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) April 18, 2007
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.) |
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 |
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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(e) Compensatory Arrangements of Certain Officers.
On April 18, 2007, the Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of Constellation Brands, Inc. (the “Company”) granted options to purchase shares of the Company’s Class A Common Stock under the Company’s Amended and Restated Long-Term Stock Incentive Plan (the “Stock Plan”) to certain of the Company’s management personnel, including its executive officers. The following table sets forth information regarding grants to those executive officers identified below:
| Number Of Stock Options (1) | Exercise Price Per Share (2) |
Richard Sands | 16,250 | $ 22.27 |
Robert Sands | 16,250 | $ 22.27 |
Thomas S. Summer | 16,250 | $ 22.27 |
______________________________
(1) Each of the options granted has a 10-year term, subject to earlier termination upon the occurrence of certain events related to termination of employment. One-fourth of the options become exercisable on each of the following anniversary dates: April 18, 2008, April 18, 2009, April 18, 2010 and April 18, 2011 provided that the option holder remains employed on that date. Under the terms of the Stock Plan, options become fully exercisable immediately in the event of a change in control.
(2) The exercise price is equal to the closing price of the Class A Common Stock on the New York Stock Exchange on April 18, 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.
| | CONSTELLATION BRANDS, INC. |
| | | |
Date: April 23, 2007 | 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 |
| | | |
| | | |
| | | |
| (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 |
| | | |
| | | |
| | | |
| (100) | | XBRL-RELATED DOCUMENTS |
| | | |
| | | Not Applicable. |
