8-K: Current report filing
Published on July 31, 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) July 26,
2007
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CONSTELLATION
BRANDS, INC.
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(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
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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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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(e) Compensatory
Arrangements of Certain Officers.
Adoption
of the Constellation Brands, Inc. Long-Term Stock Incentive Plan as amended
and
restated July 26, 2007
At
a
meeting held on July 26, 2007, the stockholders of Constellation Brands, Inc.
(the “Company”) approved an amendment and restatement of the Constellation
Brands, Inc. Long-Term Stock Incentive Plan (the “Long-Term Stock Incentive
Plan”). The Long-Term Stock Incentive Plan, as amended and restated,
has been adopted by the Company and is effective as of July 26,
2007. The amendment and restatement of the Long-Term Stock Incentive
Plan effected the following modifications to the Company’s Long-Term Stock
Incentive Plan:
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·
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an
increase of the number of shares of the Company’s Class A Common Stock
available for awards under the Long-Term Stock Incentive Plan to
94,000,000 shares;
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·
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a
revision of the maximum number of shares which may be subject to
awards
under the Long-Term Stock Incentive Plan granted in any fiscal year
to any
“Participant” (as that term is defined in Annex A of the Long-Term Stock
Incentive Plan) to one percent of the diluted shares of the Company’s
Class A Common Stock outstanding on February 28, 2007 (2,582,378
shares),
subject to adjustment in the future to prevent dilution or enlargement
in
the event of any stock dividend, stock split, reorganization or other
event affecting the Class A Common Stock;
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·
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an
increase of the maximum aggregate fair market value of any restricted
stock award and the maximum aggregate fair market value of any “Other
Stock-Based Award” (as that term is defined in Annex A of the Long-Term
Stock Incentive Plan) that may be granted to any “Covered Employee” (as
that term is defined in Annex A of the Long-Term Stock Incentive
Plan) in
any fiscal year to $5,000,000 each;
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·
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an
expansion of the list of permissible “Performance Criteria” (as that term
is defined in Annex A of the Long-Term Stock Incentive Plan) by expanding
the list of performance measures that may be used when making awards
under
the Long-Term Stock Incentive Plan; and
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·
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certain
other technical amendments to the provisions of, and definitions
used in,
the Long-Term Stock Incentive Plan.
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A
description of the Long-Term Stock Incentive Plan, as amended and restated,
is
included in the Company’s definitive proxy statement dated June 18, 2007 and
filed with the Securities and Exchange Commission on June 22, 2007. A
copy of the Long-Term Stock
Incentive
Plan, as approved by stockholders and adopted by the Company, is filed as
Exhibit 99.1 hereto and incorporated herein by reference. The form of
Terms and Conditions Memorandum provided to employees (including Executive
Officers) and to non-management directors who receive options pursuant to the
Long-Term Stock Incentive Plan are filed as Exhibits 99.2 and 99.3 hereto and
incorporated herein by reference.
Adoption
of the Constellation Brands, Inc. Annual Management Incentive Plan as amended
and restated July 26, 2007
As
more
fully described in the Company’s Current Report on Form 8-K dated April 27,
2007, filed May 2, 2007, and incorporated herein by reference, on April 27,
2007, the Human Resources Committee (the “Human Resources Committee”) of the
Company’s Board of Directors (the “Board”) approved, subject to stockholder
approval, Amendment Number 3 to the Company’s Annual Management Incentive Plan
and an amendment and restatement of the Company’s Annual Management Incentive
Plan (the “Annual Management Incentive Plan”) which incorporated all prior
amendments to the Annual Management Incentive Plan, including Amendment Number
3. No additional substantive amendments to the Annual Management
Incentive Plan were effected by the amendment and restatement. At a
meeting held on July 26, 2007, the Company’s stockholders approved the amendment
and restatement of the Constellation Brands, Inc. Annual Management Incentive
Plan. In doing so, the Company’s stockholders (i) approved the
amendments effected by Amendment Number 3 that are incorporated into the
amendment and restatement and (ii) approved the Annual Management Incentive
Plan. The Annual Management Incentive Plan, as amended and restated,
has been adopted by the Company and is effective as of July 26,
2007.
A
description of the Annual Management Incentive Plan, as amended and restated,
is
included in the Company’s definitive proxy statement dated June 18, 2007 and
filed with the Securities and Exchange Commission on June 22, 2007. A
copy of the Annual Management Incentive Plan, as approved by stockholders and
adopted by the Company, is filed as Exhibit 99.4 hereto and incorporated herein
by reference.
Stock
Option Awards
At
a
meeting held on July 26, 2007, following adoption by the Company of the
Long-Term Stock Incentive Plan as amended and restated, the Human Resources
Committee granted to Richard Sands and to Robert Sands options to purchase
shares of the Company’s Class A Common Stock under the Company’s Long-Term Stock
Incentive Plan. The following table sets forth information regarding
these grants:
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Name
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Number
Of Stock Options (1)
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Exercise
Price Per Share (2)
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Richard
Sands
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70,483
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$
22.08
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Robert
Sands
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4,384
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$
22.08
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______________________________
(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: July 26, 2008, July 26, 2009, July 26, 2010
and
July 26, 2011 provided that the option holder remains employed on that
date. Under the terms of the Long-Term Stock Incentive 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 July 26, 2007.
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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 exhibits are 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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Constellation
Brands, Inc. Long-Term Stock Incentive Plan, amended and restated
as of
July 26, 2007.
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99.2
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Form
of Terms and Conditions Memorandum for Employees with respect to
the
Constellation Brands, Inc. Long-Term Stock Incentive Plan.
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99.3
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Form
of Terms and Conditions Memorandum for Directors with respect to
the
Constellation Brands, Inc. Long-Term Stock Incentive Plan.
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99.4
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Constellation
Brands, Inc. Annual Management Incentive Plan, amended and restated
as of
July 26, 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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Date: July
30, 2007
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CONSTELLATION
BRANDS, INC.
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By: /s/
Robert Ryder
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Robert
Ryder
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Executive
Vice President and
Chief
Financial Officer
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INDEX
TO EXHIBITS
Exhibit
No. 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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Constellation
Brands, Inc. Long-Term Stock Incentive Plan, amended and restated
as of
July 26, 2007.
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(99.2)
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Form
of Terms and Conditions Memorandum for Employees with respect to
the
Constellation Brands, Inc. Long-Term Stock Incentive
Plan.
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(99.3)
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Form
of Terms and Conditions Memorandum for Directors with respect to
the
Constellation Brands, Inc. Long-Term Stock Incentive
Plan.
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(99.4)
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Constellation
Brands, Inc. Annual Management Incentive Plan, amended and restated
as of
July 26, 2007.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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