As filed with the Securities and Exchange Commission on June 27, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mondelēz International, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Virginia | 52-2284372 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| Three Parkway North Deerfield, Illinois |
60015 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
MONDELĒZ INTERNATIONAL, INC. AMENDED AND
RESTATED 2005 PERFORMANCE INCENTIVE PLAN
(Full Title of the Plan)
Carol J. Ward, Esq.
Vice President and Corporate Secretary
Mondelēz International, Inc.
Three Parkway North
Deerfield, Illinois 60015
(Name and Address of Agent For Service)
(847) 943-4000
(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 | ¨ | Smaller reporting company | ¨ | |||
| (Do not check if a smaller reporting company) | ||||||
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee | ||||
| Class A Common Stock, no par value |
75,691,747 | $37.28 | $2,821,788,328.16 | $363,446.34 | ||||
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| (1) | Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional and indeterminate number of shares of Class A Common Stock as may become issuable by reason of stock dividends, stock splits or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act pursuant to Rules 457(c) and 457(h), based upon the average of the high and low prices of the Class A Common Stock of Mondelēz International, Inc. as quoted on the NASDAQ Global Select Market on June 23, 2014. |
NOTE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 75,691,747 shares of the Class A Common Stock, no par value, of Mondelēz International, Inc. (the “Company” or “Registrant”), which may be issued pursuant to awards under the Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the contents of the Registration Statements on Form S-8 filed by the Company with respect to the Plan on June 21, 2005 (Registration No. 333-125992) and March 26, 2010 (Registration No. 333-165736), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. | |
| 4.1 | Amended and Restated Articles of Incorporation of Mondelēz International, Inc., effective March 14, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2013). | |
| 4.2 | Amended and Restated By-Laws of Mondelēz International, Inc., effective October 1, 2012 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2012). | |
| 4.3 | Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2014). | |
| 5.1 | Opinion of Hunton & Williams LLP. | |
| 23.1 | Consent of Hunton & Williams LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of PricewaterhouseCoopers LLP. | |
| 24.1 | Powers of Attorney (included on the signature page of the Registration Statement). | |
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on this 27th day of June 2014.
| MONDELĒZ INTERNATIONAL, INC. | ||
| By: | /s/ Carol J. Ward | |
| Carol J. Ward | ||
| Vice President and Corporate Secretary | ||
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Irene B. Rosenfeld, David A. Brearton, Gerhard W. Pleuhs, Kim Harris Jones and Carol J. Ward, and any one or more of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Irene B. Rosenfeld Irene B. Rosenfeld |
Director, Chairman and Chief Executive Officer |
June 27, 2014 | ||
| /s/ David A. Brearton David A. Brearton |
Executive Vice President and Chief Financial Officer |
June 27, 2014 | ||
| /s/ Kim Harris Jones Kim Harris Jones |
Senior Vice President and Corporate Controller |
June 27, 2014 | ||
| /s/ Stephen F. Bollenbach Stephen F. Bollenbach |
Director |
June 27, 2014 | ||
| /s/ Lewis W. K. Booth Lewis W. K. Booth |
Director |
June 27, 2014 | ||
| /s/ Lois D. Juliber Lois D. Juliber |
Director |
June 27, 2014 | ||
| /s/ Mark D. Ketchum Mark D. Ketchum |
Director |
June 27, 2014 | ||
| /s/ Jorge S. Mesquita Jorge S. Mesquita |
Director |
June 27, 2014 | ||
| /s/ Nelson Peltz Nelson Peltz |
Director |
June 27, 2014 | ||
| /s/ Fredric G. Reynolds Fredric G. Reynolds |
Director |
June 27, 2014 | ||
| /s/ Patrick T. Siewert Patrick T. Siewert |
Director |
June 27, 2014 | ||
| /s/ Ruth J. Simmons Ruth J. Simmons |
Director |
June 27, 2014 | ||
| /s/ Ratan N. Tata Ratan N. Tata |
Director |
June 27, 2014 | ||
| /s/ Jean-François M. L. van Boxmeer Jean-François M. L. van Boxmeer |
Director |
June 27, 2014 | ||
EXHIBIT INDEX
| 4.1 | Amended and Restated Articles of Incorporation of Mondelēz International, Inc., effective March 14, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2013). | |
| 4.2 | Amended and Restated By-Laws of Mondelēz International, Inc., effective October 1, 2012 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2012). | |
| 4.3 | Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2014). | |
| 5.1 | Opinion of Hunton & Williams LLP. | |
| 23.1 | Consent of Hunton & Williams LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of PricewaterhouseCoopers LLP. | |
| 24.1 | Powers of Attorney (included on the signature page of the Registration Statement). | |
Exhibit 5.1
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HUNTON & WILLIAMS LLP 951 EAST BYRD STREET
TEL 804 • 788 • 8200 FAX 804 • 788 • 8218
FILE NO: 59109.000001 | |
June 27, 2014
Mondelēz International, Inc.
Three Parkway North
Deerfield, Illinois 60015
Registration Statement on Form S-8
Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan
Ladies and Gentlemen:
We have acted as special Virginia counsel to Mondelēz International, Inc., a Virginia corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), as filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 75,691,747 shares of the Company’s common stock (the “Shares”), without par value, issuable pursuant to the Company’s Amended and Restated 2005 Performance Incentive Plan (the “Plan”), as referenced in the Registration Statement.
This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
For purposes of the opinion expressed below, we have relied upon, among other things, our examination of such documents and records of the Company and certificates of its officers and of public officials as we deemed necessary.
For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons and (iv) the genuineness of signatures not witnessed by us.
We do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia.
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
Mondelēz International, Inc.
June 27, 2014
Page 2
Based upon the foregoing and the further qualifications stated below, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Plan and any award agreement entered into under the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. We do not undertake to advise you of any changes in the opinions expressed herein based on matters that might arise hereafter or be brought to our attention.
Very truly yours,
/s/ Hunton & Williams LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 3, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appear in Mondelēz International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
June 27, 2014