s8pos333121092.htm
As filed with the Securities and Exchange Commission on February 19, 2010
Registration No. 333-121092
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
         
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
 
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 of Principal Executive Offices)
(Zip Code)
         
 
McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN
(FORMERLY KNOWN AS THE McDONALD’S CORPORATION PROFIT SHARING PROGRAM)
 
McDONALD’S VENTURES 401(k) PLAN
 
McDONALD’S EXCESS BENEFIT AND DEFERRED BONUS PLAN
 (Full title of the plan)
         
 
Gloria Santona
Corporate Executive Vice President,
General Counsel and Secretary
McDonald’s Corporation
One McDonald’s Plaza
Oak Brook, Illinois 60523-1900
 (Name and address of agent for service)
         
 
(630) 623-3000
(Telephone number, including area code, of agent for service)
         
 
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.
 
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-8 (Registration No. 333-121092) filed by McDonald’s Corporation (the “Registrant”) with the U.S. Securities and Exchange Commission on December 8, 2004 (the “Registration Statement”) to register (i) 7,000,000 shares of the Registrant’s Common Stock for issuance under the McDonald’s Corporation Profit Sharing and Savings Plan (the “Profit Sharing Plan”); (ii) 1,000,000 shares of the Registrant’s Common Stock for issuance under the McDonald’s Ventures 401(k) Plan (the “Ventures Plan”); (iii) an indeterminate amount of participants’ interests in the Profit Sharing Plan and the Ventures Plan; and (iv) $100,000,000 of the Registrant’s Deferred Compensation Obligations to pay deferred compensation under the McDonald’s Excess Benefit and Deferred Bonus Plan (the “Excess Benefit Plan”).

As of the date of this Post-Effective Amendment, all of the Common Stock registered for issuance under the Profit Sharing Plan has been issued, and the full amount of Deferred Compensation Obligations has been utilized by the Excess Benefit Plan.  Approximately 727,507 shares of Common Stock remain available for issuance under the Ventures Plan; however, the Ventures Plan was merged with and into the Profit Sharing Plan, and all assets of the Ventures Plan were transferred to the Profit Sharing Plan, as of December 17, 2007.

In accordance with the Registrant’s undertaking in Part II, Item 9(c) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all securities registered but remaining unsold under the Registration Statement and to terminate the effectiveness of the Registration Statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8.
Exhibits.
   
24
Power of Attorney
   



 
 
 

SIGNATURES
 
The Registrant. 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-8 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 this 19th day of February, 2010.

 
McDONALD’S CORPORATION
  
       
 
By:
/s/ Gloria Santona           
   
Gloria Santona
  
   
Corporate Executive Vice President,
 
    General Counsel and Secretary   
 
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 
     
     
*            
    February 19, 2010
Susan E. Arnold
    
Director
    
     
*            
    February 19, 2010
Peter J. Bensen
    
Corporate Executive Vice President and Chief Financial Officer
    
     
*          
    February 19, 2010
Robert A. Eckert
    
Director
    
     
*   
    February 19, 2010
Enrique Hernandez, Jr.
    
Director
    
 
*   
    February 19, 2010
Jeanne P. Jackson
    
Director
    
     
*   
    February 19, 2010
Richard H. Lenny
    
Director
    
     
*   
    February 19, 2010
Walter E. Massey
    
Director
    
 
*   
    February 19, 2010
Andrew J. McKenna
    
Chairman of the Board and Director
    
     
*   
    February 19, 2010
Cary D. McMillan
    
Director
    
     
*   
    February 19, 2010
Kevin M. Ozan
    
Corporate Senior Vice President - Controller
    
     
*   
    February 19, 2010
Sheila A. Penrose
    
Director
    
     
*   
    February 19, 2010
John W. Rogers, Jr.
    
Director
    
     
*   
    February 19, 2010
James A. Skinner
    
Vice Chairman, Chief Executive Officer and Director
    
     
*   
    February 19, 2010
Roger W. Stone
    
Director
    
     
*        February 19, 2010
Miles D. White     
Director     
 
 
______________________
*
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.


    By:    /s/ Gloria Santona      
       Gloria Santona
       Attorney-in-Fact

 
 
 

 
The Plan.  Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the McDonald’s Corporation Profit Sharing and Savings Plan) have 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 this 19th day of February, 2010.
 
 
McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN
  
       
  By: ADMINISTRATIVE COMMITTEE   
       
 
By:
/s/ Michael D. Richard           
   
Michael D. Richard
  
   
Chairman of the Administrative Committee 
  

 
The Plan.  Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the McDonald’s Ventures 401(k) Plan) have 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 this 19th day of February, 2010.
 
 
McDONALD’S VENTURES 401(k) PLAN
  
       
  By: ADMINISTRATIVE COMMITTEE OF  
    McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN   
    (as successor plan through merger)   
       
 
By:
/s/ Michael D. Richard           
   
Michael D. Richard
  
   
Chairman of the Administrative Committee 
  

 
 
 




EXHIBIT INDEX

Exhibit No.
  
Description
     
24
  
Power of Attorney