8-K: Current report filing
Published on October 12, 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) October 11,
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
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(Address
of Principal Executive Offices)
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(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):
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| 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)) |
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ITEM 5.03
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
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On
October 11, 2006, Constellation Brands, Inc. (the “Company”) filed a Certificate
of Elimination with the Secretary of State of the State of Delaware
effecting
the elimination from the Company’s Restated Certificate of Incorporation of all
matters set forth in the Certificate of Designations with respect to
the 5.75%
Series A Mandatory Convertible Preferred Stock of the Company (the
“Preferred
Stock”), no shares of which were issued and outstanding following the automatic
conversion of the Preferred Stock into shares of the Class A Common
Stock of the
Company on September 1, 2006. The Certificate of Elimination, which
was
effective October 11, 2006, is attached to this report as Exhibit 3.1 and
is incorporated by reference herein.
Also
on October 11, 2006 and following the filing and effectiveness of the
Certificate of Elimination, the Company filed a Restated Certificate
of
Incorporation with the Secretary of State of the State of Delaware,
restating
and
integrating, without further amending, the Company’s Certificate of
Incorporation, as such Certificate of Incorporation had heretofore
been
restated, amended or supplemented. The
Restated Certificate of Incorporation, which also was effective October
11,
2006, is attached hereto as Exhibit 3.2 and
is
incorporated by reference herein.
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ITEM
9.01
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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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Exhibits.
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The
following exhibit is furnished as part of this Current Report
on Form
8-K:
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Exhibit
No.
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Description
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3.1
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Certificate
of Elimination of the Company.
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3.2
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Restated
Certificate of Incorporation of the Company.
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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: October
12, 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
No.
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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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3.1
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Certificate of Elimination of the Company. | |
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3.2
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Restated
Certificate of Incorporation of the Company.
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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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Not
Applicable.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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