S-8 POS

As filed with the Securities and Exchange Commission on October 1, 2010

Registration No. 33-58697

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT NO. 33-58697

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. 1 relates to the Registration Statement on Form S-8 (File No. 33-58697) (the “Registration Statement”) of Coca-Cola Enterprises Inc. (the “Company”), which was filed with the Securities and Exchange Commission on April 19, 1995. 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.

2

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. 1 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. 1 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

3

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

4

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
24.1	Powers of Attorney
24.2	Resolution of the Board of Directors

5

EX-24.1

EXHIBIT 24.1

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints each of John R. Parker, Jr., William T. Plybon, and Suzanne N. Forlidas, or any of them, the undersigned’s true and lawful attorney-in-fact to execute and file on behalf of the undersigned in the undersigned’s capacity as a Director and /or Executive Officer of Coca-Cola Enterprises Inc. (“CCE”) and/or International CCE Inc. (“New CCE”) all necessary and/or required registration statements filed or required to be filed by the undersigned or CCE with the Securities and Exchange Commission (“SEC”), any stock exchanges or any governmental official or agency, and any certificates, agreements or documents necessary to effect the Merger and Separation as such terms are defined in the Business Separation and Merger Agreement, dated as of February 25, 2010 by and among Coca-Cola Enterprises Inc., International CCE Inc., The Coca-Cola Company and Cobalt Subsidiary LLC, as amended from time to time, including without limitation:

1) execute and file Registration Statements on Form S-8 under the Securities Act of 1933 and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Registration Statements on Form S-8, including any amendments or supplements thereto, and timely file such form; and

2) execute and file Registration Statements on Form S-3 under the Securities Act of 1933 and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Registration Statements on Form S-3, including any amendments or supplements thereto, and timely file such form.

Each such attorney in fact is authorized to take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the attorneys-in-fact named herein shall have the power to act hereunder with or without the other.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of September 27, 2010.

/S/ JOHN F. BROCK	/S/ WILLIAM W. DOUGLAS III
/S/ SUZANNE D. PATTERSON	/S/ FERNANDO AGUIRRE
/S/ CALVIN DARDEN	/S/ IRIAL FINAN
/S/ L. PHILLIP HUMANN	/S/ ORRIN H. INGRAM II
/S/ DONNA A. JAMES	/S/ THOMAS H. JOHNSON
/S/ SUZANNE B. LABARGE	/S/ VERONIQUE MORALI
/S/ CURTIS R. WELLING	/S/ PHOEBE A. WOOD

EX-24.2

EXHIBIT 24.2

COCA-COLA ENTERPRISES INC.

MEETING OF THE BOARD OF DIRECTORS

ATLANTA, GEORGIA

September 27, 2010

Resolutions approving filings of registration statements on Form S-8, including post-effective amendments

thereto, on behalf of Coca-Cola Enterprises Inc. and International CCE Inc.

RESOLVED, that Coca-Cola Enterprises Inc. (“CCE”) be, and it hereby is, authorized to file post-effective amendments to each of the following registration statements on Form S-8 in order to deregister any securities that have not been issued in connection with any such registration statements:

• Coca-Cola Enterprises Inc. Savings and Investment Plan (File No. 33-18039);

• Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan (File No. 33-53229);

• Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan (File No. 33-58697);

• Coca-Cola Enterprises Inc. Deferred Compensation Plan for Non-Employee Director Compensation (File No. 33-65257);

• Coca-Cola Enterprises Inc. Savings and Investment Plan for Certain Bargaining Employees (File No. 33-65413);

• Coca-Cola Enterprises Inc. Supplemental Matched Employee Savings and Investment Plan (File No. 33-65261);

• Coca-Cola Enterprises Inc. 1997 Stock Option Plan (File No. 333-26173);

• Coca-Cola Enterprises Inc. Directors Stock Option Plan (File No. 333-26181);

• Coca-Cola Enterprises Inc. Deferred Compensation Plan For Nonemployee Director Compensation (File No. 333-47353);

• Coca-Cola Beverages Ltd. Employee Savings Investment Plan (File No. 333-51573);

• The Coca-Cola Bottling Company of New York, Inc. Savings and Investment Plan (File No. 333-51575);

• Reglement Du Plan D’Epargne de la Societe Coca-Cola Entreprise S.A. (File No. 333-51559);

