<PAGE>
As filed with the Securities and Exchange Commission on May 11, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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McDonald's Corporation
(Exact name of issuer as specified in its charter)
DELAWARE 36-2361282
(State of incorporation) (I.R.S. Employer Identification No.)
One McDonald's Plaza, Oak Brook, Illinois 60523
(Address and zip code of principal executive offices)
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McDONALD'S CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
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GLORIA SANTONA
Vice President, U.S. General Counsel and Secretary
One McDonald's Plaza
Oak Brook, Illinois 60523
(630) 623-3373
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount of Shares to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share..................... 200,000 $35.59375 $7,118,750 $1,879.35
==================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h)(1) based on the closing price for the
Common Stock as reported on the New York Stock Exchange Composite Tape on
May 5, 2000.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by McDonald's Corporation (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999, SEC File No. 1-5231.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, SEC File No. 1-5231
(c) The Company's Current Report on Form 8-K dated April 20, 2000.
(d) The description of the Company's common stock under the caption
"Description of Capital Stock" contained in the Company's Registration
Statement on Form 8-A dated December 23, 1988, as amended in the Company's
Form 8-K's dated May 25, 1989 and July 25, 1990.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c) 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part here of from the date of the filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
(a) The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1999, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given on the authority of such firm as experts in accounting and auditing.
(b) The legality of the securities being offered hereunder has been passed
upon by Gloria Santona, Vice President, U.S. General Counsel and Secretary of
the Company, One McDonald's Plaza, Oak Brook, Illinois 60523. Ms. Santona is a
full-time employee of the Company and owns, and holds options to purchase,
shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporate Law (the "GCL") provides
for indemnification of directors and officers against any legal
liability (other than liability arising from derivative suits) if the
<PAGE>
director or officer acted in good faith and in a manner that he or she
reasonably believed to be in or not opposed to the best interests of the
corporation. In criminal actions, the director or officer must also have had no
reasonable cause to believe that his or her conduct was unlawful. A corporation
may indemnify a director or officer in a derivative suit if the director or
officer acted in good faith and in a manner that he or she reasonably believed
to be in or not opposed to the best interests of the corporation unless the
director or officer is found liable to the corporation (in which case a court
may permit indemnity for such director or officer to the extent it deems
proper).
Article V of the Company's By-Laws provides that the Company shall
indemnify and hold harmless each director and officer to the fullest extent
permitted under the GCL, provided that the person seeking indemnification has
met the applicable standard of conduct set forth in the By-Laws. Such
indemnification could cover all expenses as well as liabilities and losses
incurred by directors and officers. The Board of Directors has the authority by
resolution to provide for other indemnification of directors and officers as it
deems appropriate.
The By-Laws further provide that the Company may maintain insurance at its
expense to protect any director or officer against any expenses, liabilities or
losses, whether or not the company would have the power to indemnify such
director or officer against such expenses, liabilities or losses under the GCL.
Pursuant to this provision, the Company maintains insurance against any
liability incurred by its directors and officers in defense of any action in
which they are made parties by reason of their positions as directors and
officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The undersigned hereby files the exhibits identified on the Exhibit Index
included as part of this Registration Statement.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
<PAGE>
forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 of 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 Village of Oak Brook, and State of Illinois, on the 11th day
of May, 2000.
McDONALD'S CORPORATION
By: /s/ Michael L. Conley
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Michael L. Conley
Executive Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael L. Conley, Jeffrey B. Kindler and Gloria
Santona, and each of them, his or her true and lawful attorneys-in-fact and
agents, 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 all 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 in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 11th day of May, 2000.
/s/ Hall Adams, Jr.
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Hall Adams, Jr.
Director
/s/ James R. Cantalupo
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James R. Cantalupo
Vice Chairman and President and Director
/s/ Gordon C. Gray
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Gordon C. Gray
Director
/s/ Jack M. Greenberg
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Jack M. Greenberg
Chairman and Chief Executive Officer and Director
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Enrique Hernandez, Jr.
