As filed with the Securities and Exchange Commission on October 1, 2010
Registration No. 333-90245
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT NO. 333-90245
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA ENTERPRISES INC.
(Exact name of registrant as specified in its charter)
| Delaware | 58-0503352 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) | |
| 2500 Windy Ridge Parkway, Atlanta, Georgia |
30339 | |
| (Address of principal executive offices) | (Zip Code) | |
COCA-COLA ENTERPRISES INC.
MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
| John R. Parker Jr., Esq. Senior Vice President and General Counsel Coca-Cola Enterprises Inc. 2500 Windy Ridge Parkway Atlanta, GA 30339 (770) 989-3000 (Name, address and telephone number of agent for service) |
Copy to:
Harry S. Pangas, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., N.W. Washington, D.C. 20004 (202) 383-0100 |
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 | ¨ | |||
| Non-Accelerated Filer | ¨(Do not check if a smaller reporting company) | Smaller Reporting Company | ¨ | |||
EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8 (File No. 333-90245) of Coca-Cola Enterprises Inc. (the “Company”), which was filed with the Securities and Exchange Commission on November 3, 1999 and amended by Post-Effective Amendment No. 1 on August 20, 2004 (the “Registration Statement”). The Registration Statement registered shares of the Company’s common stock for issuance pursuant to the Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan (the “Plan”).
This Amendment is being filed for the sole purpose of terminating the Registration Statement and deregistering any unissued shares previously registered under the Registration Statement and issuable under the Plan. The Company hereby removes from registration any and all unissued shares of common stock registered under the Registration Statement.
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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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 1st day of October, 2010.
| COCA-COLA ENTERPRISES INC. (Registrant) | ||
| By: | /s/ JOHN F. BROCK* | |
| John F. Brock, | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| JOHN F. BROCK* (John F. Brock) |
President, Chief Executive Officer and a Director (principal executive officer) | October 1, 2010 | ||
| WILLIAM W. DOUGLAS III* (William W. Douglas III) |
Executive Vice President and Chief Financial Officer (principal financial officer) | October 1, 2010 | ||
| SUZANNE D. PATTERSON* (Suzanne D. Patterson) |
Vice President, Controller and Chief Accounting Officer (principal accounting officer) | October 1, 2010 | ||
| FERNANDO AGUIRRE* (Fernando Aguirre) |
Director | October 1, 2010 | ||
| CALVIN DARDEN* (Calvin Darden) |
Director | October 1, 2010 | ||
| IRIAL FINAN* (Irial Finan) |
Director | October 1, 2010 | ||
| L. PHILLIP HUMANN* (L. Phillip Humann) |
Director | October 1, 2010 | ||
| ORRIN H. INGRAM II* (Orrin H. Ingram II) |
Director | October 1, 2010 | ||
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| DONNA A. JAMES* (Donna A. James) |
Director | October 1, 2010 | ||
| THOMAS H. JOHNSON* (Thomas H. Johnson) |
Director | October 1, 2010 | ||
| VERONIQUE MORALI* (Veronique Morali) |
Director | October 1, 2010 | ||
| CURTIS R. WELLING* (Curtis R. Welling) |
Director | October 1, 2010 | ||
| PHOEBE A. WOOD* (Phoebe A. Wood) |
Director | October 1, 2010 | ||
| SUZANNE B. LABARGE* (Suzanne B. Labarge) |
Director | October 1, 2010 | ||
| *By: | /s/ John R. Parker, Jr. | |
| John R. Parker, Jr. | ||
| Attorney-in-Fact |
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EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 24.1 | Powers of Attorney | |
| 24.2 | Resolution of the Board of Directors | |
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