s8pos333121092.htm
As filed with the Securities and Exchange Commission on February 19, 2010
Registration No. 333-121092
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
McDonald’s Corporation
(Exact name of registrant as specified in its charter)
Delaware |
36-2361282 |
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification Number) |
One McDonald’s Plaza, Oak Brook, Illinois |
60523-1900 |
(Address of Principal Executive Offices) |
(Zip Code) |
McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN
(FORMERLY KNOWN AS THE McDONALD’S CORPORATION PROFIT SHARING PROGRAM)
McDONALD’S VENTURES 401(k) PLAN
McDONALD’S EXCESS BENEFIT AND DEFERRED BONUS PLAN
(Full title of the plan)
Corporate Executive Vice President,
General Counsel and Secretary
McDonald’s Corporation
One McDonald’s Plaza
Oak Brook, Illinois 60523-1900
(Name and address of agent for service)
(630) 623-3000
(Telephone number, including area code, of agent for service)
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 ¨ |
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Non-accelerated filer ¨
(Do not check if a smaller reporting company) |
Smaller reporting company ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-121092) filed by McDonald’s Corporation
(the “Registrant”) with the U.S. Securities and Exchange Commission on December 8, 2004 (the “Registration Statement”) to register (i) 7,000,000 shares of the Registrant’s Common Stock for issuance under the McDonald’s Corporation Profit Sharing and Savings Plan (the “Profit Sharing Plan”); (ii) 1,000,000 shares of the Registrant’s Common Stock for issuance under the McDonald’s Ventures 401(k) Plan (the “Ventures Plan”); (iii) an indeterminate
amount of participants’ interests in the Profit Sharing Plan and the Ventures Plan; and (iv) $100,000,000 of the Registrant’s Deferred Compensation Obligations to pay deferred compensation under the McDonald’s Excess Benefit and Deferred Bonus Plan (the “Excess Benefit Plan”).
As of the date of this Post-Effective Amendment, all of the Common Stock registered for issuance under the Profit Sharing Plan has been issued, and the full amount of Deferred Compensation Obligations has been utilized by the Excess Benefit Plan. Approximately 727,507 shares of Common
Stock remain available for issuance under the Ventures Plan; however, the Ventures Plan was merged with and into the Profit Sharing Plan, and all assets of the Ventures Plan were transferred to the Profit Sharing Plan, as of December 17, 2007.
In accordance with the Registrant’s undertaking in Part II, Item 9(c) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all securities registered but remaining unsold under the Registration Statement and to terminate the
effectiveness of the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. |
Exhibits. |
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24 |
Power of Attorney |
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Oak Brook, State of Illinois, on this 19th day of February, 2010.
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McDONALD’S CORPORATION |
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By: |
/s/ Gloria Santona |
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Gloria Santona |
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Corporate Executive Vice President, |
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General Counsel and Secretary |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Date |
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* |
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February 19, 2010 |
Susan E. Arnold |
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Director |
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* |
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February 19, 2010 |
Peter J. Bensen |
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Corporate Executive Vice President and Chief Financial Officer |
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* |
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February 19, 2010 |
Robert A. Eckert |
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Director |
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* |
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February 19, 2010 |
Enrique Hernandez, Jr. |
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Director |
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* |
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February 19, 2010 |
Jeanne P. Jackson |
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Director |
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* |
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February 19, 2010 |
Richard H. Lenny |
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Director |
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* |
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February 19, 2010 |
Walter E. Massey |
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Director |
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* |
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February 19, 2010 |
Andrew J. McKenna |
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Chairman of the Board and Director |
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* |
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February 19, 2010 |
Cary D. McMillan |
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Director |
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* |
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February 19, 2010 |
Kevin M. Ozan |
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Corporate Senior Vice President - Controller |
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February 19, 2010 |
Sheila A. Penrose |
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Director |
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February 19, 2010 |
John W. Rogers, Jr. |
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Director |
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February 19, 2010 |
James A. Skinner |
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Vice Chairman, Chief Executive Officer and Director |
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February 19, 2010 |
Roger W. Stone |
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Director |
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February 19, 2010 |
Miles D. White |
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Director |
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______________________
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Gloria Santona, the undersigned attorney-in-fact, by signing her name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 on behalf of the above indicated directors and officers of the Registrant pursuant to a power of attorney filed with the U.S. Securities and Exchange Commission. |
By: /s/ Gloria Santona
Gloria Santona
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the McDonald’s Corporation Profit Sharing and Savings Plan) have duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Oak Brook, State of Illinois, on this 19th day of February, 2010.
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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN |
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By: |
ADMINISTRATIVE COMMITTEE |
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By: |
/s/ Michael D. Richard |
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Michael D. Richard |
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Chairman of the Administrative Committee |
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The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the McDonald’s Ventures 401(k) Plan) have duly caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Oak Brook, State of Illinois, on this 19th day of February, 2010.
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McDONALD’S VENTURES 401(k) PLAN |
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By: |
ADMINISTRATIVE COMMITTEE OF |
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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN |
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(as successor plan through merger) |
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By: |
/s/ Michael D. Richard |
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Michael D. Richard |
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Chairman of the Administrative Committee |
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EXHIBIT INDEX
Exhibit No. |
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Description |
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24 |
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Power of Attorney |