8-K: Current report filing
Published on December 4, 2008
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) December
2, 2008
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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)
Registrant’s
telephone number, including area code (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
7.01.
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Regulation
FD Disclosure.
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On
December 2, 2008, Constellation Brands, Inc. (“Constellation”) issued a news
release, a copy of which is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference, announcing that Constellation has closed
out
certain foreign currency hedges and from these actions expects to realize a
net
cash inflow. The news release also provided information about, among other
things, the diluted earnings per share outlook regarding Constellation’s fiscal
year ending February 28, 2009 and certain related assumptions. The projections
constituting the guidance included in the news release involve risks and
uncertainties, the outcome of which cannot be foreseen at this time and,
therefore, actual results may vary materially from these projections. In this
regard, see the information included in the news release under the caption
“Forward-Looking Statements.”
References
to Constellation’s website in the release do not incorporate by reference the
information on such website into this Current Report on Form 8-K and
Constellation disclaims any such incorporation by reference. The information
in
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. This information is “furnished” and not “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, and is not 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 Constellation Brands, Inc. dated December 2,
2008.
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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:
December 4, 2008
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CONSTELLATION
BRANDS, INC.
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By:
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/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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News
Release of Constellation Brands, Inc. dated December 2,
2008.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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