CONSTELLATION BRANDS, INC. — Regulatory Filings 2006

Feb 27, 2006

S-8 1 forms8-022706.htm FORM S-8 022706 Form S-8 022706 Licensed to: cb242 Document Created using EDGARIZER HTML 3.0.3.0 Copyright 2005 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

As filed with the Securities and Exchange Commission on February 27, 2006

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

| CONSTELLATION
BRANDS, INC. |
| --- |
| (Exact name of Registrant as specified in its charter) |

Delaware	16-0716709
(State
or other jurisdiction of
incorporation or organization)	(I.R.S.
Employer Identification
No.)

| 370
Woodcliff Drive, Suite 300, Fairport,
New York | 14450 |
| --- | --- |
| (Address
of Principal Executive Offices) | (Zip
Code) |

CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN

(Full title of the Plan)

Thomas J. Mullin , Esq.

Executive Vice President and General Counsel

Constellation Brands, Inc.

370 Woodcliff Drive, Suite 300

Fairport, New York 14450

(585) 218-3600

(Name, address, and telephone

number, including area code, of agent for service)

Copy to:

James A. Locke III, Esq.

Nixon Peabody LLP

1300 Clinton Square

Rochester, New York 14604

(585) 263-1000

CALCULATION OF REGISTRATION FEE

| Title of Securities to be Registered
(1)_ | Amount
to be Registered
(1) | Proposed Maximum
Offering Price
Per Share (2) | Proposed
Maximum Aggregate Offering
Price | Amount
of Registration
Fee |
| --- | --- | --- | --- | --- |
| Class
A Common
Stock, par
value $.01 per
share | 3,219,356 | $27.235 | $87,679,160.66 | $9,381.67 |
| | 73,860 | $30.52 | $2,254,207.20 | $241.20 |
| | 12,515 | $27.96 | $349,919.40 | $37.44 |
| | 65,900 | $24.92 | $1,642,228.00 | $175.72 |
| | 32,450 | $26.22 | $850,839.00 | $91.04 |
| | 50,000 | $26.15 | $1,307,500.00 | $139.90 |
| | 20,545,919 | $25.53
(3) | $524,537,312.07 | $56,125.49 |
| Total | 24,000,000 | | $618,621,166.33 | $66,192.46 |

• 2 -

| (1) | Pursuant
to Rule 416(b) under the Securities Act of 1933, this registration
statement covers such additional shares of Class A Common
Stock as may be
issuable pursuant to anti-dilution provisions of the
Plan. |
| --- | --- |
| (2) | Inserted solely for the purpose of calculating the registration fee
pursuant to
Rule 457(h)(1). |
| (3) | As
instructed by Rule 457(h)(1) and estimated in accordance
with Rule 457(c),
based upon the average of the high and low prices for the
Registrant’s
Class A Common Stock on the New York Stock Exchange reported
as of
February 22,
2006. |

EXPLANATORY NOTE

Constellation Brands, Inc. (formerly known as Canandaigua Brands, Inc. and Canandaigua Wine Company, Inc.) (the “Company”) filed a Registration Statement on Form S-8 on November 22, 1994 (Reg. No. 33-56557), Post-Effective Amendment No. 1 to such Registration Statement on November 29, 1994, and a Registration Statement on Form S-8 on October 4, 1999 (Reg. No. 333-88391) (collectively, the “Prior Registration Statements”) relating to the registration of shares of the Company’s Class A Common Stock.

On September 1, 1997, the Company changed its name from Canandaigua Wine Company, Inc. to Canandaigua Brands, Inc. and on September 19, 2000, the Company changed its name from Canandaigua Brands, Inc. to Constellation Brands, Inc. Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the “Registration Statement”) registers an additional 24,000,000 shares of the Company’s Class A Common Stock which may be acquired under the Company’s Long-Term Stock Incentive Plan.

The contents of the Prior Registration Statements are incorporated herein by reference.

Part II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

James A. Locke III, Esq. serves as a member of the Board of Directors of the Registrant. Mr. Locke is a partner in the law firm Nixon Peabody LLP, which firm has rendered an opinion regarding the legality of the securities offered by this Registration Statement. As a member of the Company’s Board of Directors, Mr. Locke is eligible to receive awards under the Plan. Mr. Locke presently owns, and has options to acquire, securities of the Company.

Certain attorneys of Nixon Peabody LLP may also own shares of the Class A Common Stock of the Company. A copy of the opinion of Nixon Peabody LLP is attached hereto as Exhibit 5.

Item 6. Indemnification of Directors and Officers.

The General Corporation Law of Delaware (Section 102) allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damage for a breach of his/her fiduciary duty as a director, except in the case where the director breached his/her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Restated Certificate of

• 3 -

Incorporation of the Registrant contains a provision which eliminates directors ’ personal liability as set forth above.

