CONSTELLATION BRANDS, INC. — Board/Management Information 2009

Dec 1, 2009

8-K 1 form8k-120109.htm FORM 8K 120109 form8k-120109.htm Licensed to: Constellation Brands, inc. Document Created using EDGARizer 5.1.4.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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) November 24, 2009

| 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.)

207 High Point Drive, Building 100, Victor, NY 14564

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (585) 678-7100

| 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Effective November 24, 2009, José F. Fernandez, Chief Executive Officer, Constellation Wines North America is on a leave of absence from Constellation Brands, Inc. (“Constellation”) for personal medical reasons. He remains an employee of Constellation.

Item 7.01. Regulation FD Disclosure.

On December 1, 2009, Constellation Brands, Inc. (“Constellation”) issued a news release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, providing information regarding a senior management change within its North American business.

References to Constellation’s website in the release do not incorporate by reference the information on such website into this Current Report on Form 8-K and Constellation disclaims any such incorporation by reference. The information in the news release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section. It may 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) | Exhibits. |
| | The
following exhibit is furnished
as part of this Current Report on Form
8-K: |

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | News Release of
Constellation Brands, Inc. dated December 1,
2009. |

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.

| Date: December
1, 2009 |
| --- |
| By: /s/ Robert
Ryder |
| Robert
Ryder |
| Executive
Vice President and Chief
Financial Officer |

INDEX TO EXHIBITS

Exhibit No. 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) | News
Release of Constellation Brands, Inc. dated December
1, 2009. |
| (100) | XBRL-RELATED
DOCUMENTS |
| | Not
Applicable. |
| (101) | INTERACTIVE
DATA FILE |
| | Not
Applicable. |