As filed with the Securities and Exchange Commission on October 4, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CANANDAIGUA BRANDS, INC. (exact name of registrant as specified in its charter) DELAWARE 16-0716709 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 300 Willowbrook Office Park, Fairport, New York 14450 (Address of Principal Executive Offices) (Zip Code) CANANDAIGUA BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN (Full title of the Plan) Robert Sands, Esq. Chief Executive Officer, International, Executive Vice President and General Counsel Canandaigua Brands, Inc 300 Willowbrook Office Park Fairport, New York 14450 (716) 218-2169 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: John C. Partigan, Esq. Nixon Peabody LLP 900 Clinton Square Rochester, New York 14604 (716) 263-1000 - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered(1) Registered(1) Share (2) Price Fee - ------------- ------------- --------- ----- -------- Class A 154,082 $52.00 $8,012,264 $ 2,227.41 Common Stock 249,500 $44.75 $11,165,125 $ 3,103.90 $.01 par value 3,000 $53.25 $159,750 $44.41 per share 3,600 $57.3125 $206,325 $57.36 3,589,818 $57.44 (3) $206,199,146 $57,323.36 (1) Pursuant to Rule 416(b) under the Securities Act of 1933, this registration statement covers such additional shares of Class A Common Stock as may be issuable pursuant to anti-dilution provisions of the Plan. (2) Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) (3) As instructed by Rule 457(h)(1) and estimated in accordance with Rule 457(c), based upon the average of the high and low prices for the registrant's Common Stock on the NASDAQ National Market System reported as of September 28, 1999. Explanatory Note Canandaigua Brands, Inc. (formerly known as Canandaigua Wine Company, Inc.) (the "Company") filed a Registration Statement on Form S-8 on November 22, 1994 (Reg. No. 33-56557) and a Post Effective Amendment No. 1 to such Registration Statement on November 29, 1994 (as amended, the "Prior Registration Statement") relating to the registration of shares of the Company's Class A Common Stock. On September 1, 1997 the Company changed its name to Canandaigua Brands, Inc. Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the "Registration Statement") registers an additional 4,000,000 shares of the Company's Class A common stock which may be acquired under the Company's Long-Term Stock Incentive Plan. The contents of the Prior Registration Statement are incorporated herein by reference. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. James A. Locke III, Esq. serves as a Member of the Board of Directors of the Company. Mr. Locke is a partner in the law firm Nixon Peabody LLP, which firm has rendered an opinion regarding the legality of the securities offered by the Registration Statement. A copy of the Opinion of Nixon Peabody LLP is attached hereto as Exhibit 5. Item 8. Exhibits. See Exhibit Index. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on the 2nd day of October, 1999. CANANDAIGUA BRANDS, INC. By: /s/ Robert Sands Robert Sands Executive Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Richard Sands Director, Chairman of October 1, 1999 - ------------------------ the Board, President and Richard Sands Chief Executive Officer (Principal Executive Officer) /s/ Robert Sands Director, October 1, 1999 ----------------------- Executive Vice President Robert Sands and General Counsel /s/ Thomas S. Summer Senior Vice President October 1, 1999 ----------------------- and Chief Financial Officer Thomas S. Summer (Principal Financial and Accounting Officer) /s/ George Bresler Director October 2, 1999 ----------------------- George Bresler /s/ James A. Locke, III Director October 1, 1999 - ------------------------ James A. Locke, III /s/ Thomas C. McDermott Director October 1, 1999 - ------------------------ Thomas C. McDermott /s/ Paul L. Smith Director October 4, 1999 - ------------------------ Paul L. Smith EXHIBIT INDEX Exhibit No. Description Location - ---------- ----------- -------- 5-1 Legal Opinion of Nixon Peabody LLP Filed Herewith 23-1 Consent of Nixon Peabody LLP Contained in opinion filed as Exhibit 5-1 to this Registration Statement 23-2 Consent of Arthur Andersen LLP, Filed Herewith independent accountants