SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ADOLPH COORS COMPANY
(Exact name of registrant as specified in its charter)
Colorado 84-0178360
(State of incorporation) (I.R.S. Employer Identification No.)
12th and Ford Streets, Golden, CO 80401
(Address of principal executive offices) Zip Code)
Adolph Coors Company Coors Stock Unit Plan
(Full title of the plan)
Timothy V. Wolf -With a copy to-
Vice President, Treasurer,
Chief Financial Officer Nick Nimmo, Esq.
Adolph Coors Company Holme Roberts & Owen LLC
12th and Ford Streets 1700 Lincoln, Suite 4100
Golden, CO 80401 Denver, CO 80203
(303) 277-5338 (303) 861-7000
(Name, address and telephone
number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee (1)
_____________________________________________________________________
Class B
Common Stock 80,000 shares $17.125 $1,370,000 $472.50
Stock Units 80,000 Stock Units $17.125 $1,370,000 $472.50
________________________________________
</TABLE>
(1) Established pursuant to Rule 457 (c) and (h).
<PAGE>
Part II of Form S-8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated by reference into this Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the year
ended December 25, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 19, 1995.
(3) All documents subsequently filed by the Company 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 - Employees will receive "Coors
Stock Units," which are measurement components equal to the "Fair
Market Value" of a share of the Company's Class B common stock
(non-voting), no par ("Class B Common Stock"), which is registered
under the Securities Exchange Act of 1934. For this purpose, "Fair
Market Value" shall be based upon the average of the highest and
lowest prices of the Class B Common Stock as reported on the
National Association of Securities Dealers Automated Quotation
system ("NASDAQ") on a particular date. If there are no
transactions in Class B Common Stock on such date, the "fair market
value" shall be determined as of the immediately preceding day on
which there were stock transactions. If the price of the Class B
Common Stock is not reported on NASDAQ, the fair market value of
the Class B Common Stock on the particular date shall be determined
by the committee administering the Plan using a reference
comparable to the NASDAQ system. The Company's obligation to pay
such amounts is unsecured and unfunded. The Coors Stock Units may
be paid in cash, or, if the holder has 100 or more Coors Stock
Units, in shares of the Company's Class B Common Stock.
Item 5 INTEREST OF NAMED EXPERTS AND COUNSEL - Not Applicable
Item 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 7-109-101 of the Colorado Business Corporation Act
permits indemnification of a director of a Colorado corporation, in
the case of a third party action, if the director (a) conducted
himself in good faith, (b) reasonably believed that (i) in the case
of conduct in his official capacity, his conduct was in the
corporation's best interest, or (ii) in all other cases, his
conduct was not opposed to the corporation's best interest, and (c)
in the case of any criminal proceeding, had no reasonable cause to
believed that his conduct was unlawful. The section further
provides for mandatory indemnification of directors and officers
who are successful on the merits or otherwise in litigation.
The statute limits the indemnification that a corporation may
provide to its directors in two key respects. A corporation may
not indemnify a director in a derivative action in which the
director is held liable to the corporation, or in any proceeding in
which the director is held liable on the basis of his improper
receipt of a personal benefit.
The statute permits a corporation to indemnify and advance
litigation expenses to officers, employees and agents who are not
directors to a greater extent than directors if consistent with law
and provided for by the bylaws, a resolution of directors or
shareholders, or a contract between the corporation and the
officer, employee or agent.
Under the Company's bylaws, the Company is to indemnify any
person who was or is a party or is threatened to be made a party to
any suit or proceeding because such person is or was a director, or
any director who, at the request of the corporation, serves or has
served as a director, officer, partner, trustee, employee or agent
of another corporation or other entity, against all liabilities and
reasonable expenses incurred by him in connection with such suit or
proceeding, only if he acted in good faith and in a manner he
reasonably believed, when acting in his official capacity, to be in
the least not to be opposed to the best interests of the Company,
and with respect to any criminal action or proceeding, only if he
had no reasonable cause to believe his conduct was unlawful. Any
indemnification of a director in connection with a proceeding by or
in the right of the Company is limited as provided by law. Any
indemnification of or advance of expenses to a director arising out
of a proceeding by or on behalf of the corporation must be reported
in writing to shareholders by the next annual meeting. The
Company's bylaws also provide for mandatory indemnification of any
person who is or was an officer or employee of the Company, and any
officer or employee who, at the request of the Company, served or
has served as a director, officer, partner, trustee, employee or
agent of any other corporation or other entity, against all
liabilities and reasonable expenses incurred by him in connection
with any suit or proceeding (pending or threatened) for acts within
the scope of such person's duties in such capacity, except for such
matters of which such person was adjudged liable for his own gross
negligence or willful misconduct and except with respect to a
personal benefit improperly received by such person.
