________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________________________________________________________
THE CHALONE WINE GROUP, LTD.
(Exact name of issuer as specified on its charter)
________________________________________________________________________________
California 94-1696731
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
621 Airpark Road
Napa, CA 94558
(Address of Principal Executive Offices and Zip Code)
___________
2003 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plans)
Thomas B. Selfridge
Chief Executive Officer
621 Airpark Road
Napa, CA 94558
(707) 254-4200
(Name and address, and telephone number,
including area code, of agent for service)
___________
Copy to:
Daniel E. Cohn, Esq.
Jack G. Martel, Esq.
Farella Braun + Martel LLP
235 Montgomery St.
San Francisco, CA 94104-3159
Calculation of Registration Fee
_______________________________________________________________________________________________________
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered(1) offering price per aggregate offering registration
share(2) price(2) fee(2)
_______________________________________________________________________________________________________
Common Stock 50,000 shares $7.82 $391,000 $32.00
(par value $.0001)
_______________________________________________________________________________________________________
This Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act of 1933, as amended.
___________________
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Calculated pursuant to Rule 457(h) solely for purposes of determining the
registration fee of $32.00, which represents the average of the high and low
prices of the Common Stock reported on Nasdaq National Market on September 12,
2003, a date within five business days prior to the filing of this Registration
Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
The information called for in Part I of Form S-8 is not being prepared
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
We will send or give the documents containing the information required
by this item to persons who are eligible to participate in the plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended.
Item 2. Registration Information and Employee Plan Annual Information
We will send or give the documents containing the information
incorporated by reference pursuant to Item 3 of Part II of this registration
statement to persons who are eligible to participate in the plan pursuant to
Rule 428(b), without charge, upon written or oral request. These documents are
incorporated by reference in the Section 10(a) prospectus. We also will send or
give the documents required by Rule 428(b), without charge, upon written or oral
request, to persons who are eligible to participate in the plan. Requests for
any of the documents referred to in this item should be mailed to: Investor
Relations Department, The Chalone Wine Group, Ltd., 621 Airpark Road, Napa, CA
94558; or you may call us at 707-254-4200.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference in this Registration
Statement the following documents:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002;
b. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2003;
c. The Company's Current Report on Form 8-K filed with the
Commission on May 12, 2003;
d. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2003;
e. The Company's Current Report on Form 8-K filed with the
Commission on August 11, 2003
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f. All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934
Act") since December 31, 2002, and
g. The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on April 18, 1995 pursuant to Section 12 of the
1934 Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act 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, also shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of the filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article FIFTH of our Articles of Incorporation, as amended, provides
for the indemnification of our officers and directors to the fullest extent
permissible under California law. Section 5.8 of our Bylaws requires us to
indemnify, and, in certain instances, advance expenses to, our agents, with
respect to certain costs, expenses, judgments, fines, settlements and other
amounts incurred in connection with any proceeding, to the fullest extent
permitted by applicable law. Persons covered by this indemnification provision
include our current and former directors, officers, employees and other agents,
as well as persons who serve at our request as directors, officers, employees or
agents of another enterprise.
Section 317(b) of the General Corporations Law of the State of
California provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any proceeding, other than an
action by or in the right of the corporation to procure a judgment in its favor,
by reason of the fact that such the person is or was a director, officer,
employee or other agent of the corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with the proceeding if the agent acted in good faith and in a manner the agent
reasonably believed to be in the best interests of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful.
Section 317(c) of the California Corporations law provides that a
corporation shall have power to indemnify any agent who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was an agent, against expenses actually and
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reasonably incurred by the agent in connection with the defense or settlement of
the action if the agent acted in good faith and in a manner the agent believed
to be in the best interest of the corporation and its shareholders.
Section 317(c) further provides that no indemnification may be made for
any of the following: (i) in respect of any claim, issue or matter as to which
the agent shall have been adjudged to be liable to the corporation, unless and
only to the extent that the court in which such proceeding is or was pending
shall determine that the agent is fairly and reasonably entitled to
indemnification for expenses, (ii) of amounts paid in settling or otherwise
disposing of a pending action without court approval and (iii) of expenses
incurred in defending a pending action which is settled or otherwise disposed of
without court approval. Section 317(d) of the Corporations law requires that an
agent be indemnified against expenses actually and reasonably incurred to the
extent the agent has been successful on the merits in the defense of proceedings
referred to in subdivisions (b) or (c) of Section 317.
