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

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)		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

(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.

 

 

 

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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).

 

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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 27^th day of June 2014.

 

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

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/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

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/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

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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).