s8posam3350701.htm
As filed with the Securities and Exchange Commission on March 31, 2010
Registration No. 33-50701
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
McDonald’s Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
36-2361282 |
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(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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One McDonald’s Plaza, Oak Brook, Illinois |
60523-1900 |
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(Address of Principal Executive Offices) |
(Zip Code) |
McDONALD’S CORPORATION SUPPLEMENTAL PROFIT SHARING AND SAVINGS 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.
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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. 2 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 33-50701) filed by McDonald’s Corporation (the “Registrant”) with the U.S. Securities and Exchange Commission on October 21,
1993 (the “Registration Statement”) to register (i) 100,000 shares of the Registrant’s Common Stock (with associated Preferred Stock Purchase Rights) for issuance under the McDonald’s Corporation Deferred Incentive Plan (subsequently amended and restated to become the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan) (the “Plan”), and (ii) an indeterminate amount of participants’ interests in the Plan.
Effective January 1, 2005, the Registrant amended the Plan to prohibit any deferral elections with respect to compensation that would be paid to participants (absent such deferral) on or after January 1, 2005. Accordingly, commencing on January 1, 2005, the Registrant’s securities
could not be issued under the Plan.
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
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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 31st day of March, 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 date indicated.
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Signature
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Date |
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March 31, 2010 |
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Susan E. Arnold |
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Director |
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March 31, 2010 |
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Peter J. Bensen |
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Corporate Executive Vice President and Chief Financial Officer |
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March 31, 2010 |
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Robert A. Eckert |
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Director |
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March 31, 2010 |
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Enrique Hernandez, Jr. |
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Director |
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March 31, 2010 |
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Jeanne P. Jackson |
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Director |
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March 31, 2010 |
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Richard H. Lenny |
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Director |
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March 31, 2010 |
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Walter E. Massey |
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Director |
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March 31, 2010 |
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Andrew J. McKenna |
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Chairman of the Board and Director |
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March 31, 2010 |
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Cary D. McMillan |
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Director |
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March 31, 2010 |
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Kevin M. Ozan |
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Corporate Senior Vice President - Controller |
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March 31, 2010 |
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Sheila A. Penrose |
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Director |
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March 31, 2010 |
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John W. Rogers, Jr. |
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Director |
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March 31, 2010 |
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James A. Skinner |
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Vice Chairman, Chief Executive Officer and Director |
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March 31, 2010 |
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Roger W. Stone |
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Director |
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March 31, 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. 2 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 Supplemental 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 31st day of March, 2010.
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McDONALD’S CORPORATION SUPPLEMENTAL PROFIT SHARING AND SAVINGS PLAN
By: OFFICER COMMITTEE |
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By: |
/s/ Kevin Ozan |
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Kevin M. Ozan |
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Member of the Officer Committee |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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24 |
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Power of Attorney |