0001104659-11-068151.txt : 20111207 0001104659-11-068151.hdr.sgml : 20111207 20111207170859 ACCESSION NUMBER: 0001104659-11-068151 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20111207 DATE AS OF CHANGE: 20111207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA CO CENTRAL INDEX KEY: 0000021344 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 580628465 STATE OF INCORPORATION: DE FISCAL YEAR END: 0417 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-61531 FILM NUMBER: 111249164 BUSINESS ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 BUSINESS PHONE: 404-676-2121 MAIL ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 POS AM 1 a11-31182_2posam.htm POS AM

Registration No. 33-61531

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

(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, and telephone number, including area code, of Registrant’s Principal Executive Offices)

Geoffrey J. Kelly., Esq.

Senior Vice President and General 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)

Copies of all communications to:
Jared M. Brandman, Esq.
Securities Counsel

The Coca-Cola Company

One Coca-Cola Plaza

Atlanta, Georgia 30313

(404) 676-2121

Approximate date of commencement of proposed sale to the public: Not applicable

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

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.

Large Accelerated Filer x		Accelerated Filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 33-61531) (the “Registration Statement”) of The Coca-Cola Company (the “Company”), which was filed with the U.S. Securities and Exchange Commission on August 15, 1995. The Registration Statement registered 1,388,685 shares (the “Shares”) of the Company’s common stock, par value $0.25 per share. The Shares were registered to permit resales of such Shares by selling stockholders, as named in the Registration Statement, who acquired the Shares in connection with the Company’s acquisition of Barq’s Inc.

The Company seeks to deregister all Shares that remain unsold under the Registration Statement as of the date hereof because it no longer has an obligation to keep the Registration Statement effective pursuant to the terms of its registration rights agreement with the selling stockholders. Accordingly, in accordance with an undertaking made by the Company in Part II of the Registration Statement, the Company is filing this Post-Effective Amendment to remove from registration any and all Shares registered but unsold under the Registration Statement and to terminate the effectiveness of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.		Exhibits.
24		Power of Attorney

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-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement of Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 7th day of December, 2011.

	THE COCA-COLA COMPANY


	By:	/s/ Gary P. Fayard
		Gary P. Fayard
		Executive Vice President and
		Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 has been signed by the following persons in the capacities indicated as of the 7th day of December, 2011:

Signature	Title	Date

*	Chairman, Board of Directors, Chief Executive Officer and a Director (Principal executive officer)	December 7, 2011
Muhtar Kent		December 7, 2011

/s/ Gary P. Fayard	Executive Vice President and Chief Financial Officer (Principal financial officer)	December 7, 2011
Gary P. Fayard		December 7, 2011

/s/ Kathy N. Waller	Vice President and Controller (Principal accounting officer)	December 7, 2011
Kathy N. Waller		December 7, 2011

*	Director	December 7, 2011
Herbert A. Allen

*	Director	December 7, 2011
Ronald W. Allen

*	Director	December 7, 2011
Howard G. Buffett

*	Director	December 7, 2011
Barry Diller

*	Director	December 7, 2011
Evan G. Greenberg

*	Director	December 7, 2011
Alexis M. Herman

*	Director	December 7, 2011
Donald R. Keough

*	Director	December 7, 2011
Maria Elena Lagomasino

Signature		Title	Date

*		Director	December 7, 2011
Donald F. McHenry

*		Director	December 7, 2011
Sam Nunn

*		Director	December 7, 2011
James D. Robinson III

*		Director	December 7, 2011
Peter V. Ueberroth

*		Director	December 7, 2011
Jacob Wallenberg

*		Director	December 7, 2011
James B. Williams


*By:	/s/ Gloria K. Bowden
	Gloria K. Bowden
	Attorney-in-Fact

EX-24 2 a11-31182_2ex24.htm EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS THAT each person whose signature appears below, does hereby appoint GARY P. FAYARD, Executive Vice President and Chief Financial Officer of The Coca-Cola Company (the “Company”), GEOFFREY J. KELLY, Senior Vice President and General Counsel of the Company, and GLORIA K. BOWDEN, Associate General Counsel and Secretary of the Company, or any one of them, as such person’s true and lawful attorney for such person and in such person’s name for the purpose of executing on such person’s behalf the Company’s (i) Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-59936), Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 33-61531), Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 2-98787) and Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-59938), (ii) any additional post-effective amendments or other amendments to the foregoing Registration Statements, and (iii) any other document or instrument deemed necessary or appropriate by any of them in connection with causing any such Post-Effective Amendment, including any exhibits thereto, and other documents in connection therewith, or any subsequent amendment or supplement to such Registration Statement to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.