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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ADOLPH COORS COMPANY
(Exact name of registrant as specified in its charter)
Colorado 84-0178360
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12th and Ford Street
Golden, Colorado 80401
(Address of principal executive offices) (Zip Code)
COORS 401(k) SAVINGS PLAN
FOR
HOURLY EMPLOYEES AT THE MEMPHIS, TENNESSEE BREWERY
AND
ADOLPH COORS COMPANY DEFERRED COMPENSATION PLAN
(Full title of the Plans)
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M. Caroline Turner, Esq. With copies to:
12th and Ford Street
Golden, Colorado 80401 Thomas A. Richardson, Esq.
(Name and address of agent for service) Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
(303) 277-3320 Denver, Colorado 80203
(Telephone number, including area code, (303) 861-7000
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price(1) Registration Fee
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Class B Common Stock 163,265 shares 32.75 $5,346,929 $1,620
(2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee for the
shares being registered hereby pursuant to Rule 457 based on the average of the
closing price for Class B Common Stock on February 5, 1998 as reported on the
Nasdaq National Market.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Coors 401(k) Savings Plan for Hourly
Employees at the Memphis, Tennessee Brewery (the"401(k) Plan") and the Adolph
Coors Company Deferred Compensation Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in the Registration
Statement:
(1) Annual Report on Form 10-K of the Company for the year ended December
29, 1996.
(2) Quarterly Report on Form 10-Q of the Company for the quarter ended
March 30, 1997.
(3) Quarterly Report on Form 10-Q of the Company for the quarter ended June
29, 1997.
(4) Quarterly Report on Form 10-Q of the Company for the quarter ended
September 29, 1997.
(5) Current Report on Form 8-K of the Company filed with the Commission on
May 2, 1997.
(6) The description of the Class B Common Stock contained in a registration
statement on Form S-8 , dated June 6, 1995. (Registration No. 033-59979)
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 that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part thereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article Ten of the Company's Amended and Restated Articles of
Incorporation and Article VI of the Company's Bylaws require the Company to
indemnify, to the fullest extent allowed by the Colorado Business Corporation
Act (the "CBCA"), any person who serves or who has served at any time as a
director or an officer of the Company, and any director or officer who, at the
request of the Company, serves or at any time has served as a director, officer,
partner, trustee, employee, or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, other enterprise or
employee benefit plan, against any and all liabilities and reasonable expenses
incurred in connection with any claim, action, suit, or proceeding to which such
director or officer is made a party, or which may be asserted against him,
because he is or was a director or an officer.
Article Nine of the Company's Amended and Restated Articles of
Incorporation provides that directors of the Company shall not be liable to the
Company or any of its shareholders for monetary damages caused by a breach of
fiduciary duty as a director.
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Sections 7-109-102 and 103 of the CBCA authorize the indemnification of
directors and officers against liability incurred by reason of being a director
or officer and against expenses (including attorney's fees) judgments, fines and
amounts paid in settlement and reasonably incurred in connection with any action
seeking to establish such liability, in the case of third-party claims, if the
officer or director acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and in the
case of actions by or in the right of the corporation, if the officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interest of the corporation and if such officer or
director shall not have been adjudged liable to the corporation, unless a court
otherwise determines. Indemnification is also authorized with respect to any
criminal action or proceeding where the officer or director had no reasonable
cause to believe his conduct was unlawful.
The above discussion of the Company's Amended and Restated Articles of
Incorporation, Bylaws and the CBCA is only a summary and is qualified in its
entirety by the full text of each of the foregoing.
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.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit No. Description
23.1 Consent of Price Waterhouse LLP
24.1 Powers of Attorney
The undersigned registrant hereby undertakes that the registrant will
submit the 401(k) Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS in
order to qualify the 401(k) Plan.
Item 9. Undertakings
(a) Rule 415 Offerings.
