ザ コカ・コーラ カンパニー 外国会社臨時報告書
| 提出書類 | 外国会社臨時報告書 |
|---|---|
| 提出日 | |
| 提出者 | ザ コカ・コーラ カンパニー |
| カテゴリ | 外国会社臨時報告書 |
EDINET提出書類
ザ コカ・コーラ カンパニー(E05868)
外国会社臨時報告書
【表紙】
【提出書類】 外国会社臨時報告書
【提出先】 関東財務局長
【提出日】 令和元年5月17日
【会社名】 ザ コカ・コーラ カンパニー
(The Coca-Cola Company)
【代表者の役職氏名】 上級副社長 兼 ゼネラル・カウンセル
(Senior Vice President and General Counsel)
バーンハード・グーペルト
(Bernhard Goepelt)
【本店の所在の場所】 アメリカ合衆国 30313 ジョージア州アトランタ
ワン コカ・コーラ プラザ
(One Coca-Cola Plaza, Atlanta, Georgia 30313, U.S.A.)
【代理人の氏名又は名称】 弁護士 門田 正行
【代理人の住所又は所在地】 東京都千代田区丸の内二丁目7番2号 ＪＰタワー
長島・大野・常松法律事務所
【電話番号】 03-6889-7000
【事務連絡者氏名】 弁護士 田中 郁乃
【連絡場所】 東京都千代田区丸の内二丁目7番2号 ＪＰタワー
長島・大野・常松法律事務所
【電話番号】 03-6889-7000
【縦覧に供する場所】 該当なし
（注）
本報告書において便宜上記載されている日本円への換算は、１米ドル＝110.69円の換算レート（株式会社三
菱UFJ銀行が発表した2019年5月7日現在の対顧客電信直物相場から算出した仲値）を用いて行われている。
１円未満の金額は、四捨五入している。
(Note)
In this Report, for the convenience of the Japanese readers, conversion into Japanese yen has
been made at the exchange rate of US$1.00=JPY110.69 (the middle rate calculated from the
Telegraphic Transfer Spot Exchange Rate for Customers as of May 7, 2019, quoted by MUFG
Bank, Ltd.). The amounts less than JPY1.00 have been rounded.
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EDINET提出書類
ザ コカ・コーラ カンパニー(E05868)
外国会社臨時報告書
1【提出理由】
本報告書は、2019年4月24日にザ コカ・コーラ カンパニー（以下「当社」という。）が、本邦以
外の地域において新株予約権証券（以下「本新株予約権」という。）を発行したため、金融商品取引法
第24条の5第4項並びに企業内容等の開示に関する内閣府令第19条第1項及び同条第2項第2号の規定に基
づき提出するものである。
2【報告内容】
(1) Type of Securities:
Certificates of stock acquisition rights
(Note)
This offering is related to the Stock Acquisition Rights to be granted to the total of 7
employees of the Company and its subsidiary based in the United States and the Argentine
Republic, pursuant to The Coca ‑Cola Company 2014 Equity Plan, as amended and restated
as of February 17, 2016 (the “2014 Equity Plan"). The 2014 Equity Plan was approved at the
2014 Annual Meeting of Shareowners on April 23, 2014. The offering of Certificates of the
Stock Acquisition Rights was approved on April 24, 2019 by the Compensation Committee of
the Board of Directors of the Company (the “Committee”).
(2) Number of Securities Issued:
82,843
(3) Issue Price:
US$ 0 (JPY 0)
(4) Aggregate Amount of Issue Price:
US$ 0 (JPY 0)
(5) Type, Details and Number of Shares to be Acquired upon Exercise of the Stock Acquisition
Rights:
1) Type of Shares
Shares of Common Stock of the Company, non-bearer, par value of US$0.25 ("KO
Common Stock").
2) Details of Shares
Each holder of shares of KO Common Stock is entitled to one vote for each share of KO
Common Stock held of record on all matters on which the holders of shares of common
stock are entitled to vote.
