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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
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.
<PAGE>
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
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
