posam3364873.htm
As filed with the Securities and Exchange Commission on February 9, 2011
Registration No. 33-64873
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)
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Delaware
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36-2361282
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification Number)
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One McDonald’s Plaza, Oak Brook, Illinois 60523-1900, (630) 623-3000
(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.
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Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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Smaller reporting company ¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (Registration No. 33-64873) filed by McDonald’s Corporation (the “Registrant”) with the U.S. Securities and Exchange Commission on December 8, 1995 (the “Registration Statement”) to register 150,000 shares of the Registrant’s Common Stock (with associated Preferred Stock Purchase Rights) for issuance under the McDonald’s Corporation Non-Employee Director Stock Option Plan (the “Plan”). The Registrant terminated the Plan on May 20, 1999, and all options granted under the Plan have been exercised or forfeited. As of the date of this Post-Effective Amendment, no additional shares of Common Stock registered will be issued under the Plan.
In accordance with the Registrant’s undertaking in Part II, Item 17(a)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all securities registered but remaining unsold, if any, under the Registration Statement and to terminate the effectiveness of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 16.
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Exhibits.
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24
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Power of Attorney
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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 9th day of February, 2011.
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McDONALD’S CORPORATION
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By:
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/s/ Gloria Santona |
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Gloria Santona
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Corporate Executive Vice President,
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General Counsel and Secretary |
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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.
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Signature
Title
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Date
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February 9, 2011
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Susan E. Arnold
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Director
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February 9, 2011
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Peter J. Bensen
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Corporate Executive Vice President and Chief Financial Officer
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February 9, 2011
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Robert A. Eckert
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Director
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February 9, 2011
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Enrique Hernandez, Jr.
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Director
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February 9, 2011
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Jeanne P. Jackson
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Director
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February 9, 2011
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Richard H. Lenny
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Director
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February 9, 2011
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Walter E. Massey
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Director
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February 9, 2011
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Andrew J. McKenna
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Chairman of the Board and Director
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February 9, 2011
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Cary D. McMillan
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Director
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February 9, 2011
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Kevin M. Ozan
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Corporate Senior Vice President - Controller
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February 9, 2011
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Sheila A. Penrose
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Director
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February 9, 2011
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John W. Rogers, Jr.
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Director
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February 9, 2011
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James A. Skinner
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Vice Chairman, Chief Executive Officer and Director
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February 9, 2011
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Roger W. Stone
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Director
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February 9, 2011 |
| Miles D. White |
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| Director |
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______________________
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Gloria Santona, the undersigned attorney-in-fact, by signing her name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 on behalf of the above indicated directors and officers of the Registrant pursuant to a power of attorney filed with the U.S. Securities and Exchange Commission.
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By: /s/ Gloria Santona
Gloria Santona
Attorney-in-Fact
EXHIBIT INDEX
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Exhibit No.
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Description
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24
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Power of Attorney
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