SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BROWN-FORMAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 61-0143150
(State of incorporation) (I.R.S. Employer Identification No.)
850 DIXIE HIGHWAY, LOUISVILLE, KENTUCKY 40210
(Address of Principal Executive Offices and Zip Code)
Stock Option Grants
Brown-Forman Corporation Non-Employee Director
Compensation Plan
(Full title of the plan)
---------------------------
MICHAEL B. CRUTCHER
Senior Vice President
General Counsel and Secretary
Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210
(502) 585-1100
OGDEN NEWELL & WELCH
Attention: James S. Welch
1700 Citizens Plaza
500 West Jefferson Street
Louisville, Kentucky 40202-2874
(502) 582-1601
(Names, addresses and telephone numbers of agents for service)
Exhibit Index appears on page 11
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
to be Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------
Options to 7,000/1/ $51.97/2/ $363,790.00 $110.24
purchase -------- --------- ----------- -------
common
stock
- --------------------------------------------------------------------------------
/1/ This Registration Statement also covers such indeterminable number of
additional options which may be issued as a result of future adjustments
made in accordance with the Brown-Forman Corporation Non-Employee Director
Compensation Plan.
/2/ Estimated solely for purpose of calculating amount of registration fee
which, calculated pursuant to Rule 457(h)(1) and (2), is based on the
average of the high and low prices for shares of common stock of Brown-
Forman Corporation on the New York Stock Exchange consolidated tape on
October 22, 1997.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
- ------------------------
Item 2. Registrant Information and Employee Plan Annual
- -------------------------------------------------------
Information
- -----------
As allowed by Rule 428(b)(1), the information specified in Items 1 and 2 of
Form S-8 will be contained in a document sent or given to plan participants.
This information is not filed as part of this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------
The following documents are hereby incorporated by reference, except as
superseded or modified herein:
(a) Annual Report of Brown-Forman Corporation on Form 10-K for the year
ended April 30, 1997 filed on July 22, 1997; and
(b) Quarterly Report of Brown-Forman Corporation on Form 10-Q for the
quarter ended July 31, 1997 filed on September 5, 1997.
All documents filed by Brown-Forman Corporation ("Brown-Forman" or the
"Company") with the Securities and Exchange Commission pursuant to Sections
13(a), 13(d), 14 or 15(d) of the Securities Exchange Act of 1934 after the
effective date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and shall be deemed to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
- ---------------------------------
The securities to be issued are stock options granted in accordance with
the Brown-Forman Non-Employee Director Omnibus Compensation Plan (the "Omnibus
Plan"). Upon vesting and in accordance with the provisions of the Omnibus Plan
and the terms of the grant made to each grantee, each option entitles the
grantee to purchase one share of the Company's Class A or Class B Common Stock,
as the case may be. The Company's Class A and Class B common stock is
registered pursuant to Section 12 of the Securities Exchange Act of 1934 and is
traded on the New York Stock Exchange. The options, except for transfers by the
laws of descent and distribution, are non-transferable.
4
Item 5. Interests of Named Experts and Counsel
- ----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- -------------------------------------------------
The Company's Amended and Restated Certificate of Incorporation, in
accordance with the laws of the State of Delaware, limits the personal liability
of directors and officers of the Company.
Officers and directors of the Company are covered by insurance policies
purchased by the Company under which they are insured (subject to exceptions and
limitations specified in the policies) against expenses and liabilities arising
out of actions, suits or proceedings to which they are parties by reason of
being or having been such directors or officers.
Item 7. Exemption from Registration Claimed
- -------------------------------------------
Not applicable.
Item 8. Exhibits.
