As filed with the Securities and Exchange Commission on May 13, 2008

Registration No. 333-56524

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

PepsiCo, Inc.

 

North Carolina (State or Other Jurisdiction of Incorporation or Organization)		13-1584302 (I.R.S. Employer Identification Number)

PepsiCo Puerto Rico 1165(e) Plan
(Full Title of the Plan)

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):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

Explanatory Note

          PepsiCo, Inc. (“PepsiCo”) has previously terminated the PepsiCo Puerto Rico 1165(e) Plan (the “Plan”). Accordingly, no further investments may be made under the Plan in shares of PepsiCo’s common stock (“Common Stock”).

          Therefore, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed on March 5, 2001, File No. 333-56524 (the “Registration Statement”), is being filed to terminate the Registration Statement and deregister any shares of Common Stock and Plan interests previously registered pursuant to the Registration Statement that remain unsold.

SIGNATURES

          The Registrant. 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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Purchase and State of New York, on the 13^th day of May, 2008.

		PepsiCo, Inc.
		By:		/s/ Thomas H. Tamoney, Jr.
				Name: Thomas H. Tamoney, Jr.
				Title: Senior Vice President, Deputy General           Counsel and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

SIGNATURE		TITLE		DATE
*		Chairman of the Board of Directors		May 13, 2008
Indra K. Nooyi		and Chief Executive Officer
*		Chief Financial Officer		May 13, 2008
Richard Goodman
*		Senior Vice President and Controller		May 13, 2008
Peter A. Bridgman		(Principal Accounting Officer)
*		Director		May 13, 2008
Dina Dublon
*		Director		May 13, 2008
Victor J. Dzau
*		Director		May 13, 2008
Ray L. Hunt
*		Director		May 13, 2008
Alberto Ibargüen
*		Director		May 13, 2008
Arthur C. Martinez
*		Director		May 13, 2008
Sharon Percy Rockefeller
*		Director		May 13, 2008
James J. Schiro
*		Director		May 13, 2008
Daniel Vasella

SIGNATURE		TITLE		DATE
*		Director		May 13, 2008
Michael D. White

* By		/s/ Thomas H. Tamoney, Jr.
		Thomas H. Tamoney, Jr.
		As attorney in fact

          The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Purchase and State of New York, on the 9^th day of May, 2008.

		By:		/s/ Greg Heaslip		/s/ Bruce Monte
				Greg Heaslip		Bruce Monte
				/s/ Maria Sharpe		/s/ Cindy Sloat
				Maria Sharpe		Cindy Sloat
		Title:		Members of the PepsiCo Administration Committee, the Plan Administrator of the PepsiCo Puerto Rico 1165(e) Plan

INDEX OF EXHIBITS

Exhibit 24		Power of Attorney of certain officers and directors, previously filed as Exhibit 24 to PepsiCo’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007.