Except as provided in Section 317(d), and pursuant to Section 317(e),
indemnification under Section 317 shall be made by the corporation only if
specifically authorized and upon a determination that indemnification is proper
under the circumstances because the agent has met the applicable standard of
conduct set forth in Section 317(b) or (c), by any of the following: (i) a
majority vote of a quorum consisting of directors who are not parties to the
proceeding, (ii) if such a quorum of directors is not obtainable, by independent
legal counsel in a written opinion, (iii) approval of the shareholders, provided
that any shares owned by the agent may not be counted in this vote, or (iv) the
court in which such proceeding is or was pending. Pursuant to Section 317(f) of
the Corporations law, the corporation may advance expenses incurred in defending
any proceeding upon receipt of an undertaking by the agent to repay the amount
if it is ultimately determined that the agent is not entitled to be indemnified.
Section 317(h) provides, with certain exceptions, that no
indemnification shall be made under Section 317 where it appears that it would
be inconsistent with a provision of the corporation's articles, bylaws, a
shareholder resolution or an agreement which prohibits or otherwise limits
indemnification, or where it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 317(i) authorizes a corporation to purchase and maintain
insurance on behalf of an agent for liabilities arising by reason of the agent's
status, whether or not the corporation would have the power to indemnify the
agent against liability under the provisions of Section 317. Section 5.8 of our
Bylaws authorizes us to purchase and maintain insurance on behalf of any person
indemnified us. We currently maintain a directors and officers liability policy
in the amount of $5,000,000.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Please see the Exhibit Index filed as part of this Registration
Statement.
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Item 9. Undertakings
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 this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this 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 herein, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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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 Commission such indemnification is
against public policy as expressed in the Securities Act if 1933 and is,
therefore, unenforceable. In the event that 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) is asserted by such
director, officer or controlling person 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Napa, State of California, on the 12th day of
September 2003.
THE CHALONE WINE GROUP, LTD.
By: /S/ THOMAS B. SELFRIDGE
___________________________
Thomas B. Selfridge
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of The Chalone Wine Group, Ltd., a California corporation, do hereby
constitute and appoint Thomas B. Selfridge and Shawn Conroy Blom, each
individually and without the others, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact and agents, each with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the 1933 Act, as amended, and any rules or regulations or requirements of
the Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to any and
all amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
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Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons, in the capacities indicated
on the 22nd day of August 2003.
Signature Title
/S/ THOMAS B. SELFRIDGE President, Chief Executive Officer and
__________________________ Director
Thomas B. Selfridge (Principal Executive Officer)
/S/ SHAWN CONROY BLOM
__________________________ Chief Financial Officer
Shawn Conroy Blom (Principal Financial and Principal
Accounting Officer)
__________________________ Director
John Diefenbach
/S/ MARCEL GANI
__________________________ Director
Marcel Gani
/S/ MARK A. HOJEL
__________________________ Director
Mark A. Hojel
__________________________ Director
Yves-Andre Istel
/S/ C. RICHARD KRAMLICH
__________________________ Director
C. Richard Kramlich
/S/ GEORGE E. MEYERS
__________________________ Director
George E. Myers
__________________________ Director
James H. Niven
/S/ PHILLIP M. PLANT
__________________________ Director
Phillip M. Plant
/S/ CHRISTOPHE SALIN
__________________________ Chairman of the Board
Christophe Salin
__________________________ Director
Eric de Rothschild
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Exhibit Index
Exhibit No. Description
3.1 Restated Articles of Incorporation, as amended through
June 3, 1985 (i)
3.2 Amendment to Restated Articles, filed June 6, 1988 (ii)
3.3 Amendment to Restated Articles, filed May 17, 1991 (iii)
3.4 Amendment to Restated Articles, filed July 14, 1993 (iv)
3.5 Amendment to Restated Articles, filed June 24, 2002 (v)
3.6 Bylaws, as amended through December 1992 (i)
3.7 1993 Bylaw amendments (iv)
5.1 Opinion of Farella Braun + Martel LLP
23.1 Consent of Moss-Adams LLP, independent accountants
23.2 Consent of Farella Braun + Martel LLP (included in
Exhibit 5.1)
23.3 Consent of Deloitte & Touche LLP, independent
accountants
24.1 Power of Attorney (included in the Signature Page
contained in Part II of the Registration Statement
99.1 The Chalone Wine Group, Ltd. 2003 Employee Stock
Purchase Plan
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