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) March 1, 2007
|
Constellation Brands, Inc. |
||||
|
|
||||
|
(Exact name of registrant as specified in its charter) |
||||
|
|
|
|
|
|
|
Delaware |
|
001-08495 |
|
16-0716709 |
|
|
|
|
|
|
|
(State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
|
|
|
|
|
|
|
370 Woodcliff Drive, Suite 300, Fairport, New York |
|
14450 |
||
|
|
|
|
||
|
(Address of principal executive offices) |
|
(Zip Code) |
||
|
|
||||
|
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)) |
|
|
|
|
o |
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 March 1, 2007, Constellation Brands, Inc. (the “Company”) issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release provided information about, among other things, guidance regarding the Company’s fiscal year ending February 28, 2007 and fiscal year ending February 29, 2008, an announcement regarding authorization by the Company’s Board of Directors to allow the Company to make future repurchases of its Class A and Class B Common Stock up to an aggregate of $500 million, and an update regarding expected closing date of the Company’s previously announced agreement with the owners of SVEDKA® Vodka to acquire the brand and related business.
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 press 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, or otherwise subject to the liabilities of that section. It may only 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 exhibit is furnished as part of this Current Report on Form 8-K: |
|
|
Exhibit No. |
|
Description |
|
|
|
|
|
|
|
99.1 |
|
Press Release of the Company dated March 1, 2007. |
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: March 1, 2007 |
CONSTELLATION BRANDS, INC. |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Thomas S. Summer |
|
|
|
|
|
|
|
Thomas S. Summer |
|
|
|
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) |
|
Press Release of Constellation Brands, Inc. dated March 1, 2007. |
|
|
|
|
|
(100) |
|
XBRL-RELATED DOCUMENTS |
|
|
|
Not Applicable. |