The General Corporation Law of Delaware (Section 145) gives Delaware corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; gives a director or officer who successfully defends an action the right to be so indemnified; and authorizes the Registrant to buy directors ’ and officers ’ liability insurance. Such indemnification is not exclusive of any other right to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or otherwise.

The Registrant’s Restated Certificate of Incorporation provides for indemnification to the fullest extent authorized by Section 145 of the General Corporation Law of Delaware for directors, officers and employees of the Registrant and also to persons who are serving at the request of the Registrant as directors, officers or employees of other corporations (including subsidiaries); provided that, with respect to proceedings initiated by such indemnitee, indemnification shall be provided only if such proceedings were authorized by the Board of Directors. The right of indemnification is not exclusive of any other right which any person may acquire under any statute, bylaw, agreement, contract, vote of stockholders or otherwise.

The Registrant maintains a directors ’ and officers ’ liability insurance and corporate reimbursement policy insuring directors and officers against loss arising from claims made arising out of the performance of their duties.

Item 8. Exhibits.

| Exhibit
No. | Description | Location |
| --- | --- | --- |
| 5 | Opinion
of Nixon Peabody LLP | Filed
Herewith |
| 10.1 | Long-Term
Stock Incentive Plan, which amends and restates the Canandaigua
Wine
Company, Inc. Stock Option and Stock Appreciation Right Plan | Filed
as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended May 31, 1997 and incorporated herein by
reference
* |
| 10.2 | Amendment
Number One to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1997 and incorporated herein
by reference
* |

- 4 -

| 10.3 | Amendment
Number Two to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1999 and incorporated herein by
reference* |
| --- | --- | --- |
| 10.4 | Amendment
Number Three to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 2000 and incorporated herein
by reference
* |
| 10.5 | Amendment
Number Four to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal
year ended February 28, 2001 and incorporated herein by reference |
| 10.6 | Amendment
Number Five to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 2004 and incorporated herein
by
reference |
| 10.7 | Amendment
Number Six to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 2004 and incorporated herein
by
reference |
| 23.1 | Consent
of Nixon Peabody LLP | Contained
in opinion filed as Exhibit 5 to this Registration Statement |
| 23.2 | Consent
of KPMG LLP, independent accountants | Filed
Herewith |
| 24 | Power
of Attorney | Included
on the signature page to this Registration
Statement |

• The Company’s Commission File No. is 001-08495. For filings prior to October 4, 1999, use Commission File No. 000-07570.

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 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 Town of Perinton, State of New York, on the 27th day of February, 2006.

| CONSTELLATION
BRANDS, INC. | |
| --- | --- |
| By: | /s/
Richard Sands |
| | Richard
Sands Chairman
of the Board and Chief
Executive Officer |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Richard Sands, Robert Sands and Thomas S. Summer, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and 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 or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.

| /s/
Richard Sands Richard
Sands | Director,
Chairman of the Board and Chief Executive Officer (principal
executive
officer) | February
27, 2006 |
| --- | --- | --- |
| /s/
Thomas S. Summer Thomas
S. Summer | Executive
Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | February
27, 2006 |
| /s/
Jeananne K. Hauswald Jeananne
K. Hauswald | Director | February
27, 2006 |
| /s/
James A. Locke III James
A. Locke III | Director | February
27, 2006 |
| /s/
Thomas C. McDermott Thomas
C. McDermott | Director | February
27, 2006 |
| /s/
Robert Sands Robert
Sands | Director | February
27, 2006 |
| /s/
Paul L. Smith Paul
L. Smith | Director | February
27, 2006 |

EXHIBIT INDEX

| Exhibit
No. | Description | Location |
| --- | --- | --- |
| 5 | Opinion
of Nixon Peabody LLP | Filed
Herewith |
| 10.1 | Long-Term
Stock Incentive Plan, which amends and restates the Canandaigua
Wine
Company, Inc. Stock Option and Stock Appreciation Right Plan | Filed
as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended May 31, 1997 and incorporated herein by
reference
* |
| 10.2 | Amendment
Number One to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1997 and incorporated herein
by reference
* |
| 10.3 | Amendment
Number Two to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 1999 and incorporated herein by
reference * |
| 10.4 | Amendment
Number Three to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 2000 and incorporated herein
by reference
* |
| 10.5 | Amendment
Number Four to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal
year ended February 28, 2001 and incorporated herein by reference |
| 10.6 | Amendment
Number Five to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 2004 and incorporated herein
by
reference |

| 10.7 | Amendment
Number Six to the Company’s Long-Term Stock Incentive Plan | Filed
as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 2004 and incorporated herein
by
reference |
| --- | --- | --- |
| 23.1 | Consent
of Nixon Peabody LLP | Contained
in opinion filed as Exhibit 5 to this Registration Statement |
| 23.2 | Consent
of KPMG LLP, independent accountants | Filed
Herewith |
| 24 | Power
of Attorney | Included
on the signature page to this Registration Statement |

• The Company’s Commission File No. is 001-08495. For filings prior to October 4, 1999, use Commission File No. 000-07570.