8-K: Current report filing
Published on October 4, 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) October 2, 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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On
October 2, 2007, the size of the
Board of Directors of Constellation Brands, Inc. (“Constellation” or the
“Company”), was expanded to nine (9) members, and on that date Mark Zupan 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
Audit Committee of the Board of Directors.
Mr.
Zupan
is Dean of the William E. Simon Graduate School of Business Administration
at
the University of Rochester. He has held this position since January
1, 2004. Mr. Zupan previously served as Dean and Professor of
Economics at the University of Arizona’s Eller College of Management from 1997
to 2003. Prior to that, Mr. Zupan taught at the University of
Southern California’s Marshall School of Business, where he also served as
Associate Dean of master degree programs. He was a teaching fellow in
Harvard’s Department of Economics while pursuing his doctoral studies at the
Massachusetts Institute of Technology, and he has been a visiting faculty member
at the Amos Tuck School of Business Administration at Dartmouth
College. Mr. Zupan holds a B.A. degree in economics from Harvard
University and a Ph.D. in economics from the Massachusetts Institute of
Technology. Mr. Zupan also serves as a member of the Board of
Directors of PAETEC Holding Corp., a publicly-traded company that provides
worldwide communications services and also serves as a member of its Audit
Committee.
The
Board
considers Mr. Zupan to be an independent director under applicable New York
Stock Exchange requirements. As a non-management member of the Board,
Mr. Zupan will receive the same standard compensation paid to other
non-management directors for service on the Board and its committees, which
compensation is set forth at Exhibit 99.1 to this Form 8-K. However,
as Mr. Zupan 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 at which directors are
elected. Specifically, on October 2, 2007, Mr. Zupan (i) became
entitled to a prorated annual retainer in the aggregate amount of $50,000;
(ii)
was granted an option to purchase 4,661 shares of the Company’s Class A Common
Stock at an exercise price of $25.03 per share and with an exercise period
of
April 2, 2008 through October 2, 2017; and (iii) received an award of 1,331
restricted shares of the Company’s Class A Common Stock. Subject to
applicable provisions in the award document, the restricted stock will vest
on
October 2, 2008. On October 2, 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 $25.03 per share.
There
are
no arrangements or understandings between Mr. Zupan and any other person
pursuant to which he was selected either as a director or as a member of the
Audit Committee, and there have been no transactions since the beginning of
the
Company’s fiscal year, or are currently proposed, regarding Mr. Zupan 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
October 3, 2007, Constellation Brands, Inc. (the “Company”) issued a news
release announcing the election of Mark Zupan as a member of the Company’s Board
of Directors. A copy of the news release is furnished herewith as
Exhibit 99.2 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
99.2, 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 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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Description
of Compensation Arrangements for Non-Management Directors
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99.2
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News
Release of the Company dated October 3,
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: October
4, 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
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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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Description
of Compensation Arrangements for Non-Management
Directors.
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(99.2)
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News
Release of Constellation Brands, Inc. dated October 3,
2007.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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