Although the Certificate of Incorporation of the Company provides that the Company has
the authority to issue shares of preferred stock, at a par value of US$1.00 per share, in
addition to the shares of KO Common Stock, the rights attached to any series of preferred
stock must be established by the Board of Directors of the Company in a certificate of
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EDINET提出書類
ザ コカ・コーラ カンパニー(E05868)
外国会社臨時報告書
designation prior to the issuance of any shares of preferred stock. There are no shares of
preferred stock issued and outstanding as of the date of this Report.
The provisions in the Certificate of Incorporation concerning preferred stock are as
follows:
“The Board of Directors of the corporation is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of preferred stock in series,
and by filing a certificate pursuant to the applicable law of the State of Delaware
(hereinafter referred to as a "Preferred Stock Designation") to establish from time to time
the number of shares to be included in each such series, and to fix the designation,
powers, preferences, and rights of the shares of each such series and any qualifications,
limitations or restrictions thereof. The number of authorized shares of preferred stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of the majority of the shares of
common stock, without a vote of the holders of the shares of preferred stock, or of any
series thereof, unless a vote of any such holders is required pursuant to the Preferred
Stock Designation or Preferred Stock Designations establishing the series of preferred
stock."
3) Number of Shares
82,843 shares of KO Common Stock, subject to adjustment as described below
(Note)
In the event of a nonreciprocal transaction between the Company and its shareowners
that causes the per-share value of the KO Common Stock to change (including, without
limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring
cash dividend), the Committee shall make such adjustments to the 2014 Equity Plan and
Stock Acquisition Rights as it deems necessary, in its sole discretion, to prevent dilution
or enlargement of rights immediately resulting from such transaction. Action by the
Committee may include: (i) adjustment of the number and kind of shares that may be
delivered under the 2014 Equity Plan; (ii) adjustment of the number and kind of shares
subject to outstanding Stock Acquisition Rights; (iii) adjustment of the exercise price of
outstanding Stock Acquisition Rights; and (iv) any other adjustments that the Committee
determines to be equitable.
(6) Amount to be Paid upon Exercise of the Stock Acquisition Rights:
1) Amount to be Paid upon Exercise of Stock Acquisition Rights:
US$3,982,677.23 (JPY440,842,542)
(In the case that all of the Stock Acquisition Rights are exercised. The exercise price is
described in item 2) below.)
2) Exercise Price:
US$48.075 (JPY5,321) per Stock Acquisition Right
3) Adjustment to the Exercise Price:
See (Note) in Item 3) of (5) “Type, Details and Number of Shares to be Acquired upon
Exercise of the Stock Acquisition Rights" above.
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EDINET提出書類
ザ コカ・コーラ カンパニー(E05868)
外国会社臨時報告書
(7) Period during which the Stock Acquisition Rights may be Exercised:
From April 24, 2020 to April 24, 2029.
Stock Acquisition Rights are exercisable once they have vested.
See Items 1) and 2) of (8) “Terms and Conditions of Exercise" below for the vesting schedule,
etc.
(8) Terms and Conditions of Exercise of Stock Acquisition Rights:
1) The Stock Acquisition Rights are exercisable once they have vested.
The Stock Acquisition Rights become exercisable in equal installments (one-fourth each)
on April 24, 2020, February 21, 2021, February 21, 2022 and February 21, 2023, and the
Stock Acquisition Rights shall expire on April 24, 2029 .
2) The form of Stock Option Agreement used to evidence grants of the Stock Acquisition
Rights to eligible employees under the 2014 Equity Plan which will be executed with the
optionee describes the impact on vesting and the impact on the exercise period of certain
events, including Change in Control, Disability or death (as defined in the 2014 Equity
Plan).