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Exhibit
Number Description of Documents
- ------- ------------------------
5 Opinion of Counsel, Ogden Newell & Welch, counsel to Registrant
23(a) Consent of Coopers & Lybrand, LLP, independent accountants of
Registrant
23(b) Consent of Ogden Newell & Welch, counsel to Registrant (included in
Exhibit 5)
24(a) Power of attorney authorizing Steven B. Ratoff, Michael B. Crutcher,
and Garrison R. Cox to sign the Registration Statement in any and all
capacities on behalf of Owsley Brown II, Barry D. Bramley, Geo. Garvin
Brown III, Donald G. Calder, Owsley Brown Frazier, Richard P. Mayer,
Stephen E. O'Neil, William M. Street, and James S. Welch
24(b) Certified resolution of Registrant's Board of Directors authorizing
the execution of powers of attorney
99 Brown-Forman Non-Employee Director Compensation Plan
5
The following items were filed previously:
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
3(a) Restated Certificate of Incorporation of the registrant, incorporated
by reference to its 10-K filed on July 19, 1994
3(b) Certificate of Amendment to Restated Certificate of Incorporation of
Registrant, incorporated by reference to its 10-K filed on July 19,
1994
3(c) Certificate of Ownership and Merger of Brown-Forman Corporation into
Brown-Forman, Inc., incorporated by reference to its 10-K filed on
July 19, 1994
3(d) Certificate of Amendment to Restated and Amended Certificate of
Incorporation of Brown-Forman Corporation, incorporated by reference
to Registrant's 10-K filed on July 19, 1994
3(e) Registrant's by-laws, as amended on May 25, 1988, incorporated by
reference to its 10-K filed on July 26, 1993
4(a) Credit Agreement dated as of November 30, 1994, among the Registrant
and a group of banks, incorporated by reference to Registrant's 10-K
filed on July 17, 1995
4(b) Form of Indenture dated as of March 1, 1994, between the Registrant
and The First National Bank of Chicago, as Trustee, incorporated by
reference to Registrant's Form S-3 (Registration No. 33-52551) filed
on March 8, 1994
4(c) Amendment No. 1 dated as of February 23, 1996, to the Credit Agreement
referenced above as 4(a), incorporated by reference to Registrant's
10-K filed July 3, 1996
4(d) Brown-Forman Omnibus Compensation Plan, incorporated by reference to
the Appendix of the Registrant's definitive proxy statement for the
Annual Meeting of Stockholders held on July 27, 1995, filed July 3,
1995
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Item 9. Undertakings
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The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that (i) and (ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by (i) or
(ii) is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering; and
(4) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual reports pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that
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time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. If a director, officer or controlling
person of the Company asserts a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant, Brown-Forman Corporation, 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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Louisville, Commonwealth of Kentucky.
Dated: October 23, 1997
BROWN-FORMAN CORPORATION
By: /s/ Owsley Brown II
------------------------------------
Owsley Brown II
Chairman and Chief Executive Officer
Director
By: /s/ Garrison R. Cox
------------------------------------
Garrison R. Cox
Attorney-in-fact for
Owsley Brown II
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title
--------- -----
/s/ Steven B. Ratoff
- --------------------------- Steven B. Ratoff
Executive Vice President (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Barry D. Bramley *
- --------------------------- Barry D. Bramley
Director
/s/ Geo. Garvin Brown III *
- --------------------------- Geo. Garvin Brown III
Director
/s/ Donald G. Calder *
- --------------------------- Donald G. Calder
Director
/s/ Owsley Brown Frazier *
- --------------------------- Owsley Brown Frazier
Director
/s/ Richard P. Mayer *
- --------------------------- Richard P. Mayer
Director
/s/ Stephen E. O'Neil *
- --------------------------- Stephen E. O'Neil
Director
/s/ William M. Street *
- --------------------------- William M. Street
Director
/s/ James S. Welch *
- --------------------------- James S. Welch
Director
* By: /s/ Garrison R. Cox
-----------------------------
Garrison R. Cox, Attorney-in-fact for each
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EXHIBIT INDEX
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Exhibit
Number Description Page
- ------- ----------- ----
5 Opinion of Counsel, Ogden Newell & Welch 11
23(a) Consent of Coopers & Lybrand, L.L.P., independent
accountants of Registrant 13
23(b) Consent of Ogden Newell & Welch, counsel to
Registrant (included in Exhibit 5) 11
24(a) Power of attorney authorizing Steven B.
Ratoff, Michael B. Crutcher, and Garrison R.
Cox to sign the Registration Statement in any
and all capacities on behalf of Owsley Brown II,
Barry D. Bramley, Geo. Garvin Brown III,
Donald G. Calder, Owsley Brown Frazier,
Richard P. Mayer, Stephen E. O'Neil,
William M. Street, and James S. Welch 14
24(b) Certified resolution of Registrant's Board
of Directors authorizing the execution of
powers of attorney 16
99 Brown-Forman Non-Employee Director Compensation
Plan 18
11