Directors and officers of the Company and its subsidiaries are
covered by an insurance policy which insures them against certain
losses, liabilities and expenses. The annual aggregate liability
limit under the policy is $20,000,000, with no deductible. The
policy contains numerous exclusions, including exclusions for
personal profit, libel and slander and certain environmental
liabilities. The policy also covers expenditures by the Company
and its subsidiaries for the lawful indemnification of directors
and officers, with a $500,000 deductible for each occurrence. The
same $20,000,000 liability limit applies to the corporate coverage.
In addition, the Company's Articles of Incorporation provide
that to the fullest extent permitted by the Colorado Corporation
Code, as the same exists or hereafter shall be amended, a director
of the Company shall not be liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a
director.
Item 7 EXEMPTION FROM REGISTRATION CLAIMED
Stock Units were awarded between March 28, 1995 and the date
hereof, all in reliance on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933.
Item 8 EXHIBITS
Item 9 UNDERTAKINGS
(a) Rule 415 Undertakings
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 fact 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 (1)(i) and (1)(ii) do not
apply if 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; and
(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) Filings Incorporating Subsequent Exchange Act Documents by
Reference
The undersigned Registrant hereby undertakes that, for
purposes of determining 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 (and each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Acceleration of Effective Date and Filing Registration
Statement on Form S-8
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 discussed in Item 6, 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 such 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
such act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Adolph Coors 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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Golden, Colorado on the 30th day of May, 1995.
ADOLPH COORS COMPANY
By: /s/ William K. Coors
William K. Coors,
Chairman, President
POWER OF ATTORNEY
Each person whose signature appears below does hereby make,
constitute and appoint Patricia J. Smith, Timothy V. Wolf and M.
Caroline Turner, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and
resubstitution to execute, deliver and file with the Securities
and Exchange Commission, for and on his behalf, and in any and
all capacities, any and all amendments (including post-effective
amendments) to this Registration Statement with all exhibits
thereto and other documents in connection therewith, granting
unto said attorney-in-fact and agent 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 attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed below by
the following persons in the capacities indicated and on the
dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
Chairman,
President, Director
/s/ William K. Coors principal executive officer) May 30, 1995
William K. Coors
/s/ Joseph Coors Director May 31, 1995
Joseph Coors
/s/ Peter H. Coors Director May 30, 1995
Peter H. Coors
/s/ Wayne R. Sanders Director May 30, 1995
Wayne R. Sanders
_______________________ Director ______, 1995
J. Bruce Llewellyn
/s/ Luis G. Nogales Director May 30, 1995
Luis G. Nogales
/s/ Timothy V. Wolf Vice President, Treasurer, May 30, 1995
Timothy V. Wolf Chief Financial Officer
(principal accounting and
financial officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
<S> <C>
5.1 Opinion of Holme Roberts & Owen LLC as to
the securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Holme Roberts & Owen LLC
(contained in their opinion filed as Exhibit 5.1)
24 Powers of Attorney are on the signature page of
the Registration Statement
</TABLE>
<PAGE>
Holme Roberts & Owen LLC
1700 Lincoln, Suite 4100
Denver, CO 80203
June 4, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Adolph Coors Company
Form S-8 Registration Statement
Coors Stock Unit Plan
Gentlemen:
This firm has acted as counsel to Adolph Coors Company (the
"Company") in connection with the preparation and filing of its
registration statement on Form S-8 under the Securities Act of
1933, as amended, covering an aggregate of $80,000 Coors Stock
Units and 80,000 shares of Class B Common Stock, which may be
acquired through participation in the Coors Stock Unit Plan (the
"Plan").
We have examined the Company's Articles of Incorporation and
bylaws and the record of its corporate proceedings with respect to
the registration statement and have made such other investigation
as we have deemed necessary in order to express the following
opinion.
The Coors Stock Units and Class B Common Stock, when issued as
contemplated by the Plan and the registration statement, will be
legally issued, fully paid and nonassessable.
We hereby consent to all references to this firm in the
registration statement and all amendments to the registration
statement. We further consent to the use of this opinion as an
exhibit to the registration statement.
Very truly yours
Holme Roberts & Owen LLC
By /s/ Nick Nimmo
Nick Nimmo, Member
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 28, 1995 appearing on
page 25 of Adolph Coors Company's Annual Report on Form 10-K for the year
ended December 25, 1994.
PRICE WATERHOUSE LLP
Denver, Colorado
June 5, 1995
