As filed with the Securities and Exchange Commission on March 10, 1998.
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Beringer Wine Estates Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 68-0370340
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Pratt Avenue
St. Helena, California 94574
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(Address of Principal (Zip Code)
Executive Offices)
BERINGER WINE ESTATES HOLDINGS, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
----------------------------------------------------------------------
(Full title of the plan)
WALTER T. KLENZ Copy to:
President and Chief Executive Officer SALLY BRAMMELL
Beringer Wine Estates Holdings, Inc. Pillsbury Madison & Sutro LLP
1000 Pratt Avenue P.O. Box 7880
St. Helena, California 94574 San Francisco, CA 94120-7880
(707) 259-4500 (415) 983-1000
------------------------------ ------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock, 200,000 shares $38.75 $7,750,000 $2,287
par value $.01
- ----------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c), based upon the average of the high and low
sales prices as reported on the Nasdaq National Market on March 6,
1998.
</TABLE>
-----------------
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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<PAGE>
PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual
- ------ -----------------------------------------------
Information.*
-----------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference.
- ------ -----------------------------------------------
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(1) Registrant's Quarterly Report on Form 10-Q (File No. 000-23175), as
amended by Form 10-Q/A, for the quarter ended September 30, 1997, and Quarterly
Report on Form 10-Q, as amended by Form 10-Q/A, for the quarter ended December
31, 1997;
(2) Registrant's prospectus dated October 28, 1997 filed pursuant to
Rule 424(b)(4) under the Securities Act of 1933 (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-34443 (the "Form S-1
Registration Statement")), which contains the consolidated balance sheets of the
Registrant as of June 30, 1996 and 1997 and the related statements of income, of
stockholders' equity and of cash flows for the years ended June 30, 1995 and
1997 and the six month periods ended December 31, 1995 and June 30, 1996,
together with the report thereon of Price Waterhouse LLP, independent public
accountants; and
(3) The description of Registrant's Class B Common Stock contained in
Registrant's registration statement on Form 8-A, filed October 6, 1997.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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
-2-
<PAGE>
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article V of the Registrant's
Restated Certificate of Incorporation (Exhibit 3.(i)3 to the Form S-1
Registration Agreement) and Article VII of the Registrant's Bylaws (Exhibit
3.(ii)1 to the Form S-1 Registration Agreement) provide for indemnification of
the Registrant's directors, officers, employees and other agents to the extent
and under the circumstances permitted by the Delaware General Corporation Law.
The Registrant has also entered into agreements with its directors and officers
that will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent not prohibited by law (Exhibit 10.6
to the Registration Statement).
The Underwriting Agreement (Exhibit 1.1 to the Form S- 1 Registration
Agreement) provides for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Act, and affords
certain rights of contribution with respect thereto.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
See Index to Exhibits.
-3-
<PAGE>
Item 9. Undertakings.
- ------ ------------
(a) 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 paragraphs (a)(1)(i) and (a)(1)(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
those paragraphs is contained in periodic reports filed by the
Registrant 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.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
-4-
<PAGE>
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 time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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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<PAGE>
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 St. Helena, State of California, on March 9,
1998.
BERINGER WINE ESTATES HOLDINGS,
INC.
By /s/ Walter T. Klenz
-------------------------------------
Walter T. Klenz
President and Chief Executive
Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walter T. Klenz, Peter F. Scott and
Douglas W. Roberts, and each of them his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this registration statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
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:
Name Title Date
---- ----- ----
/s/ Walter T. Klenz President, Chief Executive March 9, 1998
- -------------------------- Officer (Principal
Walter T. Klenz Executive Officer) and
Chairman of the Board
-6-
<PAGE>
Name Title Date
---- ----- ----
/s/ Peter F. Scott Senior Vice President, March 9, 1998
- -------------------------- Finance and Operations and
Peter F. Scott Chief Financial Officer
(Principal Financial
Officer and Accounting
Officer)
/s/ Richard Adams
- -------------------------- Director March 9, 1998
Richard Adams
/s/ David Bonderman
- -------------------------- Director March 9, 1998
David Bonderman
/s/ Randy Christofferson
- -------------------------- Director March 9, 1998
Randy Christofferson
/s/ James G. Coulter
- -------------------------- Director March 9, 1998
James G. Coulter
/s/ Timm F. Crull
- -------------------------- Director March 9, 1998
Timm F. Crull
/s/ William A. Franke
- -------------------------- Director March 9, 1998
William A. Franke
/s/ E. Michael Moone
- -------------------------- Director March 9, 1998
E. Michael Moone
/s/ William S. Price III
- -------------------------- Director March 9, 1998
William S. Price III
/s/ Jesse Rogers
- -------------------------- Director March 9, 1998
Jesse Rogers
/s/ George A. Vare
- -------------------------- Director March 9, 1998
George A. Vare
/s/ Emily Woods
- -------------------------- Director March 9, 1998
Emily Woods
-7-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
- ------- -------
4.1* Form of Class B Common Stock Certificate.
5.1 Opinion regarding legality of securities to be
offered.
23.1 Consent of Price Waterhouse LLP, Independent
Auditors.
23.2 Consent of Pillsbury Madison & Sutro LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (see page 6).
- --------
* Incorporated by reference to Exhibit 4.1 to Registrant's
Registration Statement on Form S-1, No. 333-34443.
-8-
EXHIBIT 5.1
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PILLSBURY MADISON & SUTRO LLP
P.O. BOX 7880
SAN FRANCISCO, CA 94120
Tel: (415) 983-1000
Fax: (415) 983-1200
March 9, 1998
Beringer Wine Estates Holdings, Inc.
1000 Pratt Avenue
St. Helena, CA 94574
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Beringer Wine Estates Holdings, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933,
relating to 200,000 shares of the Company's Class B Common Stock issuable
pursuant to the Employee Stock Purchase Plan of the Company (the "ESPP"), it is
our opinion that such shares of the Class B Common Stock of the Company, when
issued and sold in accordance with the ESPP will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/S/PILLSBURY MADISON & SUTRO LLP
EXHIBIT 23.1
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CONSENT OF PRICE WATERHOUSE LLP, INDEPENDENT AUDITORS
-----------------------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 24, 1997, appearing on page
F-2 of Beringer Wine Estates Holdings, Inc.'s prospectus dated October 28, 1997
filed pursuant to Rule 424(b) under the Securities Act of 1933.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
San Francisco, California
March 9, 1998
