As filed with the Securities and Exchange Commission on September 13, 2002
Registration No. 33-50701
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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McDonald's Corporation
(Exact name of issuer as specified in its charter)
DELAWARE 36-2361282
(State of Incorporation) (I.R.S. Employer Identification No.)
One McDonald's Plaza, Oak Brook, Illinois 60523-1900
(Address and zip code of principal executive offices)
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McDONALD'S CORPORATION SUPPLEMENTAL PROFIT SHARING AND SAVINGS PLAN
Formerly Known as the
McDONALD'S CORPORATION DEFERRED INCOME PLAN, the McDONALD'S 1989 EXECUTIVE
EQUALIZATION PLAN, the McDONALD'S SUPPLEMENTAL EMPLOYEE BENEFIT EQUALIZATION
PLAN, and the McDONALD'S PROFIT SHARING PROGRAM EQUALIZATION PLAN
(Full title of the Plan)
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GLORIA SANTONA
Corporate Senior Vice President, General Counsel and Secretary
One McDonald's Plaza
Oak Brook, Illinois 60523-1900
(630) 623-3373
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount of Maximum Maximum Amount of
Title of Securities Shares to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share Offering Price Fee
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Common Stock, par value $.01 per share ................... (2) N/A N/A (2)
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement registers such indeterminate number of additional
shares as may be issuable under the Plan in connection with share splits,
share dividends or similar transactions.
(2) No additional shares are being registered and, accordingly, no separate fee
is payable with respect to this Amendment.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified in Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with or included in this Registration Statement (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by McDonald's Corporation (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2001;
(b) The Company's 2002 Annual Meeting Notice, Proxy Statement and 2001
Financial Information;
(c) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2002; and
(d) The description of the Company's common stock under the caption
"Description of Capital Stock" contained in the Company's Registration Statement
on Form 8-A, dated December 23, 1988, as amended in the Company's Forms 8-K,
dated May 25, 1989 and July 25, 1990.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
(a) The consolidated financial statements of the Company appearing in
the Company's Annual Report (Form 10-K) for the year ended December 31, 2001,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included 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 SEC) given on the authority of such
firm as experts in accounting and auditing.
(b) The legality of the securities being offered hereunder has been
passed upon by Gloria Santona, Corporate Senior Vice President, General Counsel
and Secretary of the Company, One McDonald's Plaza, Oak Brook, Illinois 60523.
Ms. Santona is a full-time employee of the Company and owns, and holds options
to purchase, shares of the Company's Common Stock.
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Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "GCL") provides
for indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the director or officer acted
in good faith and in a manner that he or she reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
director or officer must also have had no reasonable cause to believe that his
or her conduct was unlawful. A corporation may indemnify a director or officer
in a derivative suit if the director or officer acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, unless the director or officer is found liable to
the corporation (in which case a court may permit indemnity for such director or
officer to the extent it deems proper).
Article V of our By-Laws provides that we shall indemnify and hold harmless
each director and officer to the fullest extent permitted under the GCL,
provided that the person seeking indemnification has met the applicable standard
of conduct set forth in the By-Laws. Such indemnification could cover all
expenses, as well as liabilities and losses incurred by directors and officers.
The Board of Directors has the authority, by resolution, to provide for other
indemnification of directors and officers, as it deems appropriate.
The By-Laws further provide that we may maintain insurance at our expense
to protect any director or officer against any expenses, liabilities or losses,
whether or not we would have the power to indemnify such director or officer
against such expenses, liabilities or losses under the GCL. Pursuant to this
provision, we maintain insurance against any liability incurred by our directors
and officers in defense of any action in which they are made parties by reason
of their positions as directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The undersigned Registrant hereby files the exhibits identified on the
Exhibit Index and included as part of this Registration Statement.
Item 9. Undertakings
(a) 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;
(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
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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 this Registration Statement.
(2) That, for the purpose 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
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 undersigned Registrant 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 Section 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
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, 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, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Amendment No. 1 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 Village of Oak Brook, and State of Illinois,
on the 13th day of September 2002.
McDONALD'S CORPORATION
(Registrant)
By /s/ Stanley R. Stein
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Stanley R. Stein
Executive Vice President
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
4. Instruments defining the rights of security holders, including
Indentures(A):
(a) Senior Debt Securities Indenture, dated as of October 19, 1996,
incorporated herein by reference from Exhibit 4(a) of Form S-3
Registration Statement (File No. 333-14141).
(i) 6-3/8% Debentures due January 8, 2028. Supplemental
Indenture No. 1, dated as of January 8, 1998, incorporated
herein by reference from Exhibit 4(a) of Form 8-K, dated
January 5, 1998.
(ii) 6% REset Put Securities, due 2012. Supplemental Indenture
No. 3, dated as of June 23, 1998, incorporated herein by
reference from Exhibit 4(a) of Form 8-K dated June 18,
1998.