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,
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represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the high or low end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned registrant hereby undertakes that, for the 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 (and where applicable, 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 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) Request for acceleration of effective date or filing of 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, or otherwise, the
registrant has been advised that in the opinion of the 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 competent
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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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 Golden, State of Colorado, February 5, 1998.
ADOLPH COORS COMPANY,
a Colorado corporation
By /s/ William K. Coors
William K. Coors, President
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.
<TABLE>
<CAPTION>
Title/Position Held
Signature with Registrant Date
<S> <C> <C>
/s/ William K. Coors Chairman and President February 5, 1998
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William K. Coors Chief Executive Officer
/s/ Timothy V. Wolf Vice President February 5, 1998
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Timothy V. Wolf Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer
/s/ Joseph Coors Vice Chairman February 5, 1998
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Joseph Coors
/s/ Peter H. Coors Director February 5, 1998
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Peter H. Coors
/s/ Wayne R. Sanders Director February 5, 1998
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Wayne R. Sanders
/s/ J. Bruce Llewellyn Director February 5, 1998
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J. Bruce Llewellyn
/s/ Luis G. Nogales Director February 5, 1998
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Luis G. Nogales
/s/ Pamela H. Patsley Director February 5, 1998
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Pamela H. Patsley
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the
administrators of the Coors 401(k) Plan for Hourly Employees at the Memphis,
Tennessee Brewery have caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Golden,
State of Colorado on February 5, 1998.
COORS 401(k) PLAN FOR HOURLY WORKERS
AT MEMPHIS TENNESSEE BREWERY
By /s/ Timothy V. Wolf
Name: Timothy V. Wolf
Title: Plan Administrator
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INDEX TO EXHIBITS
Exhibit
Number Description
23.1 Consent of Price Waterhouse LLP
24.1 Powers of Attorney
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Exhibit 23.1
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Independent Auditors' Consent
The Board of Directors
Adolph Coors Company:
We consent to incorporation by reference in the registration statement on Form
S-8 of our report dated February 18, 1997 appearing on page 27 of Adolph Coors
Company's Annual Report on Form 10-K for the year ended December 29, 1996.
Price Waterhouse LLP
Denver, Colorado
February 5, 1998
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Exhibit 24.1
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POWER OF ATTORNEY
Each person whose signature appears below appoints Timothy V. Wolf, M.
Caroline Turner and Katherine L. MacWilliams, and each of them, his or her
attorneys-in-fact, with full power of substitution, for him or her in any and
all capacities, to sign a registration statement to be filed with the Securities
and Exchange Commission (the "Commission") on Form S-8 by Adolph Coors Company,
a Colorado corporation (the "Company"), with respect to the registration of
shares of the Company's Class B Common Stock, with no par value ("Class B Common
Stock"), for issuance pursuant to the Coors 401(k) Savings Plan for Hourly
Employees at the Memphis, Tennessee Brewery and the Adolph Coors Company
Deferred Compensation Plan, and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission; and to sign all
documents in connection with the qualification and sale of the Class B Common
Stock with Blue Sky authorities and with the National Association of Securities
Dealers, Inc.; granting unto said attorneys-in-fact full power and authority to
perform any other act on behalf of the undersigned required to be done in the
premises, hereby ratifying and confirming all that said attorneys-in-fact
lawfully do or cause to be done by virtue hereof.
Date: February 5, 1998 /s/ William K. Coors
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William K. Coors
Date: February 5, 1998 /s/ Timothy V. Wolf
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Timothy V. Wolf
Date: February 5, 1998 /s/ Joseph Coors
Joseph Coors
Date: February 5, 1998 /s/ Peter H. Coors
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Peter H. Coors
Date: February 5, 1998 /s/ Wayne R. Sanders
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Wayne R. Sanders
Date: February 5, 1998 /s/ Bruce Llewellyn
J. Bruce Llewellyn
Date: February 5, 1998 /s/ Luis G. Nogales
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Luis G. Nogales
Date: February 5, 1998 /s/ Pamela H. Patsley
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Pamela H. Patsley
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