CONSTELLATION BRANDS, INC. — Board/Management Information 2006

Apr 4, 2006

8-K 1 form8k-040406.htm FORM 8K 040406 Form 8K 040406 Licensed to: cb242 Document Created using EDGARIZER HTML 3.0.3.0 Copyright 2005 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

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) April 4, 2006

CONSTELLATION BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-08495	16-0716709
(State
or other jurisdiction of
incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

370 Woodcliff Drive, Suite 300, Fairport, New York 14450

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (585) 218-3600

| Not
applicable |
| --- |
| (Former
name or former address, if changed since last
report) |

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 (see General Instruction A.2. below):

| o | Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425) |
| --- | --- |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| o | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

(d) On April 4, 2006, Barry A. Fromberg was elected to serve on the Board of Directors (“Board”) of Constellation Brands, Inc. (“Constellation” or the "Company"), effective immediately, to fill the vacancy created by the November 17, 2005 resignation of George Bresler.

Mr. Fromberg has not yet been named to any committee of the Board of Directors and at this time no determination has been made as to which, if any, committee of the Board of Directors he will be named. Mr. Fromberg, who is currently retired, had been Executive Vice President and Chief Financial Officer of Dean Foods Company, a food and beverage company, from 1998 until April 1, 2006. He is a Certified Public Accountant. The Board considers Mr. Fromberg to be an independent director under applicable New York Stock Exchange requirements. As a Non-Management Director of the Board, Mr. Fromberg will receive the same standard compensation amounts paid to other non-management directors for service on the Board, which amounts have been disclosed previously in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2005 filed by the Company with the U.S. Securities and Exchange Commission on October 11, 2005. However, as Mr. Fromberg is being elected to fill the remaining four months of Mr. Bresler’s term, the amount of Mr. Fromberg’s annual retainer, annual option grant and restricted stock award has been prorated from the date of his election to the scheduled date of the Company’s next annual meeting of stockholders.

There were no arrangements or understandings between Mr. Fromberg and any other person pursuant to which he was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Fromberg that are required to be disclosed by Item 404(a) of Regulation S-K.

ITEM 7.01 REGULATION FD DISCLOSURE.

On April 4, 2006 Constellation Brands, Inc. issued a press release announcing the election of Barry A. Fromberg as a member of Constellation’s Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.

The information included in Item 7.01 of this Current Report on Form 8-K and the exhibit filed herewith is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section and may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) The following exhibit is furnished as part of this Current Report on Form 8-K.

No.	Description
99.1	Press
Release of Constellation Brands, Inc., dated April 4,
2006.

SIGNATURES

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.

| /s/
Thomas S. Summer |
| --- |
| Thomas
S. Summer, Executive Vice President and Chief Financial
Officer |

INDEX TO EXHIBITS

| Exhibit
Number | Description |
| --- | --- |
| (1) | UNDERWRITING
AGREEMENT |
| | Not
Applicable. |
| (2) | PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION |
| | Not
Applicable. |
| (3) | ARTICLES
OF INCORPORATION AND BYLAWS |
| | Not
Applicable. |
| (4) | INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES |
| | Not
Applicable. |
| (7) | CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW |
| | Not
Applicable. |
| (14) | CODE
OF ETHICS |
| | Not
Applicable. |
| (16) | LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT |
| | Not
Applicable. |
| (17) | CORRESPONDENCE
ON DEPARTURE OF DIRECTOR |
| | Not
Applicable. |
| (20) | OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS |
| | Not
Applicable. |
| (23) | CONSENTS
OF EXPERTS AND COUNSEL |
| | Not
Applicable. |
| (24) | POWER
OF ATTORNEY |
| | Not
Applicable. |
| (99) | ADDITIONAL
EXHIBITS |
| (99.1) | Press
Release of Constellation Brands, Inc., dated April 4,
2006. |
| (100) | XBRL-RELATED
DOCUMENTS |
| | Not
Applicable. |