(iii) Medium-Term Notes, Series F, due from 1 year to 60 years
from the Date of Issue. Supplemental Indenture No. 4,
incorporated herein by reference from Exhibit 4(c) of Form
S-3 Registration Statement (File No. 333-59145), dated July
15, 1998.
(iv) Medium-Term Notes, Series G, due from 1 year to 60 years
from Date of Issue. Supplemental Indenture, No. 6,
incorporated herein by reference from Exhibit 4(c) of Form
S-3 Registration Statement (File No. 333-60170), dated May
3, 2001.
(v) Medium-Term Notes, Series H, due from 1 year to 60 years
from Date of Issue. Supplemental Indenture No. 7,
incorporated herein by reference from Exhibit 4(c) of Form
S-3 Registration Statement (File No. 333-92212), dated
July 22, 2002.
(b) Subordinated Debt Securities Indenture, dated as of October 18,
1996, incorporated herein by reference from Form 8-K, dated
October 18, 1996.
(i) 7.31% Subordinated Deferrable Interest Debentures due 2027.
Supplemental Indenture No. 3, dated September 24, 1997,
incorporated herein by reference from Exhibit 4(b) of Form
8-K, dated September 19, 1997.
(c) Debt Securities. Indenture, dated as of March 1, 1987,
incorporated herein by reference from Exhibit 4(a) of Form S-3
Registration Statement (File No. 33-12364).
(i) Medium-Term Notes, Series B, due from nine months to 30
years from Date of Issue. Supplemental Indenture No. 12,
incorporated herein by reference from Exhibit (4) of Form
8-K, dated August 18, 1989, and Forms of Medium-Term Notes,
Series B, incorporated herein by reference from Exhibit
(4)(b) of Form 8-K, dated September 14, 1989.
(ii) Medium-Term Notes, Series C, due from nine months to 30
years from Date of Issue. Form of Supplemental Indenture
No. 15, incorporated herein by reference from Exhibit 4(b)
of Form S-3 Registration Statement (File No. 33-34762),
dated May 14, 1990.
(iii) Medium-Term Notes, Series C, due from nine months (U.S.
Issue)/184 days (Euro Issue) to 30 years from Date of
Issue. Amended and restated Supplemental Indenture No. 16
incorporated herein by reference from Exhibit 4 of Form
10-Q for the period ended March 31, 1991.
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(iv) 8-7/8% Debentures, due 2011. Supplemental Indenture No.
17, incorporated herein by reference from Exhibit (4) of
Form 8-K dated April 22, 1991.
(v) Medium-Term Notes, Series D, due from nine months (U.S.
Issue)/184 days (Euro Issue) to 60 years from Date of
Issue. Supplemental Indenture No. 18, incorporated herein
by reference from Exhibit 4(b) of Form S-3 Registration
Statement (File No. 33-42642), dated September 10, 1991.
(vi) 7-3/8% Debentures, due July 15, 2033. Form of Supplemental
Indenture No. 21, incorporated herein by reference from
Exhibit (4)(a) of Form 8-K, dated July 15, 1993.
(vii) Medium-Term Notes, Series E, due from nine months (U.S.
Issue)/ 184 days (Euro Issue) to 60 years from the Date of
Issue. Supplemental Indenture No. 22, incorporated herein
by reference from Exhibit 4(b) of Form S-3 Registration
Statement (File No. 33-60939), dated July 13, 1995.
(viii) 7.05% Debentures, due 2025. Form of Supplemental Indenture
No. 24, incorporated herein by reference from Exhibit
(4)(a) of Form 8-K, dated November 13, 1995.
10. Material Contracts:
(a) 1975 Stock Ownership Option Plan, as amended and restated,
incorporated by reference from Form 10-Q for the quarter ended
September 30, 2001.*
(b) 1992 Stock Ownership Incentive Plan, as amended and restated,
incorporated by reference from Form 10-Q for the quarter ended
March 31, 2001.*
(c) 1999 Non-Employee Director Stock Option Plan, as amended and
restated, incorporated by reference from Form 10-Q for the
quarter ended September 30, 2000.*
(d) McDonald's Corporation 2001 Omnibus Stock Ownership Plan,
incorporated herein by reference from Form 10-Q for the quarter
ended June 30, 2001.*
5. Opinion of Gloria Santona, including consent.
23(a) Consent of Gloria Santona is included in Exhibit 5.
23(b) Consent of Ernst & Young LLP.
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* Denotes compensatory plan.
(A) Other instruments defining the rights of holders of long-term debt of
the Registrant and all of its subsidiaries for which consolidated
financial statements are required to be filed and which are not
required to be registered with the Securities and Exchange Commission,
are not included herein, as the securities authorized under these
instruments, individually, do not exceed 10% of the total assets of
the Registrant and its subsidiaries on a consolidated basis. An
agreement to furnish a copy of any such instruments to the Securities
and Exchange Commission upon request has been filed with the
Commission.
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