• Coca-Cola & Schweppes Employee Share Ownership Plan (File No. 333-63413);

• Coca-Cola Enterprises Inc. 1999 Stock Option Plan (File No. 333-77801);

• Coca-Cola Enterprises Inc. Stock Deferral Plan (File No. 333-77805);

• Reglement Du Plan D’Epargne de la Societe Coca-Cola Enterprise S.A. (File No. 333-77809);

• Coca-Cola Enterprises Inc. Deferred Compensation Plan for Non-Employee Directors (File No. 333-118403);

• Coca-Cola Enterprises Inc. Supplemental Matched Employee Savings and Investment Plan (File No. 333-118405);

• Coca-Cola Enterprises Inc. Stock Deferral Plan (File No. 333-124631);

• Coca-Cola Enterprises Bargaining Employees’ 401(k) Plan (File No. 333-97803);

• Coca-Cola Enterprises Inc. Supplemental Matched Employees Saving and Investment Plan (File No. 333-90229);

• Great Lakes Canning 401(k) Plan for Union Employees (File No. 333-97845);

• Coca-Cola Enterprises Savings Plan for Organized Employees of Southern New England (File No. 333-90221);

• Coca-Cola Enterprises Inc. 2007 Incentive Award Plan (File No. 333-146029);

• Coca-Cola Enterprises Ltd. UK Employee Share Plan (File No. 333-134255);

• Coca-Cola Enterprises Inc. Stock Deferral Plan (File No. 333-118404);

• Coca-Cola Enterprises Inc. 2003 Stock Savings Plan (File No. 333-118402);

• Coca-Cola Enterprises Inc. 2004 Stock Award Plan (File No. 333-118401);

• Coca-Cola Enterprises Inc. Restricted Stock Deferral Plan (File No. 333-55960);

• Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan (File No. 333-90245);

• Coca-Cola Enterprises Inc. 2001 Stock Option Plan (File No. 333-55896);

• Coca-Cola Enterprises Inc. 2001 Restricted Stock Award Plan (File No. 333-55894);

• Coca-Cola Enterprises Inc. 2000 Restricted Stock Awards (File No. 333-31516);

• Lansing Matched Employees’ Savings and Investment Plan (File No. 333-90225);

• Coca-Cola Bottling Company of St. Louis Bargaining Employees’ Savings and Investment Plan (File No. 333-90223);

• Central States Coca-Cola Bottling Company Bargaining Savings Plan (File No. 333-90219);

• Coca-Cola Enterprises Inc. Savings and Investment Plan for Certain Bargaining Employees (File No. 333-90217).

FURTHER RESOLVED, that International CCE Inc. (“New CCE”) be, and it hereby is, authorized to file registration statements on Form S-8 to register securities underlying the following plans:

• Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan;

• Coca-Cola Enterprises UK Employee Share Plan;

• Coca-Cola Enterprises Belgian and Luxembourg Stock Savings Plan;

• Coca-Cola Enterprises, Inc. Deferred Compensation Plan for Nonemployee Directors;

• Coca-Cola Enterprises, Inc. Supplemental Savings Plan;

FURTHER RESOLVED, that International CCE Inc. (“New CCE”) be, and it hereby is, authorized to file a post-effective amendment to the registration statement on Form S-8 in connection with the following plan:

• Coca-Cola Enterprises, Inc. Legacy Long-Term Incentive Plan.

FURTHER RESOLVED, that John R. Parker, Jr., William T. Plybon and Suzanne N. Forlidas be, and each of them hereby is, authorized, in the name and on behalf of CCE and New CCE, to act as attorney in fact for any officer of CCE and New CCE that is required to execute any of the registration statements on Form S-8 noted above, including post-effective amendments thereto; and

FURTHER RESOLVED, that John R. Parker, Jr. be, and he hereby is, designated and appointed as the agent for service of CCE and New CCE in all matters related to each such registration statements; and

FURTHER RESOLVED, that any officer of CCE and New CCE, or such other person or persons as the chief executive officer of CCE or New CCE, as the case may be, or his designee may appoint, be, and each of them hereby is, authorized to execute, in the name and on behalf of CCE or New CCE, as applicable, and under its respective corporate seal or otherwise, deliver and file any agreement, instrument, certificate or any other document, or any amendment or supplement thereto, and to take any other action that such person may deem appropriate to carry out the intent and purpose of the preceding resolutions and to effect the transactions contemplated thereby.