As Filed With the Securities and Exchange Commission on July 25, 2013
Registration No. 333-126988
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROWN-FORMAN CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 61-0143150 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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850 Dixie Highway Louisville, Kentucky | | 40210 |
| (Address of Principal Executive Offices) | | (Zip Code) |
BROWN-FORMAN 2004 OMNIBUS COMPENSATION PLAN
(Full title of the plan)
Matthew E. Hamel
Executive Vice President, General Counsel and Secretary
850 Dixie Highway
Louisville, Kentucky 40210
(Name and address of agent for service)
(502) 585-1100
(Telephone number, including area code, of agent for service)
Copy to:
Leigh Walton
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
(615) 742-6200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large Accelerated Filer | | x | | Accelerated Filer | | ¨ |
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| Non-accelerated Filer | | ¨ (do not check if you are a smaller reporting company) | | Smaller reporting company | | ¨ |
EXPLANATORY NOTE
Brown-Forman Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 (Commission File No. 333-126988 and referred to herein as the “Prior Registration Statement”) filed with the United States Securities and Exchange Commission (the “Commission”) on July 28, 2005 with respect to shares of the Registrant’s Class A Common Stock or Class B Common Stock, par value $0.15 per share (the “Common Stock”), to be offered and sold pursuant to the Brown-Forman 2004 Omnibus Compensation Plan (the “2004 Plan”). A total of 18,623,836 shares of Common Stock (as adjusted for stock splits) were initially registered for issuance under the 2004 Plan pursuant to the Prior Registration Statement.
On July 25, 2013, the stockholders of the Registrant adopted the Brown-Forman 2013 Omnibus Compensation Plan (the “2013 Plan”), which provides for awards that are similar to those under the 2004 Plan. According to the terms of the 2013 Plan, 6,016,225 shares of Common Stock (as adjusted for stock splits) that were unissued and available for grant under the 2004 Plan as of July 25, 2013 (the “Carried Forward Shares”) are carried forward and included in the reserve of shares available for issuance under the 2013 Plan.
Effective immediately upon the filing of this Post-Effective Amendment No. 1 to the Prior Registration Statement, the Registrant hereby deregisters the Carried Forward Shares.
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Prior Registration Statement, the Registrant is filing a Registration Statement on Form S-8 to register the shares of Common Stock available for offer or sale pursuant to the 2013 Plan, including the Carried Forward Shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, Commonwealth of Kentucky, on the 25th day of July, 2013.
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| BROWN-FORMAN CORPORATION |
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| By: | | /s/ Paul C. Varga |
| | Paul C. Varga |
| | Chief Executive Officer and |
| | Chairman of the Company |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature | | | | Title | | Date |
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/s/ Geo. Garvin Brown IV Geo. Garvin Brown IV | | | | Director, Chairman of the Board | | July 25, 2013 |
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/s/ Paul C. Varga Paul C. Varga | | | | Director, Chief Executive Officer, and Chairman of the Company | | July 25, 2013 |
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/s/ Joan C. Lordi Amble Joan C. Lordi Amble | | | | Director | | July 25, 2013 |
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/s/ Patrick Bousquet-Chavanne Patrick Bousquet-Chavanne | | | | Director | | July 25, 2013 |
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/s/ Martin S. Brown, Jr. Martin S. Brown, Jr. | | | | Director | | July 25, 2013 |
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/s/ Bruce L. Byrnes Bruce L. Byrnes | | | | Director | | July 25, 2013 |
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/s/ John D. Cook John D. Cook | | | | Director | | July 25, 2013 |
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/s/ Sandra A. Frazier Sandra A. Frazier | | | | Director | | July 25, 2013 |
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/s/ Dace Brown Stubbs Dace Brown Stubbs | | | | Director | | July 25, 2013 |
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/s/ James S. Welch, Jr. James S. Welch, Jr. | | | | Director, Vice Chairman of the Company | | July 25, 2013 |
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/s/ Donald C. Berg Donald C. Berg | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | July 25, 2013 |
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/s/ Brian P. Fitzgerald Brian P. Fitzgerald | | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | July 25, 2013 |
