posamforms-3.htm
As
filed with the Securities and Exchange Commission on March 19, 2009
Registration
No. 333-82920
SECURITIES
AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.
1
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
McDonald’s
Corporation
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
36-2361282
|
(State
or other jurisdiction
of
incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
One
McDonald’s Plaza, Oak Brook, Illinois 60523-1900
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Gloria
Santona
Corporate
Executive Vice President,
General
Counsel and Secretary
McDonald’s
Corporation
One
McDonald’s Plaza
Oak
Brook, Illinois 60523-1900
(630)
623-3000
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Approximate date of commencement of
proposed sale to the public: Not applicable. Termination of Registration
Statement and deregistration of related securities that were not sold pursuant
to the Registration Statement.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this form are to be offered on a delayed
or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment
plans, check the following box. x
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If this
form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
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. (Check one):
|
|
Large
accelerated filer x
|
Accelerated
filer ¨
|
|
|
Non-accelerated
filer ¨
(Do
not check if a smaller reporting company)
|
Smaller
reporting company ¨
|
|
|
DEREGISTRATION
OF SECURITIES
This Post-Effective Amendment No. 1
(the “Post-Effective Amendment”) relates to the Registration Statement on Form
S-3 (Registration No. 333-82920) filed by the registrant with the U.S.
Securities and Exchange Commission on February 15, 2002 (the “Registration
Statement”) and hereby amends the Registration Statement to deregister any
securities registered pursuant to the Registration Statement and not otherwise
sold thereunder.
In
accordance with the registrant’s undertaking in Part II, Item 17(c) of the
Registration Statement, the registrant is deregistering by means of this
Post-Effective Amendment any securities remaining unsold under the Registration
Statement.
SIGNATURES
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-3 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 the 19th day of March, 2009.
|
McDONALD’S
CORPORATION
|
|
|
|
|
|
|
By:
|
/s/
Peter J. Bensen |
|
|
|
Peter
J. Bensen
|
|
|
|
Corporate
Executive Vice President and
Chief
Financial Officer
|
|
|
|
|
|
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 dates indicated.
Signature
Title
|
|
Date
|
|
|
|
|
|
|
/s/
Ralph Alvarez
|
|
March
19, 2009
|
Ralph
Alvarez
President, Chief
Operating Officer and Director
|
|
|
|
|
|
/s/ Susan
E. Arnold
|
|
March
19, 2009
|
Susan
E. Arnold
|
|
|
Director
|
|
|
|
|
|
/s/
Peter J. Bensen
|
|
March
19, 2009
|
Peter
J. Bensen
|
|
|
Corporate
Executive Vice President and
Chief
Financial Officer
|
|
|
|
|
|
/s/ Robert A. Eckert |
|
March
19, 2009
|
Robert
A. Eckert
|
|
|
Director
|
|
|
|
|
|
/s/
Enrique Hernandez, Jr. |
|
March
19, 2009
|
Enrique
Hernandez, Jr.
|
|
|
Director
|
|
|
/s/
Jeanne P. Jackson |
|
March
19, 2009
|
Jeanne
P. Jackson
|
|
|
Director
|
|
|
|
|
|
/s/
Richard H. Lenny |
|
March
19, 2009
|
Richard
H. Lenny
|
|
|
Director
|
|
|
|
|
|
/s/
Walter E. Massey |
|
March
19, 2009
|
Walter
E. Massey
|
|
|
Director
|
|
|
/s/
Andrew J. McKenna |
|
March
19, 2009
|
Andrew
J. McKenna
|
|
|
Chairman
of the Board and Director
|
|
|
|
|
|
/s/
Cary D. McMillan |
|
March
19, 2009
|
Cary
D. McMillan
|
|
|
Director
|
|
|
|
|
|
/s/
Kevin M. Ozan |
|
March
19, 2009
|
Kevin
M. Ozan
|
|
|
Corporate
Senior Vice President - Controller
|
|
|
|
|
|
/s/
Sheila A. Penrose |
|
March
19, 2009
|
Sheila
A. Penrose
|
|
|
Director
|
|
|
|
|
|
/s/
John W. Rogers, Jr. |
|
March
19, 2009
|
John
W. Rogers, Jr.
|
|
|
Director
|
|
|
|
|
|
/s/
James A. Skinner |
|
March
19, 2009
|
James
A. Skinner
|
|
|
Vice
Chairman, Chief Executive Officer and Director
|
|
|
|
|
|
/s/
Roger W. Stone |
|
March
19, 2009
|
Roger
W. Stone
|
|
|
Director
|
|
|