8-K: Current report filing
Published on June 28, 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) June
27, 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
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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370
Woodcliff Drive, Suite 300, Fairport, New York
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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
(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))
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| 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
June
27, 2007, the Board of Directors of Constellation Brands, Inc. (the “Company”),
determined that effective July 26, 2007, Robert Sands, age 49, will become
Chief
Executive Officer of the Company. Mr. Sands, who is currently President and
Chief Operating Officer of the Company, will retain the office of President.
Richard Sands, who currently serves as Chief Executive Officer and Chairman
of
the Board of the Company, will retain the office of Chairman of the Board.
As a
result of these changes, the Company will no longer have a Chief Operating
Officer, the responsibilities of which will be divided among various members
of
the senior management team. Richard Sands and Robert Sands are each members
of
the Company’s Board of Directors and are brothers.
Robert
Sands joined the Company in 1986 and has served as President and Chief Operating
Officer of the Company since December 2002. Previously, he served as Group
President from April 2000 through December 2002, as Chief Executive Officer,
International from December 1998 through April 2000, as Executive Vice President
from October 1993 through April 2000, as General Counsel from June 1986 through
May 2000, and as Vice President from June 1990 through October 1993.
Robert
Sands does not have an employment contract with the Company. As Chief Executive
Officer, his annual salary will increase to $1,050,000. His performance criteria
and targets under the Company’s 2008 Fiscal Year Award Program for Executive
Officers under the Annual Management Incentive Plan remain
unchanged.
There
were no arrangements or understandings between Robert Sands and any other
person
pursuant to which he was selected as Chief Executive Officer, and there have
been no transactions since the beginning of the Company’s last fiscal year, or
are currently proposed, regarding Mr. Sands that are required to be disclosed
by
Item 404(a) of Regulation S-K which have not already been disclosed.
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ITEM
7.01.
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REGULATION
FD DISCLOSURE.
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On
June
28, 2007, Constellation Brands, Inc. (the “Company”) issued a news release
announcing that the Board of Directors of the Company has named Robert Sands
Chief Executive Officer of the Company while retaining the office of President.
Richard Sands, who currently serves as Chief Executive Officer and Chairman
of
the Board, will retain the office of Chairman of the Board. These actions
will
be effective July 26, 2007. 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 June 28,
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.
| Date: June 28, 2007 | 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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News
Release of Constellation Brands, Inc. dated June 28,
2007.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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