3) The acceptable forms and methods of payment of the exercise price of the Stock
Acquisition Right may include payment in cash, pursuant to the cashless exercise method
authorized by the Company, or by delivery, through attestation, of shares of KO
Common Stock owned by the optionee. Not all forms and methods of payment are
available in every country.
(9) Amount to be Accounted for as Stated Capital, in the Case of Issuance of Shares upon
Exercise of Stock Acquisition Rights:
N/A
(When the Stock Acquisition Rights are exercised, new shares shall not be issued, and
treasury shares shall be delivered.)
(10) Matters Concerning Transfer of Stock Acquisition Rights:
No Stock Acquisition Rights granted may be assigned or transferred in any situation,
including, but not limited to divorce; provided that upon the optionee's death, the Stock
Acquisition Rights may be transferred by will or by the laws of descent and distribution.
(11) Method of Issuance:
Allotment to 7 employees of the Company and its subsidiary based in the United States and in
the Argentine Republic.
(12) Name of the Underwriter(s):
N/A
(13) The Place where the Securities are to be Offered:
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EDINET提出書類
ザ コカ・コーラ カンパニー(E05868)
外国会社臨時報告書
The United States and the Argentine Republic.
(14) The total amount of the proceeds to be obtained by the Company; and the details of usage, the
amount and the scheduled time(s) for the spending of such proceeds by the categories of their
use.
1) Total amount of proceeds to be obtained by the Company
US$3,982,677.23 (JPY440,842,542)
(Note)
In the case that all of the Stock Acquisition Rights are exercised.
2) Details of usage, the amount and the scheduled time(s) for the spending of such proceeds
by the categories of their use:
The Stock Acquisition Rights are made for the purpose of rewarding the employees for
overall long-term Company performance thereby tying the interests of these individuals
directly to the interests of the Company's shareowners. Consequently, the Company does
not aim to raise funds by the offering of the Stock Acquisition Rights.
Furthermore, since the determination of the exercise of the Stock Acquisition Rights is
left to the discretion of the optionee, it is difficult to incorporate the amount to be paid
upon exercise of the Stock Acquisition Rights and the timing thereof into the Company's
cash management plan at this moment. Thus, although the Company plans to use the
proceeds received for the Company's general corporate purposes, the details of usage and
the scheduled time(s) of spending thereof will be determined in accordance with the cash
management status etc. of the Company at the time when the payment by the exercise of
the Stock Acquisition Rights is made; and the details of usage and the scheduled time(s)
of spending thereof are currently not determined.
(15) Date of Issuance:
April 24, 2019
(16) Name of the Financial Instruments Exchange(s) on the Securities Concerned are Listed:
N/A
(17) Persons Acquiring the Stock Acquisition Rights:
Persons acquiring the Stock Acquisition Rights (the “Acquirers”) are 7 employees of the
Company and its subsidiaries based in the United States and the Argentine Republic.
(18) Investment, Transaction and Other Similar Relationship between the Acquirers and the
Company:
Each of Acquirers is an employee of the Company and its subsidiaries based in the United
States and the Argentine Republic.
(19) Details of the Arrangement between the Acquirers and the Company Concerning the Term
and Other Matters Related to Holding of the Stock Acquisition Rights:
Other than those stated above, there is a holding requirement as follows:
If the Acquirer is subject to stock ownership guidelines, and if the Acquirer has not met the
applicable stock ownership guidelines within the time prescribed therein, the Acquirer shall
not sell shares from the grant (after paying taxes) until the Acquirer has satisfied his or her
share ownership guidelines and then only shares in excess of those guidelines.
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EDINET提出書類
ザ コカ・コーラ カンパニー(E05868)
外国会社臨時報告書
(20) Amount of Share Capital and Total Number of Issued Shares of the Company:
1) Amount of Share Capital: US$1,760 million (as of March 29, 2019)
(JPY194,814 million)
2) Total Number of Issued Shares: 7,040,128,924 shares of common stock (as of March
29, 2019)
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