UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 18, 2005
THE COCA-COLA COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-02217 58-0628465
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
One Coca-Cola Plaza 30313
Atlanta, Georgia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 676-2121
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Definitive Material Agreement.
On April 18, 2005, The Coca-Cola Company (the "Company") issued a press release
announcing that it had reached settlement with the Securities and Exchange
Commission ("SEC") in connection with the investigation initiated by the SEC in
2003. The Company also confirmed that, in view of the SEC settlement, the
Department of Justice had decided to close the investigation it initiated in
2003. A copy of the press release is attached hereto as Exhibit 99.1.
In connection with the settlement, the Company consented to the entry of an
Order Instituting Cease-and-Desist Proceedings, Making Findings and Imposing a
Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and
Section 21C of the Securities Exchange Act of 1934 (the "Order"), a copy of
which is attached hereto as Exhibit 99.2. The Company had previously submitted
to the SEC an Offer of Settlement of The Coca-Cola Company (the "Offer"), a copy
of which is attached hereto as Exhibit 99.3.
The Order provides that the SEC, in determining to accept the Offer, considered
certain remedial efforts that the Company initiated prior to and during the SEC
staff's investigation. These remedial efforts are as follows:
a. the Company has established an Ethics & Compliance Office to
administer its Code of Business Conduct and ensure, among other
things, that the Company conducts its business in compliance with the
Code of Business Conduct and with various laws;
b. the Company has established a Disclosure Committee to assist its Chief
Executive Officer and Chief Financial Officer in fulfilling their
responsibility for oversight of the accuracy and timeliness of the
disclosures made by the Company;
c. the Company now requires that divisions certify quarterly that they
have not changed or extended payment terms for any bottler or customer
and have not granted any special or unusual credit terms or incentives
to any bottler or customer, unless they received approval for such
terms; and
d. the Company's Audit Committee employs independent counsel experienced
in securities laws disclosure issues and will continue to employ such
experienced legal counsel chosen by the Audit Committee. Such counsel
shall advise the Audit Committee as to the implementation of the
undertakings in the Order.
In addition, pursuant to the Order, the Company undertook to:
a. Permanently maintain the aforementioned remedial efforts or the
functional equivalents thereof, except as may be approved by the SEC;
b. Require the Audit Committee, within 90 days of the date of the Order,
to review with management of the Company the process by which the MD&A
sections of periodic reports filed by the Company with the SEC are
prepared and material information about the business and prospects,
including but not limited to, trend information and known events and
uncertainties that may have a material impact on liquidity or future
financial performance, is identified for discussion in the MD&A
sections of such reports, and to approve a set of criteria to be used
by the Disclosure Committee and management to reasonably assure that
appropriate items are identified and discussed. The Audit Committee
will meet periodically, at least annually, with the Chair of the
Disclosure Committee to review such criteria, and will review and
discuss with the Chief Financial Officer the proposed MD&A section of
each periodic report to be filed with the SEC;
c. Require the Disclosure Committee to: (i) use the aforementioned
criteria to identify items that might need to be disclosed within the
MD&A section of the Company's periodic reports filed with the SEC; and
(ii) use the aforementioned criteria to evaluate those items and
recommend whether, and to what extent, disclosure is appropriate with
respect to each item. The Chair of the Disclosure Committee will also
report to the Audit Committee, on a quarterly basis, any recommended
departures from the aforementioned criteria and the rationale
supporting each such recommendation;
d. Adhere to the guidance articulated in the SEC Staff Accounting
Bulletin No. 101 on disclosures that are required with respect to the
recognition of revenue;
e. Maintain for ten (10) years documentation sufficient to show for every
of its Forms 8-K filed with the SEC, the preparers of each Form 8-K
and those persons who reviewed and approved each Form 8-K; and
f. Provide a written report, within 120 days of the date of the Order, to
the SEC staff that details the Company's implementation of the
undertakings articulated in the Order.
Item 9.01(c). Exhibits
Exhibit 99.1 Press Release of The Coca-Cola Company issued on April 18,
2005
Exhibit 99.2 Order Instituting Cease-and-Desist Proceedings, Making
Findings and Imposing a Cease-and-Desist Order Pursuant to
Section 8A of the Securities Act of 1933 and Section 21C of
the Securities Exchange Act of 1934
Exhibit 99.3 Offer of Settlement of The Coca-Cola Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE COCA-COLA COMPANY
(REGISTRANT)
Date: April 18, 2005 By: /s/ Connie D. McDaniel
---------------------------------
Connie D. McDaniel
Vice President and Controller
Exhibit Index
Exhibit No.
Exhibit 99.1 Press Release of The Coca-Cola Company issued on
April 18, 2005
Exhibit 99.2 Order Instituting Cease-and-Desist Proceedings,
Making Findings and Imposing a Cease-and-Desist Order
Pursuant to Section 8A of the Securities Act of 1933
and Section 21C of the Securities Exchange Act of
1934
Exhibit 99.3 Offer of Settlement of The Coca-Cola Company