s-8 restricted stock award plan

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJqynuPdrmrbkMD9qjqRdYEcwEIPcThv+/FcJZvo5qLsF3PJRT2i7LIbyKzQso1K zpJDWpyovcNyuLhFG44Rvg== 0000804055-01-500004.txt : 20010224 0000804055-01-500004.hdr.sgml : 20010224 ACCESSION NUMBER: 0000804055-01-500004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010220 EFFECTIVENESS DATE: 20010220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA ENTERPRISES INC CENTRAL INDEX KEY: 0000804055 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 580503352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55894 FILM NUMBER: 1550258 BUSINESS ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709893000 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY CITY: ATLANTA STATE: GA ZIP: 30339 S-8 1 seightrsp.htm RESTRICTED STOCK AWARD PLAN s-8 restricted stock award plan

Registration No. 33-________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

(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.
2001 RESTRICTED STOCK AWARD 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
(Name and address of agent for service)

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

CALCULATION OF REGISTRATION FEE

Title of
securities to
be registered

Amount to be
registered

Proposed
Maximum
Offering price
per share

Proposed
maximum
aggregate
offering
price

Amount of
registration
fee

Coca-Cola Enterprises Inc. Common Stock, $1.00 par value

5,000,000 shares

$20.90(1)

$104,500,000(1)

$26,125

(1) Determined in accordance with Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices reported on the New York Stock Exchange on February 15, 2001.

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, 1999;

(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, 1999;

(c) the description of the registrant's common stock to be offered hereby which is contained in the registration statement filed on Form 8-A on October 28, 1986, under Section 12 of the Securities Exchange Act of 1934, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the registrant 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 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article Sixth of the Registrant's Restated Certificate of Incorporation provides for the elimination of personal liability of directors of the Registrant for monetary damages for breaches of certain of their fiduciary duties to the full extent permitted by Section 102(b)(7) of the General Corporation Law of Delaware (the "GCL"). Section 102(b)(7) of the GCL enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of members of its board of directors to the corporation or its shareholders for monetary damages for violations of a director's fiduciary duty of care. Such a provision has no effect on the availability of equitable remedies, such as an injunction or rescission, for breach of fiduciary duty. In addition, no such provision may eliminate or limit the liability of a director for breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating the law, paying an unlawful dividend or approving an illegal stock repurchase in violation of the statute, or obtaining an improper personal benefit.

Article Eleventh of the Registrant's Restated Certificate of Incorporation provides for indemnification of directors, officers and employees to the extent permitted by the GCL. Section 145 of the GCL authorizes indemnification of directors, officers, employees and agents from and against expenses (including attorney's fees), judgments, fines and amounts paid in settlement reasonably incurred by them in connection with any civil, criminal, administrative or investigative claim or proceeding (including civil actions brought as derivative actions by or in the right of the corporation but only to the extent of expenses reasonably incurred in defending or settling such action) in which they may become involved by reason of being a director, officer, employee or agent of the corporation. The section permits indemnification if the individual acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation and, in addition, in criminal actions, if he had no reasonable cause to believe his conduct to be unlawful. If, in an action brought by or in the right of the corporation, the individual is adjudged to be liable to the corporation, he may be indemnified for expenses only to the extent that the court finds to be proper. Present or former directors or officers who are successful in defense of any claim against them are entitled to indemnification as of right against expenses reasonably incurred in connection therewith. Otherwise, with respect to current directors or officers, indemnification shall be made (unless otherwise ordered by a court) only if a majority of the disinterested directors, a committee of disinterested directors, independent legal counsel or the stockholders determine that the applicable standard of conduct has been met. Section 145 authorizes such indemnity for persons who, at the request of the corporation, act as directors, officers, employees or agents of other corporations, partnerships or other enterprises.

The Registrant maintains directors and officers liability insurance which insures against liabilities that directors or officers of the Registrant may incur in such capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

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 as of April 21, 1997 and Certificate of Amendment dated as of April 14, 2000, incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated May 12, 2000.

4.2    Bylaws of Coca-Cola Enterprises as amended through July 18, 2000, incorporated by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q July 28, 2000.

5.1    Opinion regarding legality of the securities being registered.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of John R. Parker, Jr., included in Exhibit 5.

24.1 Powers of Attorney.

24.2 Resolution of Board of Directors.

ITEM 9. UNDERTAKINGS.

A. Rule 415 Offering.

The undersigned registrant 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;

(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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 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. Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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. Filing of Registration Statement on Form S-8.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

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 16th day of February, 2001.

COCA-COLA ENTERPRISES INC.

(Registrant)

By: Summerfield K. Johnston, Jr. *
Summerfield K. Johnston, Jr.,
Chairman of the Board 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.

