8-K: Current report filing
Published on April 23, 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 18,
2007
CONSTELLATION
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-08495
|
16-0716709
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification No.)
|
|
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 5.02
|
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN
OFFICERS.
|
(e) Compensatory
Arrangements of Certain Officers.
On
April 18, 2007, the Human Resources Committee (the “Committee”) of the Board of
Directors (the “Board”) of Constellation Brands, Inc. (the “Company”) granted
options to purchase shares of the Company’s Class A Common Stock under the
Company’s Amended and Restated Long-Term Stock Incentive Plan (the
“Stock Plan”)
to certain of the Company’s management personnel, including its executive
officers. The following table sets forth information regarding
grants to those
executive officers identified below:
|
Name
|
Number
Of Stock Options (1)
|
Exercise
Price Per Share (2)
|
|
Richard
Sands
|
16,250
|
$
22.27
|
|
Robert
Sands
|
16,250
|
$
22.27
|
|
Thomas
S. Summer
|
16,250
|
$
22.27
|
______________________________
(1)
Each of the options granted has a 10-year term, subject to
earlier termination
upon the occurrence of certain events related
to
termination of employment. One-fourth of the options become
exercisable on each
of the following anniversary dates: April 18, 2008, April
18, 2009, April 18,
2010 and April 18, 2011 provided that the option holder remains
employed on that
date. Under
the
terms
of
the Stock Plan, options become fully exercisable immediately
in the event of a
change in control.
(2)
The exercise price is equal to the closing price of the Class
A Common Stock on
the New York Stock Exchange on April 18, 2007.
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.
|
CONSTELLATION
BRANDS, INC.
|
||
|
Date:
April 23,
2007
|
By:
|
/s/
Thomas S. Summer
|
|
Thomas
S. Summer,
Executive
Vice
President
and
Chief
Financial Officer
|
||
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
|
(1)
|
UNDERWRITING
AGREEMENT
|
|
|
Not
Applicable.
|
||
|
(2)
|
PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
|
|
|
Not
Applicable.
|
||
|
(3)
|
ARTICLES
OF INCORPORATION AND BYLAWS
|
|
|
|
||
|
|
Not
Applicable.
|
|
|
(4)
|
INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
|
|
|
Not
Applicable.
|
||
|
(7)
|
CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
|
|
|
Not
Applicable.
|
||
|
(14)
|
CODE
OF ETHICS
|
|
|
Not
Applicable.
|
||
|
(16)
|
LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
|
|
|
Not
Applicable.
|
||
|
(17)
|
CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
|
|
|
Not
Applicable.
|
||
|
(20)
|
OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
|
|
|
Not
Applicable.
|
||
|
(23)
|
CONSENTS
OF EXPERTS AND COUNSEL
|
|
|
Not
Applicable.
|
||
|
(24)
|
POWER
OF ATTORNEY
|
|
|
Not
Applicable.
|
||
|
(99)
|
ADDITIONAL
EXHIBITS
|
|
|
|
Not
Applicable.
|
|
|
(100)
|
XBRL-RELATED
DOCUMENTS
|
|
|
Not
Applicable.
|