Director
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Jeanne P. Jackson
Director
/s/ Donald R. Keough
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Donald R. Keough
Director
/s/ Donald G. Lubin
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Donald G. Lubin
Director
/s/ Walter E. Massey
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Walter E. Massey
Director
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Andrew J. McKenna
Director
/s/ Michael R. Quinlan
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Michael R. Quinlan
Chairman of the Executive Committee and Director
/s/ Terry L. Savage
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Terry L. Savage
Director
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Roger W. Stone
Director
/s/ Robert N. Thurston
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Robert N. Thurston
Director
/s/ Fred L. Turner
- ----------------------------------------------------
Fred L. Turner
Senior Chairman and Director
/s/ B. Blair Vedder, Jr.
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B. Blair Vedder, Jr.
Director
/s/ Michael L. Conley
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Michael L. Conley
Executive Vice President and Chief Financial Officer
/s/ Christopher Pieszko
- ----------------------------------------------------
Christopher Pieszko
Senior Vice President and Corporate Controller
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
4. Instruments defining the rights of security holders, including
indentures(A):
(a) Senior Debt Securities Indenture dated as of October 19, 1996
incorporated herein by reference from Exhibit 4(a) of Form S-3
Registration Statement (File No. 333-14141).
(i) 6-3/8% Debentures due January 8, 2028. Supplemental Indenture
No. 1 dated as of January 8, 1998, incorporated herein by
reference from Exhibit (4)(a) of Form 8-K dated January 5, 1998.
(ii) 5.90% REset Put Securities due 2011. Supplemental Indenture
No. 2 dated as of May 11, 1998, incorporated herein by reference
from Exhibit 4(a) of Form 8-K dated May 6, 1998.
(iii) 6% REset Put Securities due 2012. Supplemental Indenture No. 3
dated as of June 23, 1998, incorporated herein by reference from
Exhibit 4(a) of Form 8-K dated June 18, 1998.
(iv) Medium-Term Notes, Series F, due from 1 year to 60 years from the
Date of Issue. Supplemental Indenture No. 4 incorporated herein
by reference from Exhibit (4)(c) of Form S-3 Registration
Statement (File No. 333-59145), dated July 15, 1998.
(b) Subordinated Debt Securities Indenture dated as of October 18, 1996,
incorporated herein by reference from Form 8-K dated October 18, 1996.
(i) 7-1/2% Subordinated Deferrable Interest Debentures due 2036.
Supplemental Indenture No. 1 dated as of November 5, 1996,
incorporated herein by reference from Exhibit (4)(b) of Form 8-K
dated October 18, 1996.
(ii) 7-1/2% Subordinated Deferrable Interest Debentures due 2037.
Supplemental Indenture No. 2 dated as of January 14, 1997,
incorporated herein by reference from Exhibit (4)(b) of Form 8-K
dated January 9, 1997.
(iii) 7.31% Subordinated Deferrable Interest Debentures due 2027.
Supplemental Indenture No. 3 dated September 24, 1997,
incorporated herein by reference from Exhibit (4)(b) of Form 8-K
dated September 19, 1997.
(c) Debt Securities. Indenture dated as of March 1, 1987 incorporated
herein by reference from Exhibit 4(a) of Form S-3 Registration
Statement (File No. 33-12364).
(i) Medium-Term Notes, Series B, due from nine months to 30 years
from Date of Issue. Supplemental Indenture No. 12 incorporated
herein by reference from Exhibit (4) of Form 8-K dated August 18,
1989 and Forms of Medium-Term Notes, Series B, incorporated
herein by reference from Exhibit (4)(b) of Form 8-K dated
September 14, 1989.
(ii) Medium-Term Notes, Series C, due from nine months to 30 years
from Date of Issue. Form of Supplemental Indenture No. 15
incorporated herein by reference from Exhibit 4(b) of Form S-3
Registration Statement (File No. 33-34762), dated May 14, 1990.
