8-K: Current report filing
Published on April 9, 2007
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, 2007
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 5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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On
April
4, 2007, the size of the Board of Directors of Constellation Brands,
Inc.
(“Constellation” or the “Company”), was expanded to eight (8) members, and on
that date Peter H. Soderberg was elected to serve as a member of the
Board of
Directors, filling the additional Board seat. Also on that date he
was appointed
as a member of the Human Resources Committee of the Board of
Directors.
Mr.
Soderberg is President and Chief Executive Officer of Hillenbrand Industries,
Inc., a public holding company for two major operating businesses providing
products serving the health care and funeral services industries: Hill-Rom
Company and Batesville Casket Company. He has served in this capacity
since
March 2006. Mr. Soderberg previously served from January 2000 to March
2006 as
President and Chief Executive Officer of Welch Allyn, Inc., a privately
held
global technology and manufacturing company. Before that, he was Group
Vice
President and Chief Operating Officer of Welch Allyn’s medical products
business. Prior to joining Welch Allyn in 1993, Mr. Soderberg was employed
by
Johnson & Johnson at which he served in a variety of operations, marketing
and management positions, primarily related to consumer products.
The
Board
considers Mr. Soderberg to be an independent director under applicable
New York
Stock Exchange requirements. As a non-management member of the Board,
Mr.
Soderberg will receive the same standard compensation paid to other
non-management directors for service on the Board and its committees,
which
compensation has been disclosed previously in the Company’s Quarterly Report on
Form 10-Q for the fiscal quarter ended August 31, 2006 filed by the
Company with
the United States Securities and Exchange Commission on October 10,
2006.
However, as Mr. Soderberg is being elected outside the annual meeting
timeframe,
the amount of his 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. Specifically, on April 4,
2007, Mr. Soderberg (i) became entitled to a prorated annual retainer
in the
amount of $20,000; (ii) was granted an option to purchase 1,120 shares of
the Company’s Class A Common Stock at an exercise price of $20.82 per share and
an exercise period of October 4, 2007 through April 4, 2017; and (iii)
received
an award of 640 restricted shares of the Company’s Class A Common Stock. Subject
to applicable provisions in the award document, the restricted stock
will vest
on April 4, 2008. On April 4, 2007, which was the date of the option
grant and
the restricted stock award, the closing price of the Company’s Class A Common
Stock was $20.82 per share.
There
are
no arrangements or understandings between Mr. Soderberg and any other
person
pursuant to which he was selected either as a director or as a member
of the
Human Resources Committee, and there have been no transactions since
the
beginning of the Company’s last fiscal year, or are currently proposed,
regarding Mr. Soderberg that are required to be disclosed by Item 404(a)
of
Regulation S-K.
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ITEM 7.01
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REGULATION FD
DISCLOSURE.
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On
April
9, 2007, Constellation Brands, Inc. (the “Company”) issued a news release
announcing the election of Peter H. Soderberg as a member of the
Company’s Board
of Directors. A copy of the news release is furnished herewith as
Exhibit
99.1 and
is incorporated herein by reference.
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 in this
Current Report on Form 8-K, including 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. The information in this Item 7.01
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 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.
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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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99.1
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News
Release of the Company dated April 9,
2007.
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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
9, 2007
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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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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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News
Release of Constellation Brands, Inc. dated April 9,
2007.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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