PBG Pepsi Bottling Grp.

As filed with the Securities and Exchange Commission on February 26, 2010

      Registration No. 333-154250

 

 

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

THE PEPSI BOTTLING GROUP, INC.

(Exact name of registrant as specified in its charter)

		One Pepsi Way
		Somers, New York 10589
Delaware		Telephone: (914) 767-6000		13-4038356
(State or other jurisdiction of		(Address of Principal Executive Offices)		(I.R.S. Employer
incorporation or organization)				Identification No.)

PBG 2004 LONG-TERM INCENTIVE PLAN
(Full title of the plan)

Steven M. Rapp
Senior Vice President, General Counsel and Secretary
The Pepsi Bottling Group
One Pepsi Way
Somers, New York 10589
Telephone: (914) 767-7971
(Name, address and telephone numbers,
including area code, of agent for service)

Copy to:
ROBERT M. LAROSE, ESQ.
Thompson Coburn LLP
One US Bank Plaza
St. Louis, Missouri 63101
Telephone: (314) 552-6000

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. (Check one):

 

 

PART I

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

     This Post-Effective Amendment No. 1 (the “Amendment”), relates to the Registration Statement on Form S-8 (the “Registration Statement”), File No. 333-154250, of The Pepsi Bottling Group, Inc. (the “Company”) which was filed with the Securities and Exchange Commission (the “Commission”) and became effective on October 14, 2008. The Registration Statement registered 12,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for issuance pursuant to the PBG 2004 Long-Term Incentive Plan (the “Plan”). This Amendment is being filed for the sole purpose of terminating the Registration Statement and deregistering any unissued shares previously registered under the Registration Statement and issuable under the Plan. The Company hereby removes from registration any and all unissued shares of Common Stock registered under the Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits .

Exhibit No.		Description
24		Powers 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 Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Somers, State of New York, on February 26, 2010.

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/ Eric J. Foss *		Chairman of the Board of Directors and		February 26, 2010
Eric J. Foss		Chief Executive Officer
/s/ Alfred H. Drewes *		Senior Vice President and Chief Financial Officer		February 26, 2010
Alfred H. Drewes		(Principal Financial Officer)
/s/ Thomas M. Lardieri *		Vice President and Controller		February 26, 2010
Thomas M. Lardieri		(Principal Accounting Officer)
/s/ Linda G. Alvarado *		Director		February 26, 2010
Linda G. Alvarado
/s/ Barry H. Beracha *		Director		February 26, 2010
Barry H. Beracha
/s/ John C. Compton *		Director		February 26, 2010
John C. Compton
/s/ Ira D. Hall *		Director		February 26, 2010
Ira D. Hall
/s/ Susan D. Kronick *		Director		February 26, 2010
Susan D. Kronick
/s/ Blythe J. McGarvie *		Director		February 26, 2010
Blythe J. McGarvie
/s/ John A. Quelch *		Director		February 26, 2010
John A. Quelch

Signature		Title		Date
/s/ Javier G. Teruel *		Director		February 26, 2010
Javier G. Teruel
/s/ Cynthia M. Trudell *		Director		February 26, 2010
Cynthia M. Trudell

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