8-K: Current report filing
Published on February 17, 2006
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) February
16, 2006
CONSTELLATION
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-08495
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16-0716709
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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370
Woodcliff Drive, Suite 300, Fairport, NY 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
7.01 REGULATION
FD DISCLOSURE.
On
February 16, 2006, Constellation
Brands, Inc. (the “Company”) issued a press release (the “release”), a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The release provided information about, among other items,
the
Company’s plan to reorganize its global wine operations and estimated
charges associated with that reorganization, the increase to the
Company’s stock repurchase program so that the Company is authorized to
make future repurchases of its Class A and Class B Common Stock up to
an
aggregate of $100 million, changes to stock options including the acceleration
of certain unvested stock options, and guidance for the Company’s fourth quarter
and fiscal year ending February 28, 2006 and fiscal year ending February
28,
2007.
References
to the Company’s website in
the release do not incorporate by reference the information on such website
into
this Current Report on Form 8-K and the Company disclaims any such incorporation
by reference. The information included in this Current Report on Form
8-K,
including the press 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, or
otherwise
subject to the liabilities of that section. It 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.
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(a)
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Financial
statements of businesses acquired.
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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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(c)
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Shell
company transactions.
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Not
applicable.
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(d)
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The
following exhibit is furnished as part of this Current Report
on Form
8-K.
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No.
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Description
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99.1
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Press
Release of Constellation Brands, Inc., dated February 16,
2006.
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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.
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CONSTELLATION
BRANDS, INC.
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Date: February
16, 2006
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By:
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/s/
Thomas S. Summer
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Thomas
S. Summer, Executive Vice President
and
Chief Financial Officer
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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(1)
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UNDERWRITING
AGREEMENT
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Not
Applicable.
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(2)
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PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
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Not
Applicable.
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(3)
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ARTICLES
OF INCORPORATION AND BYLAWS
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Not
Applicable.
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(4)
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INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
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Not
Applicable.
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(7)
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CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
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Not
Applicable.
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(14)
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CODE
OF ETHICS
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Not
Applicable.
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(16)
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LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
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Not
Applicable.
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(17)
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CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
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Not
Applicable.
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(20)
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OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
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Not
Applicable.
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(23)
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CONSENTS
OF EXPERTS AND COUNSEL
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Not
Applicable.
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(24)
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POWER
OF ATTORNEY
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Not
Applicable.
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(99)
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ADDITIONAL
EXHIBITS
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(99.1)
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Press
Release of Constellation Brands, Inc., dated February 16,
2006.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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