<PAGE>
As filed with the Securities and Exchange Commission on April 23, 1999
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.
---------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 68-0370340
---------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
610 Airpark Road
Napa, California 94558
---------------------------- ------------------------
(Address of Principal (Zip Code)
Executive Offices)
BERINGER WINE ESTATES HOLDINGS, INC. 1998 INCENTIVE STOCK PLAN
--------------------------------------------------------------
(Full title of the plan)
DOUGLAS W. ROBERTS
Vice President, General Counsel and Secretary
Beringer Wine Estates Holdings, Inc.
610 Airpark Road
Napa, California 94558
(707) 259-4500
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
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
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<S> <C> <C> <C> <C>
Class B Common Stock, 300,000 shares $39.47 $11,841,000 $3,291.80
par value $.01
- --------------------------------------------------------------------------------------------------
</TABLE>
(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 April 20, 1999.
--------------------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
1
<PAGE>
PART I
------------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.*
- -------- ----------------
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),
for the quarter ended September 30, 1998, and Quarterly Report on Form 10-Q, for
the quarter ended December 31, 1998;
(2) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998; 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 reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
- ------- -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Douglas W. Roberts, the Registrant's Vice President, General Counsel
and Secretary, has opined as to the validity of the securities registered
hereby. Mr. Roberts has been granted options to purchase a total of 54,000
shares of Class B Common Stock at exercise prices ranging from $6 to $43.39 per
share pursuant to the 1996 Stock Option Plan.
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. Article V of the Registrant's Restated
Certificate of Incorporation and Article VII of the Registrant's Bylaws 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.
2
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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.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
See Index to Exhibits
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 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.
3
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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 April 23, 1999.
BERINGER WINE ESTATES HOLDINGS, INC.
By: /s/ Peter F. Scott
-----------------------------
Senior Vice President, Finance and Operations
and Chief Financial Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints 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
- ---- -----
/s/ Walter T. Klenz President, Chief Executive Officer
- -------------------- (Principal Executive Officer) and Chairman of the Board
Walter T. Klenz
/s/ Peter F. Scott Senior Vice President, Finance and Operations and
- -------------------- Chief Financial Officer (Principal Financial Officer)
Peter F. Scott
/s/ Richard Adams
- -------------------- Director
Richard Adams
/s/ David Bonderman
- -------------------- Director
David Bonderman
/s/ Randy Christofferson
- -------------------- Director
Randy Christofferson
/s/ James G. Coulter
- -------------------- Director
James G. Coulter
4
<PAGE>
/s/ Timm F. Crull
- -------------------- Director
Timm F. Crull
/s/ William A. Franke
- -------------------- Director
William A. Franke
/s/ E. Michael Moone
- -------------------- Director
E. Michael Moone
/s/ William S. Price III
- -------------------- Director
William S. Price III
/s/ Jesse Rogers
- -------------------- Director
Jesse Rogers
/s/ George A. Vare
- -------------------- Director
George A. Vare
/s/ Emily Woods
- -------------------- Director
Emily Woods
5
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INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
- ------- ----------------------------------------------------------------
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see Page 4)
6
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EXHIBIT 5.1
OPINION OF COUNSEL
- ------------------
BERINGER WINE ESTATES HOLDINGS, INC.
610 Airpark Road
P.O. Box 4500
NAPA, CA 94120
Re: Registration Statement on Form S-8
Registration of 300,000 shares of Class B Common Stock
Gentlemen:
In my capacity as Secretary and General Counsel of Beringer Wine Estates
Holdings, Inc., a Delaware corporation (the "Company"), I have represented the
Company in connection with the registration with the Securities and Exchange
Commission on Form S-8 (the "Registration Statement") of 300,000 shares of Class
B Common Stock, $.01 par value, ("Common Stock"), to be issued by the Company
pursuant to the 1998 Incentive Stock Plan.
Based upon such investigation as I deemed necessary for purposes of this
opinion, I am of the opinion that the shares of Common Stock have been duly and
validly authorized by the Company, and that the shares of Common Stock, when
issued as contemplated in the Registration Statement, will be legally issued,
fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Douglas W. Roberts
---------------------------
Douglas W. Roberts
Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
- ----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 25, 1998 appearing in
Beringer Wine Estates Holdings, Inc. Annual Report of Form 10-K for the year
ended June 30, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
San Francisco, California
April 23, 1999
