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)  August 23, 2014 

    CONSTELLATION BRANDS, INC.    

(Exact name of registrant as specified in its charter)

 

Delaware   001-08495   16-0716709

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

207 High Point Drive, Building 100, Victor, NY 14564

(Address of Principal Executive Offices)            (Zip Code)

Registrant’s telephone number, including area code        (585) 678-7100

                                     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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On August 23, 2014, the Beer Division of Constellation Brands, Inc. (the “Company”) issued a news release announcing that it is expanding the list of production codes consumers should look for to determine whether they have 12-ounce clear glass bottles of Corona Extra involved in a voluntary recall issued in the United States on Friday, August 15, 2014. On August 24, 2014, the Company’s Beer Division issued a news release announcing a voluntary recall of select packages in Guam containing 12-ounce clear glass bottles of its Corona Extra beer that may contain small particles of glass. The same production codes identified in the August 23, 2014 news release are identified in the August 24, 2014 news release. The August 23, 2014 news release is filed as Exhibit 99.1 to this Current Report on Form 8-K, the August 24, 2014 news release is filed as Exhibit 99.2 to this Current Report on Form 8-K, and both exhibits are incorporated herein by reference.

References to identified websites in the releases do not incorporate by reference the information on such websites into this Current Report on Form 8-K and Constellation disclaims any such incorporation by reference. The information in the news releases attached as Exhibits 99.1 and 99.2 are 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.

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Financial statements of businesses acquired.

Not applicable.

 

  (b) Pro forma financial information.

Not applicable.

 

  (c) Shell company transactions.

Not applicable.

 

  (d) Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K:

 

Exhibit No.

   

Description

99.1    News Release of Constellation Brands, Inc. dated August 23, 2014
99.2    News Release of Constellation Brands, Inc. dated August 24, 2014

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: August 26, 2014     CONSTELLATION BRANDS, INC.  
    By:  

/s/ Robert Ryder

  
      Robert Ryder  
     

Executive Vice President and

Chief Financial Officer

  

INDEX TO EXHIBITS

 

Exhibit No.

  

Description

        (1)   UNDERWRITING AGREEMENT
  Not Applicable.
        (2)   PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
  Not Applicable.
        (3)   ARTICLES OF INCORPORATION AND BYLAWS
  Not Applicable.
        (4)   INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
  Not Applicable.
        (7)   CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
  Not Applicable.
      (14)   CODE OF ETHICS
  Not Applicable.
      (16)   LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
  Not Applicable.
      (17)   CORRESPONDENCE ON DEPARTURE OF DIRECTOR
  Not Applicable.
      (20)   OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
  Not Applicable.
      (23)   CONSENTS OF EXPERTS AND COUNSEL
  Not Applicable.
      (24)   POWER OF ATTORNEY
  Not Applicable.

      (99)   ADDITIONAL EXHIBITS
    (99.1)   News Release of Constellation Brands, Inc. dated August 23, 2014.
    (99.2)   News Release of Constellation Brands, Inc. dated August 24, 2014.
    (100)   XBRL-RELATED DOCUMENTS
  Not Applicable.
    (101)   INTERACTIVE DATA FILE
  Not Applicable.