Amendment No. 1 to Form S-8

Registration No. 333-90221

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

LOGO

 

COCA-COLA ENTERPRISES INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   58-0503352

(State or other jurisdiction of incorporation

or organization)

   (IRS Employer Identification No.)

 

2500 Windy Ridge Parkway, Atlanta, Georgia 30339

(Address of principal executive offices, including Zip Code)

 

COCA-COLA ENTERPRISES SAVINGS PLAN FOR

ORGANIZED EMPLOYEES OF SOUTHERN NEW ENGLAND

(Full title of the plan)

 

John J. Culhane, Esq.

General Counsel

Coca-Cola Enterprises Inc.

2500 Windy Ridge Parkway

Atlanta, GA 30339

(Name and address of agent for service)

 

(770) 989-3000

(Telephone number, including area code, of agent for service)

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

 

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

 

(a) the Registrant’s Annual Report on Form 10-K filed pursuant to Section 13 of the Securities Exchange Act of 1934 for its fiscal year ended December 31, 2003;

 

(b) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 2003;

 

(c) the description of the Registrant’s common stock to be offered hereby which is contained in the registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendments or reports filed for the purpose of updating such description.

 

(d) The Annual Report on Form 11-K for the Coca-Cola Enterprises Savings Plan for Organized Employees of Southern New England for its fiscal year ended December 31, 2003.

 

All documents filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated hereby by reference and to be a part hereof from the date of filing of such documents.

 

ITEM 8. EXHIBITS.

 

4.1 Restated Certificate of Incorporation of Coca-Cola Enterprises (restated as of April 15, 1992), as amended by Certificate of Amendment dated April 21, 1997 and by Certificate of Amendment dated April 26, 2000, incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K (Date of Report July 22, 1997) and Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000.

 

4.2 Bylaws of Coca-Cola Enterprises, as amended through July 27, 2004, incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2004.

 

23 Consent of Ernst & Young LLP.

 

24.1 Powers of Attorney.

 

24.2 Resolution of Board of Directors.

 

An opinion of counsel is not being filed because the securities being registered are not original issuance securities, and the Registrant undertakes to submit the Plan and any amendments thereto to the Internal Revenue Service (the “Service”) in order to secure a determination letter in a timely manner and will make all changes required by the Service in order to qualify the Plan and obtain such letter.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 16th day of August, 2004.

 

COCA-COLA ENTERPRISES INC.

         

(Registrant)

         

JOHN R. ALM*

John R. Alm

         

President and Chief Executive Officer

         

 

Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities and on the dates indicated.

 

JOHN R. ALM*

(John R. Alm)

    President, Chief Executive Officer and a Director (principal executive officer)   August 16, 2004

SHAUN B. HIGGINS*

(Shaun B. Higgins)

    Senior Vice President and Chief Financial Officer (principal financial officer)   August 16, 2004

WILLIAM W. DOUGLAS, III*

(William W. Douglas, III)

    Vice President, Controller and Principal Accounting Officer (principal accounting officer)   August 16, 2004

LOWRY F. KLINE*

(Lowry F. Kline)

   

Director

   August 16, 2004

JOHN L. CLENDENIN*

(John L. Clendenin)

   

Director

   August 16, 2004

JAMES E. COPELAND, JR.*

(James E. Copeland, Jr.)

   

Director

   August 16, 2004

CALVIN DARDEN*

(Calvin Darden)

   

Director

   August 16, 2004

J. TREVOR EYTON*

(J. Trevor Eyton)

   

Director

   August 16, 2004

 

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GARY P. FAYARD*

(Gary P. Fayard)

   

Director

   August 16, 2004

MARVIN J. HERB*

(Marvin J. Herb)

   

Director

   August 16, 2004

STEVEN J. HEYER*

(Steven J. Heyer)

   

Director

   August 16, 2004

L. PHILLIP HUMANN*

(L. Phillip Humann)

   

Director

   August 16, 2004

JOHN E. JACOB*

(John E. Jacob)

   

Director

   August 16, 2004

SUMMERFIELD K. JOHNSTON, JR. *

(Summerfield K. Johnston, Jr.)

   

Director

   August 16, 2004

JEAN-CLAUDE KILLY*

(Jean-Claude Killy)

   

Director

   August 16, 2004

PAULA G. ROSPUT*

(Paula G. Rosput)

   

Director

   August 16, 2004

 

*By:  

/S/ JOHN J. CULHANE

   

John J. Culhane

   

Attorney-in-Fact

 

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The Plan. 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 16, 2004.

 

COCA-COLA ENTERPRISES INC.

By:   GLOBAL RETIREMENT PROGRAM COMMITTEE
By:  

/S/ VICKI R. PALMER

   

Vicki R. Palmer

Title:

  

Chairperson

 

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INDEX TO EXHIBITS

 

Exhibit Number
     
4.1      Restated Certificate of Incorporation of Coca-Cola Enterprises (restated as of April 15, 1992), as amended by Certificate of Amendment dated April 21, 1997 and by Certificate of Amendment dated April 26, 2000, incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K (Date of Report July 22, 1997) and Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000.
4.2      Bylaws of Coca-Cola Enterprises, as amended through July 27, 2004, incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2004.
23       Consent of Ernst & Young LLP.
24.1    Powers of Attorney.
24.2    Resolution of Board of Directors.

 

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