8-K: Current report filing
Published on April 5, 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) April
4, 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, New York 14450
| (Address of Principal Executive Offices) | (Zip Code) |
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Registrant's telephone number, including area code
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(585)
218-3600
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Not
applicable
|
|
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(Former
name or former address, if changed since last
report)
|
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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.
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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 April 4,
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:
April 4, 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 April 4,
2006.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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