SUMMERFIELD K. JOHNSTON, JR.* (Summerfield K. Johnston, Jr.)	Chairman of the Board and Chief Executive Officer and a Director (principal executive officer)	February 16, 2001
PATRICK J. MANNELLY* (Patrick J. Mannelly)	Senior Vice President and Chief Financial Officer (principal financial officer)	February 16, 2001
MICHAEL P. COGHLAN* (Michael P. Coghlan)	Vice President, Controller and Principal Accounting Officer (principal accounting officer)	February 16, 2001
HOWARD G. BUFFETT* (Howard G. Buffett)	Director	February 16, 2001
JAMES E. CHESTNUT* (James E. Chestnut)	Director	February 16, 2001
JOHN L. CLENDENIN* (John L. Clendenin)	Director	February 16, 2001
JOHNNETTA B. COLE* (Johnnetta B. Cole)	Director	February 16, 2001
J. TREVOR EYTON* (J. Trevor Eyton)	Director	February 16, 2001
JOSEPH R. GLADDEN, JR.* (Joseph R. Gladden, Jr.)	Director	February 16, 2001
L. PHILLIP HUMANN* (L. Phillip Humann)	Director	February 16, 2001
JOHN E. JACOB* (John E. Jacob)	Director	February 16, 2001
ROBERT A. KELLER* (Robert A. Keller)	Director	February 16, 2001
JEAN-CLAUDE KILLY* (Jean-Claude Killy)	Director	February 16, 2001
LOWRY F. KLINE* (Lowry F. Kline)	Vice Chairman and Chief Administrative Officer and a Director	February 16, 2001
Scott L. PROBASCO, JR.* (Scott L. Probasco, Jr.)	Director	February 16, 2001

*By: S/ JOHN R. PARKER JR.
       John R. Parker, Jr.
       Attorney-in-Fact

EX-5.1 2 jrpoprestk.htm OPINION AND CONSENT OF GENERAL COUNSEL opinion letter of general counsel for s-8 for restricted stock award plan

EXHIBIT 5.1

John R. Parker, Jr.
Vice President and
General Counsel

P. O. Box 723040
Atlanta, GA 31139-0040
770-989-3169
770-989-3528 FAX

February 16, 2001

Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, GA 30339

Re: Form S-8 Registration Statement of Coca-Cola Enterprises Inc.; Registration of 5,000,000 Shares of Common Stock, $1 par value, under the Coca-Cola Enterprises Inc. 2001 Restricted Stock Award Plan

Ladies and Gentlemen:

I am the Senior Vice President and General Counsel for Coca-Cola Enterprises Inc., a Delaware corporation (the "Company"), and have acted as counsel to the Company in connection with the execution and filing of the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on the date hereof (the "Registration Statement"), providing for the registration of 5,000,000 shares of Common Stock, $1 par value per share, of the Company (the "Shares"), issuable by the Company in connection with the Coca-Cola Enterprises Inc. 2001 Restricted Stock Award Plan (the "Plan"). I am rendering this opinion to you pursuant to Item 601(b)(5) of Regulation S-K.

As counsel for the Company, I am generally familiar with the corporate affairs of the Company and its subsidiaries and the terms of the Plan. In furnishing this opinion, I have examined such corporate and other records as I have deemed necessary or appropriate to provide a basis for the opinion set forth below. This opinion is given as of the date hereof and is based upon facts and conditions presently known and laws and regulations presently in effect.

On the basis of the foregoing, I am of the opinion that the Shares, when issued in accordance with the Plan, will be legally issued, fully paid and nonassessable shares of Common Stock of the Company. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

S/ JOHN R. PARKER, JR.

John R. Parker, Jr.

EX-23.1 3 conrsap.htm CONSENT OF AUDITORS EXHIBIT 23 to S-8 for Restricted Stock Award Plan

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Coca-Cola Enterprises Inc. 2001 Restricted Stock Award Plan of our report dated January 24, 2000, with respect to the consolidated financial statements and schedule of Coca-Cola Enterprises Inc. included and/or incorporated by reference in Coca-Cola Enterprises Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Atlanta, Georgia
February 13, 2001

EX-24.1 4 decpower.htm POWERS OF ATTORNEY POWER OF ATTORNEY

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, SUMMERFIELD K. JOHNSTON, JR., Chairman of the Board and Chief Executive Officer and a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint J. Guy Beatty, Jr., Secretary of the Company, E. Liston Bishop III, Vice President and Deputy General Counsel of the Company, Lowry F. Kline, Vice Chairman and Chief Administrative Officer of the Company, and John R. Parker, Jr., Senior Vice President and General Counsel of the Company, or any one of them, my true and lawful attorney for me and in my name for the purpose of executing on my behalf a registration statement on Form S-8 in connection with each of the following plans: the Coca-Cola Enterprises Inc. Restricted Stock Deferral Plan (Effective January 1, 2001), the Coca-Cola Enterprises Inc. 2001 Stock Option Plan, and the Coca-Cola Enterprises Inc. 2001 Restricted Stock Award Plan, and causing such registration statements to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.