8-K 1 d710194d8k.htm FORM 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): February 19, 2019

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)

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 8.01. | Other Events.

The “Description of Our Common Stock” set forth in Exhibit 99.1 hereto is being filed for the purpose of providing an updated description of the Common Stock of Coca-Cola Consolidated, Inc. (the “Company”). The “Description of Our Common Stock” set forth in Exhibit 99.1 hereto is incorporated herein by reference and modifies and supersedes any prior description of the Common Stock of the Company in any registration statement or report filed with the U.S. Securities and Exchange Commission (the “SEC”) and will be available for incorporation by reference into certain of the Company’s filings with the SEC pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and forms promulgated thereunder.

A copy of the Specimen of Common Stock Certificate of the Company is also attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. |  | Description |  | Incorporated By Reference To
4.1 |  | Specimen of Common Stock Certificate of the Company. |  | Filed herewith.
99.1 |  | Description of Common Stock of the Company. |  | Filed 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: February 19, 2019 |  |  |  | By: |  | /s/ E. Beauregarde Fisher III
|  |  |  |  |  | E. Beauregarde Fisher III
|  |  |  |  |  | Executive Vice President, General Counsel and Secretary