8-K: Current report filing
Published on May 11, 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) May 10,
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
May
10, 2007, the Board of Directors of Constellation Brands, Inc. (“Constellation”
or the “Company”), appointed Robert P. Ryder, age 47, Executive Vice President
and Chief Financial Officer of the Company, effective as of May 15, 2007.
Mr.
Ryder previously served from 2005 to 2006 as Chief Administrative Officer
of
IMG, a sports marketing and media company. From 2002 to 2005, he was
Senior Vice
President and Chief Financial Officer of American Greetings Corporation,
a
publicly traded, multi-national consumer products company. From 1989
to 2002, he
held several management positions of increasing responsibility with PepsiCo,
Inc. These included control, strategic planning, mergers and acquisitions
and
CFO positions serving at PepsiCo’s corporate headquarters and at its Frito-Lay
International and Frito-Lay North America divisions. Mr. Ryder is a certified
public accountant.
In
connection with his employment with Constellation, Mr. Ryder will
receive:
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·
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annual
Base Compensation of $510,000;
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·
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the
opportunity to receive an annual bonus under the Company’s Annual
Management Incentive Plan at a minimum of 17.5% and a maximum
of 140% of
Base Compensation based upon the Company’s financial performance. Mr.
Ryder is eligible to receive a full year’s bonus amount for the fiscal
year ending February 29, 2008, without being prorated.
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·
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upon
the approval of the Human Resources Committee at its next meeting,
which
is currently scheduled in June 2007, an option to purchase
150,000 shares
of the Company’s Class A Common Stock at an exercise price equal to the
closing price on the date of the option grant;
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·
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relocation
benefits paid in accordance with the Company’s Relocation Policy, which
includes coverage of reasonable and customary closing and relocation
expenses, including the relocation of all his and his family
members’
personal effects, but excluding home purchase;
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·
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four
(4) weeks paid time off each calendar year, until such time
as he may
become eligible for more paid time off under the Company’s paid time off
policy, as such policy is amended from time to time; and
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·
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Mr.
Ryder may participate in the Company’s other existing employee benefit
plans or programs in which he is eligible to participate under
the terms
of such plans or programs.
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·
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In
the event Mr. Ryder’s employment is terminated without cause, he will be
entitled to receive severance compensation equal to one year
of his
then-current Base Compensation plus his then-target bonus,
subject to his
entering into the Company’s standard form of severance agreement.
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There
were no arrangements or understandings between Mr. Ryder and any other
person
pursuant to which he was selected as an executive officer, and there
have been
no transactions since the beginning of the Company’s last fiscal year, or are
currently proposed, regarding Mr. Ryder that are required to be disclosed
by
Item 404(a) of Regulation S-K.
Also
in
connection with Mr. Ryder’s appointment, as previously contemplated, Thomas S.
Summer will retire on May 15, 2007, from the position Executive Vice
President
and Chief Financial Officer but will continue as an employee of the Company
until the earlier of May 14, 2008 or an earlier date mutually agreed
upon by the
Company and Mr. Summer. The letter agreement setting forth terms and
conditions
of Mr. Summer’s retirement from the Company is filed as Exhibit 99.1 to the
Company’s Current Report on Form 8-K dated October 24, 2006, filed October 25,
2006, and incorporated herein by reference.
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ITEM
7.01.
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REGULATION
FD DISCLOSURE.
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On
May
10, 2007, Constellation Brands, Inc. (the “Company”) issued a news release
announcing the appointment of Robert P. Ryder as Executive Vice President
and
Chief Financial Officer. 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 May 10,
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:
May 11, 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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- 5
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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 May 10,
2007.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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