S-8

Registration No. 33-38771

 


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

 

 

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 INC.

1990 MANAGEMENT STOCK OPTION PLAN

(Full title of the Plan)

 

John J. Culhane, Esq.

Executive Vice President and General Counsel

Coca-Cola Enterprises Inc.

2500 Windy Ridge Parkway

Atlanta, GA 30339

(Name and address of agent for service)

 

Telephone number, including area code, of agent for service: (770) 989-3000

 


 

DEREGISTRATION

            The Registration Statement on Form S-8 (Registration No. 33-38771) (the “Registration Statement”) of Coca-Cola Enterprises Inc. (the “Company”) pertaining to the registration of 6,000,000 shares (adjusted for a three-for-one stock split on May 1, 1997) of the Company’s common stock in connection with the Company’s 1990 Management Stock Option Plan (the “Plan”) was filed with the Securities and Exchange Commission on January 31, 1991.  The Company has terminated the Plan, and 3,339,919 shares registered in connection with the Plan were never issued.  Pursuant to an undertaking made by the Company in the Registration Statement, the Company hereby removes 3,339,919 shares from registration.

 

 


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 1st day of  March, 2005.

 

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)   March 1, 2005

SHAUN B. HIGGINS*


(Shaun B. Higgins)

   Executive Vice President and Chief Financial Officer (principal financial officer)   March 1, 2005

WILLIAM W. DOUGLAS, III*


(William W. Douglas, III)

   Vice President, Controller and Principal Accounting Officer (principal accounting officer)   March 1, 2005

LOWRY F. KLINE*


(Lowry F. Kline)

   Director   March 1, 2005

JOHN L. CLENDENIN*


(John L. Clendenin)

   Director   March 1, 2005

JAMES E. COPELAND, JR.*


(James E. Copeland, Jr.)

   Director   March 1, 2005

CALVIN DARDEN*


(Calvin Darden)

   Director   March 1, 2005

J. TREVOR EYTON*


(J. Trevor Eyton)

   Director   March 1, 2005

GARY P. FAYARD*


(Gary P. Fayard)

   Director   March 1, 2005

MARVIN J. HERB*


(Marvin J. Herb)

   Director   March 1, 2005

L. PHILLIP HUMANN*


(L. Phillip Humann)

   Director   March 1, 2005

JOHN E. JACOB*


(John E. Jacob)

   Director   March 1, 2005

JEAN-CLAUDE KILLY*


(Jean-Claude Killy)

   Director   March 1, 2005

PAULA R. REYNOLDS*


(Paula R. Reynolds)

   Director   March 1, 2005

 

*By:    /S/ JOHN J. CULHANE
   

John J. Culhane

Attorney-in-Fact

 


EXHIBIT INDEX

 

 

Exhibit No.

  

Description of Exhibit


24.1    Powers of Attorney.
24.2    Resolution of the Board of Directors.