May 19, 1999 - S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans | The Coca-Cola Company (KO)

As filed with the Securities and Exchange Commission on May 19, 1999

Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

THE COCA-COLA COMPANY
(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, of principal executive offices)

The Coca-Cola Company 1999 Stock Option Plan
The Coca-Cola Company 1991 Stock Option Plan
The Coca-Cola Company 1987 Stock Option Plan
(Full title of plan)

Joseph R. Gladden, Jr., Esq.
Senior Vice President and General Counsel
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(Name and address of agent for service)

With a copy to:
Carol Crofoot Hayes, Esq.
Senior Finance Counsel and Assistant Secretary
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313

(404) 676-2121
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents have been previously filed by The Coca-Cola
Company (the "Company") with the Securities and Exchange Commission and are
hereby incorporated by reference into this Registration Statement as of their
respective dates:

(a) Annual Report on Form 10-K for the year ended December 31,
1998;
(b) Quarterly Report on Form 10-Q for the quarter ended March
31, 1999; and

(c) The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A filed under the
Exchange Act, including all amendments and reports filed for the
purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereunder have
been sold or that deregisters all such securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities

Inapplicable.

Item 5. Interest of Named Experts and Counsel.

1. The consolidated financial statements and schedule of the Company
appearing (or incorporated by reference) in the Company's Annual Report on Form
10-K for the year ended December 31, 1998, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon appearing (or
incorporated by reference) therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given upon the authority of such firm as experts in accounting and auditing.

2. The legality of the shares of Common Stock offered hereby has
been passed upon for the Company by Joseph R. Gladden, Jr., Senior Vice
President and General Counsel of the Company. On April 21, 1999, Mr. Gladden
beneficially owned 605,757 shares of Common Stock of the Company and, under
stock option plans of the Company, holds options to purchase 230,446 shares of
Common Stock.

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Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify present and former directors,
officers, employees or agents for the corporation.

1. Article Tenth of the Certificate of Incorporation of the
Registrant provides:

"A. A director of the Corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

"B. Any repeal or modification of Article Tenth, Paragraph A,
by the stockholders of the corporation shall not adversely affect any
right or protection of a director of the corporation existing at the
time of such repeal or modification."

2. Article Seventh of the By-Laws of the Registrant provides:

"Section 1. Indemnification of Directors and Officers;
Insurance. The Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a
director, officer, employee, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Company, and, with respect

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to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interest of the Company, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.

"The Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was
serving at the request of the Company, as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company unless and only to
the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall
deem proper.

"To the extent that a director, officer, employee or agent of
the Company has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in the first two
paragraphs of this Section or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

"Any indemnification under the first two paragraphs of this
Section (unless ordered by a court) shall be made by the Company only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because the applicable standard of conduct set
forth in the first two paragraphs of this Section has been met. Such
determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3) by the
shareholders.

"Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent
to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Company as authorized by this
Section.

"The indemnification and advancement of expenses provided by
or granted pursuant to this Section shall not be deemed exclusive of
any other rights to which those indemnified or those who receive
advances may be entitled under any By-Law, agreement, vote of

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shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

"The Company shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability
under the provisions of this Section.

"The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person."

The Company has purchased directors' and officers' liability insurance
covering many of the possible actions and omissions of persons acting or failing
to act in such capacities.

For the undertaking with respect to indemnification, see Item 9.

Item 7. Exemptions from Registration Claimed

Inapplicable.

Item 8. Exhibits

4.1 The Coca-Cola Company 1999 Stock Option Plan - incorporated
herein by reference to Exhibit 10.3 of the Company's
Form 10-Q Quarterly Report for the quarter ended March 31,
1999

4.2 The Coca-Cola Company 1991 Stock Option Plan, as amended -
incorporated herein by reference to Exhibit 10.2 of the
Company's Form 10-Q Quarterly Report for the quarter ended
March 31, 1999

4.3 The Coca-Cola Company 1987 Stock Option Plan, as amended -
incorporated herein by reference to Exhibit 10.1 of the
Company's Form 10-Q Quarterly Report for the quarter ended
March 31, 1999

5.1 Opinion of Joseph R. Gladden, Jr., Senior Vice President and
General Counsel of the Company, regarding the validity
of the securities being registered

23.1 Consent of Joseph R. Gladden, Jr., Senior Vice President and
General Counsel of the Company (included as part of Exhibit
5.1)

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23.2 Consent of Ernst & Young LLP

24.1 Powers of Attorney

Item 9. Undertakings

(a) The Company 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 (the "Securities Act");

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

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

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

(2) That for purposes of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities

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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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the
final adjudication of such issue.

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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia on the 17th day of
May, 1999.

THE COCA-COLA COMPANY

By: /s/ James E. Chestnut
James E. Chestnut
Senior Vice President
and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 17th day of May, 1999:

/s/ M. Douglas Ivester
M. Douglas Ivester
Chairman, Board of Directors, Chief
Executive Officer and a Director
(Principal Executive Officer)

/s/ James E. Chestnut
James E. Chestnut
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)

/s/ Gary P. Fayard
Gary P. Fayard
Vice President and Controller
(Principal Accounting Officer)

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Directors:

* *
Herbert A. Allen Donald F. McHenry

* *
Ronald W. Allen Sam Nunn

* *
Cathleen P. Black Paul F. Oreffice

* *
Warren E. Buffett James D. Robinson III

* *
M. Douglas Ivester Peter V. Ueberroth

* *
Susan B. King James B. Williams

* By: /s/ Carol Crofoot Hayes
Carol Crofoot Hayes
Attorney-in-Fact

Date: May 17, 1999

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INDEX TO EXHIBITS

Exhibit
No. Exhibit
- ------ ------------------------------------------------------

4.1 The Coca-Cola Company 1999 Stock Option Plan - incorporated by
reference to Exhibit 10.3 of the Company's Form 10-Q Quarterly
Report for the quarter ended March 31, 1999

4.2 The Coca-Cola Company 1991 Stock Option Plan, as amended -
incorporated herein by reference to Exhibit 10.2 of the Company's
Form 10-Q Quarterly Report for the quarter ended March 31, 1999

4.3 The Coca-Cola Company 1987 Stock Option Plan, as amended -
incorporated herein by reference to Exhibit 10.1 of the Company's
Form 10-Q Quarterly Report for the quarter ended March 31, 1999

5.1 Opinion of Joseph R. Gladden, Senior Vice President and General
Counsel of the Company, regarding the validity of the securities
being registered

23.1 Consent of Joseph R. Gladden, Senior Vice President and General
Counsel of the Company (included as part of Exhibit 5.1)

23.2 Consent of Ernst & Young LLP

24.1 Powers of Attorney