-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NzFoJEg2C9Gm0cSijIvA/V/P5JyR2QJdlrCu7MKuyuBT1Z+8v2b3vXyMbasJbTY2 CTJ1LHjHF+tiYDvOtjgHbQ== 0000901309-99-000166.txt : 19991018 0000901309-99-000166.hdr.sgml : 19991018 ACCESSION NUMBER: 0000901309-99-000166 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991004 EFFECTIVENESS DATE: 19991004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANANDAIGUA BRANDS INC CENTRAL INDEX KEY: 0000016918 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 160716709 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-88391 FILM NUMBER: 99722640 BUSINESS ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 7162182169 MAIL ADDRESS: STREET 1: 300 WILLOWBROOK OFFICE PARK CITY: FAIRPORT STATE: NY ZIP: 14450 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA WINE CO INC DATE OF NAME CHANGE: 19920703 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 4, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CANANDAIGUA BRANDS, INC. (exact name of registrant as specified in its charter) DELAWARE 16-0716709 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 300 Willowbrook Office Park, Fairport, New York 14450 (Address of Principal Executive Offices) (Zip Code) CANANDAIGUA BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN (Full title of the Plan) Robert Sands, Esq. Chief Executive Officer, International, Executive Vice President and General Counsel Canandaigua Brands, Inc 300 Willowbrook Office Park Fairport, New York 14450 (716) 218-2169 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: John C. Partigan, Esq. Nixon Peabody LLP 900 Clinton Square Rochester, New York 14604 (716) 263-1000 - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered(1) Registered(1) Share (2) Price Fee - ------------- ------------- --------- ----- -------- Class A 154,082 $52.00 $8,012,264 $ 2,227.41 Common Stock 249,500 $44.75 $11,165,125 $ 3,103.90 $.01 par value 3,000 $53.25 $159,750 $44.41 per share 3,600 $57.3125 $206,325 $57.36 3,589,818 $57.44 (3) $206,199,146 $57,323.36 (1) Pursuant to Rule 416(b) under the Securities Act of 1933, this registration statement covers such additional shares of Class A Common Stock as may be issuable pursuant to anti-dilution provisions of the Plan. (2) Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) (3) As instructed by Rule 457(h)(1) and estimated in accordance with Rule 457(c), based upon the average of the high and low prices for the registrant's Common Stock on the NASDAQ National Market System reported as of September 28, 1999. Explanatory Note Canandaigua Brands, Inc. (formerly known as Canandaigua Wine Company, Inc.) (the "Company") filed a Registration Statement on Form S-8 on November 22, 1994 (Reg. No. 33-56557) and a Post Effective Amendment No. 1 to such Registration Statement on November 29, 1994 (as amended, the "Prior Registration Statement") relating to the registration of shares of the Company's Class A Common Stock. On September 1, 1997 the Company changed its name to Canandaigua Brands, Inc. Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the "Registration Statement") registers an additional 4,000,000 shares of the Company's Class A common stock which may be acquired under the Company's Long-Term Stock Incentive Plan. The contents of the Prior Registration Statement are incorporated herein by reference. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. James A. Locke III, Esq. serves as a Member of the Board of Directors of the Company. Mr. Locke is a partner in the law firm Nixon Peabody LLP, which firm has rendered an opinion regarding the legality of the securities offered by the Registration Statement. A copy of the Opinion of Nixon Peabody LLP is attached hereto as Exhibit 5. Item 8. Exhibits. See Exhibit Index. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Rochester, State of New York, on the 2nd day of October, 1999. CANANDAIGUA BRANDS, INC. By: /s/ Robert Sands Robert Sands Executive Vice President and General Counsel 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 dates indicated. /s/ Richard Sands Director, Chairman of October 1, 1999 - ------------------------ the Board, President and Richard Sands Chief Executive Officer (Principal Executive Officer) /s/ Robert Sands Director, October 1, 1999 ----------------------- Executive Vice President Robert Sands and General Counsel /s/ Thomas S. Summer Senior Vice President October 1, 1999 ----------------------- and Chief Financial Officer Thomas S. Summer (Principal Financial and Accounting Officer) /s/ George Bresler Director October 2, 1999 ----------------------- George Bresler /s/ James A. Locke, III Director October 1, 1999 - ------------------------ James A. Locke, III /s/ Thomas C. McDermott Director October 1, 1999 - ------------------------ Thomas C. McDermott /s/ Paul L. Smith Director October 4, 1999 - ------------------------ Paul L. Smith EXHIBIT INDEX Exhibit No. Description Location - ---------- ----------- -------- 5-1 Legal Opinion of Nixon Peabody LLP Filed Herewith 23-1 Consent of Nixon Peabody LLP Contained in opinion filed as Exhibit 5-1 to this Registration Statement 23-2 Consent of Arthur Andersen LLP, Filed Herewith independent accountants EX-5 2 EXHIBIT 5-1 Clinton Square Post Office Box 1051 Rochester, New York 14603-1051 Fax: (716) 263-1600 Direct Dial: (716) 263-1000 October 4, 1999 Canandaigua Brands, Inc. 300 Willowbrook Office Park Fairport, New York 14450 Ladies and Gentlemen: We have acted as counsel to Canandaigua Brands, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company on October 4, 1999 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), for the purpose of registering with the Commission the issuance and sale of 4,000,000 shares of the Class A Common Stock of the Company, par value $.01 per share (the "Common Stock"), pursuant to the Company's Long-Term Stock Incentive Plan (as amended, the "Plan"). This opinion is being delivered to you in connection with the Registration Statement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Company and all such agreements, certificates of public officials, certificates of officers or other representatives of the Company, and such other documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including (i) the Certificate of Incorporation of the Company, as amended to the date hereof, (ii) the By-Laws of the Company, as amended to the date hereof, and (iii) the Plan. As to questions of fact material to our opinions expressed herein, we have, when relevant facts were not independently established, relied upon certificates of, and information received from, the Company and/or representatives of the Company. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company and/or representatives of the Company and do not opine as to the accuracy of such factual matters. We also have relied, without investigation, upon certificates and other documents from, and conversations with, public officials. Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware. Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, and after (a) the above-referenced Registration Statement has become effective under the Act and assuming that such effectiveness remains in effect throughout the period during which shares of Common Stock are offered and sold pursuant to the Plan, (b) the shares of Common Stock to be offered and sold pursuant to the Plan have, if required, been duly qualified or registered, as the case may be, for sale under applicable state securities laws and all applicable securities laws are complied with, (c) all necessary action by the Board of Directors or Compensation Committee of the Board of Directors of the Company shall have been taken to duly authorize the offer, issuance and sale of Common Stock to be offered and sold pursuant to the Plan, and (d) the shares of Common Stock to be offered and sold pursuant to the Plan have been delivered pursuant to and in accordance with the terms of the Plan and related agreements and instruments, we are of the opinion that the 4,000,000 shares of Common Stock to be offered and sold pursuant to the Plan will have been duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for your benefit in connection with the transactions described above and, except as provided in the immediately preceding paragraph, may not be otherwise communicated to, reproduced, filed publicly or relied upon by, any other person or entity for any other purpose without our express prior written consent. This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are rendered as of the date hereof, and we disclaim any undertaking to advise you of changes in law or fact which may affect the continued correctness of any of our opinions as of a later date. Very truly yours, /s/ Nixon Peabody LLP EX-23 3 EXHIBIT 23-2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated April 22, 1999 included in Canandaigua Brands, Inc.'s form 10-K for the year ended February 28, 1999, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Rochester, New York October 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----