AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 2005
REGISTRATION NO. 333-108779
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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
THE CHALONE WINE GROUP, LTD.
______________________________________________________
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-1696731
_______________________________ ______________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
621 AIRPARK ROAD
NAPA, CA 94558
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(Address of registrant's principal executive offices)
2003 EMPLOYEE STOCK PURCHASE PLAN
_________________________________
(Full title of the plan)
IVAN MENEZES
CHIEF EXECUTIVE OFFICER
THE CHALONE WINE GROUP, LTD.
621 AIRPARK ROAD
NAPA, CA 94558
(707) 254-4200
__________________________________________________________
(Name, address, and telephone number of agent for service)
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RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment relates the Registration Statement on Form
S-8 (registration number 333-108779) (the "Registration Statement") filed with
the Securities and Exchange Commission on September 12, 2003, which registered
50,000 shares of common stock, par value $.0001 per share (the "Common Stock"),
of The Chalone Wine Group, Ltd. (the "Company"), to be issued pursuant to the
Company's 2003 Employee Stock Purchase Plan (the "Plan").
The Company, Diageo North America, Inc. ("Diageo") and Double Wines, Inc.
("Double Wines") entered into an Agreement and Plan of Merger dated as of
December 18, 2004 (the "Merger Agreement"), pursuant to which Double Wines, a
wholly owned subsidiary of Diageo, would be merged with and into the Company,
the Company would become a wholly owned subsidiary of Diageo and all outstanding
shares of the Company's Common Stock would be converted into the right to
receive $14.25 in cash, without interest and less any applicable withholding tax
(the "Merger").
On January 7, 2005, the principal terms of the Merger Agreement were
approved by the written consent of approximately 67.9% of the outstanding shares
of Common Stock of the Company, which exceeded the vote required to approve the
Merger.
The Merger became effective on February 8, 2005, following the filing of
the Merger Agreement and officers' certificates of the Company and Double Wines,
in accordance with Section 1103 California General Corporation Law, with the
Secretary of State of the State of California. The Plan has been terminated in
accordance with the Merger Agreement and as a result no additional shares of
Common Stock will be sold pursuant to the Plan. In accordance with an
undertaking made by the Company in the Registration Statement to remove from
registration, by means of a post-effective amendment, any securities of the
Company which remain unsold at the termination of the offering, the Company
hereby removes from registration all Common Stock registered under the
Registration Statement which remain unsold as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Napa, State of California, on this 8th day of
February, 2005.
THE CHALONE WINE GROUP, LTD.
By: /s/ Shawn Conroy Blom
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Name: Shawn Conroy Blom
Title: Vice President of Finance for DC&E
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
________________________ __________________________________________
/s/ IVAN MENEZES
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Ivan Menezes Chief Executive Officer, and Director
(Principal Executive Officer)
/s/ DEIRDRE MAHLAN
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Deirdre Mahlan Financial Officer, Treasurer and Director
(Principal Accounting Officer)
/s/ MICHAEL WESTCOTT
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Michael Westcott Director