Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 28, 2018

COCA-COLA CONSOLIDATED, INC.

(Exact name of registrant as specified in its charter)


Delaware	0-9286	56-0950585
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4100 Coca-Cola Plaza, Charlotte, North Carolina		28211
(Address of principal executive offices)		(Zip Code)

(704) 557-4400

(Registrant’s telephone number, including area code)

Coca-Cola Bottling Co. Consolidated

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 28, 2018, Coca-Cola Consolidated, Inc. (formerly Coca-Cola Bottling Co. Consolidated) (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to change the legal name of the Company from “Coca-Cola Bottling Co. Consolidated” to “Coca-Cola Consolidated, Inc.,” effective as of January 1, 2019 (the “Name Change”). Additionally, on December 28, 2018, the Board of Directors of the Company adopted Amended and Restated By-laws (the “Amended and Restated By-laws”) to reflect the Name Change, effective as of January 1, 2019. Copies of the Certificate of Amendment and the Amended and Restated By-laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The Company’s Common Stock will continue to trade on the NASDAQ Global Select Market under the symbol “COKE” and its CUSIP number will not change. Outstanding stock certificates for shares of the Company’s Common Stock continue to be valid and need not be exchanged.

Item 7.01.

Regulation FD Disclosure.

On January 2, 2019, the Company issued a news release announcing the Name Change. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits .


Exhibit No.	Description	Incorporated By Reference To

3.1	Certificate of Amendment to the Restated Certificate of Incorporation of the Company.	Filed herewith.

3.2	Amended and Restated By-laws of the Company.	Filed herewith.

99.1	News Release, dated January 2, 2019.	Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	COCA-COLA CONSOLIDATED, INC.

Date: January 2, 2019	By:	/s/ E. Beauregarde Fisher III
		E. Beauregarde Fisher III Executive Vice President, General Counsel and Secretary