<PAGE>
(iii) Medium-Term Notes, Series C, due from nine months (U.S.
Issue)/184 days (Euro Issue) to 30 years from Date of Issue.
Amended and restated Supplemental Indenture No. 16 incorporated
herein by reference from Exhibit (4) of Form 10-Q for the period
ended March 31, 1991.
(iv) 8-7/8% Debentures due 2011. Supplemental Indenture No. 17
incorporated herein by reference from Exhibit (4) of Form 8-K
dated April 22, 1991.
(v) Medium-Term Notes, Series D, due from nine months (U.S.
Issue)/184 days (Euro Issue) to 60 years from Date of Issue.
Supplemental Indenture No. 18 incorporated herein by reference
from Exhibit 4(b) of Form S-3 Registration Statement (File No.
33-42642), dated September 10, 1991.
(vi) 6-3/4% Notes due February 15, 2003. Form of Supplemental
Indenture No. 20 incorporated herein by reference from
Exhibit (4) of Form 8-K dated March 1, 1993.
(vii) 7-3/8% Debentures due July 15, 2033. Form of Supplemental
Indenture No. 21 incorporated herein by reference from
Exhibit (4)(a) of Form 8-K dated July 15, 1993.
(viii) Medium-Term Notes, Series E, due from nine months (U.S.
Issue)/184 days (Euro Issue) to 60 years from the Date of Issue.
Supplemental Indenture No. 22 incorporated herein by reference
from Exhibit 4(b) of Form S-3 Registration Statement (File No.
33-60939), dated July 13, 1995.
(ix) 6-5/8% Notes due September 1, 2005. Form of Supplemental
Indenture No. 23 incorporated herein by reference from
Exhibit (4)(a) of Form 8-K dated September 5, 1995.
(x) 7.05% Debentures due 2025. Form of Supplemental Indenture No. 24
incorporated herein by reference from Exhibit (4)(a) of Form 8-K
dated November 13, 1995.
5. Opinion of Gloria Santona, including consent.
23(a) Consent of Gloria Santona is included in exhibit 5.
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page hereof).
__________
(A) Other instruments defining the rights of holders of long-term debt of the
registrant and all of its subsidiaries for which consolidated financial
statements are required to be filed and which are not required to be
registered with the Securities and Exchange Commission, are not included
herein as the securities authorized under these instruments,
individually, do not exceed 10% of the total assets of the registrant and
its subsidiaries on a consolidated basis. An agreement to furnish a copy
of any such instruments to the Securities and Exchange Commission upon
request has been filed with the Commission.
<PAGE>
Exhibit 5
May 11, 2000
McDonald's Corporation
One McDonald's Plaza
Oak Brook, Illinois 60523
Gentlemen:
A Registration Statement on Form S-8 is being filed on or about the date of this
letter with the Securities and Exchange Commission covering the registration of
shares of common stock, par value $.01 per share (the "Securities"), of
McDonald's Corporation (the "Company") to be offered in connection with the
Company's Non-Employee Director Stock Option Plan (the "Plan").
In my capacity as Vice President, U.S. General Counsel and Secretary, I have
examined and am familiar with the corporate records of the Company, including
its Certificate of Incorporation, as amended, its By-Laws, and minutes of all
directors' and stockholders' meetings, and other documents (including the Plan
and any amendments thereto), which I have deemed relevant or necessary as the
basis for my opinion as hereinafter set forth.
Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing in good standing under
the laws of the State of Delaware.
2. The Securities have been duly authorized and, when issued pursuant to the
Plan, will be legally issued, fully paid and non-assessable.
I consent to the inclusion of this opinion as an exhibit to the Registration
Statement referred to above and to the reference to me in such Registration
Statement.
Very truly yours,
/s/ Gloria Santona
Gloria Santona
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the McDonald's Corporation Non-
Employee Director Stock Option Plan and to the incorporation by reference
therein of our report dated January 26, 2000, with respect to the consolidated
financial statements of McDonald's Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1999, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
May 11, 2000
