item 9.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
4.1 The Coca-Cola Company 1989 Restricted Stock Award Plan, as
amended through February 17, 2000. (Incorporated by reference
to Exhibit No. 10.8 to the Annual Report on Form 10-K (File No.
1-2217) for the year ended December 31, 2000.)
5.1 Opinion of Joseph R. Gladden, Jr., Executive Vice President and
General Counsel of the Company, regarding the validity of the
securities being registered
23.1 Consent of Joseph R. Gladden, Jr., Executive Vice President and
General Counsel of the Company (included as part of Exhibit 5.1)
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23.2 Consent of Ernst & Young LLP
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the Registration Statement.
(2) That for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
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securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and 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
20th day of April, 2000.
THE COCA-COLA COMPANY
By: /s/ GARY P. FAYARD
Gary P. Fayard
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 20th day of April, 2000:
/s/ DOUGLAS N. DAFT
Douglas N. Daft
Chairman, Board of Directors, Chief
Executive Officer and a Director
(Principal Executive Officer)
/s/ GARY P. FAYARD
Gary P. Fayard
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
/s/ CONNIE D. MCDANIEL
Connie D. McDaniel
Vice President and Controller
(Principal Accounting Officer)
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Directors:
* *
- ------------------------------ ------------------------------
Herbert A. Allen Donald F. McHenry
* *
- ------------------------------ ------------------------------
Ronald W. Allen Sam Nunn
* *
- ------------------------------ ------------------------------
Cathleen P. Black Paul F. Oreffice
* *
- ------------------------------ ------------------------------
Warren E. Buffett James D. Robinson III
* *
- ------------------------------ ------------------------------
Susan B. King Peter V. Ueberroth
*
------------------------------
James B. Williams
* By: /s/ CAROL CROFOOT HAYES
------------------------------
Carol Crofoot Hayes
Attorney-in-Fact
Date: April 20, 2000
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INDEX TO EXHIBITS
-----------------
Exhibit
No. Exhibit
- ------- -------
4.1 The Coca-Cola Company 1989 Restricted Stock Award Plan, as
amended through February 17, 2000. (Incorporated by reference
to Exhibit No. 10.8 to the Annual Report on Form 10-K (File No.
1-2217) for the year ended December 31, 2000.)
5.1 Opinion of Joseph R. Gladden, Jr., Executive Vice President and
General Counsel of the Company, regarding the validity of the
securities being registered
23.1 Consent of Joseph R. Gladden, Jr., Executive Vice President and
General Counsel of the Company (included as part of Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Powers of Attorney