As filed with the Securities and Exchange Commission on July 2, 1999
Registration No. 333-________
UNITED STATES
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 or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
311 10TH STREET
P.O. BOX 4030
GOLDEN, COLORADO 80401-0030
(303) 279-6565 (Zip Code)
(Address of principal executive offices)
ADOLPH COORS COMPANY COORS STOCK UNIT PLAN
(Full title of plan)
--WITH A COPY TO--
M. CAROLINE TURNER THOMAS A. RICHARDSON, ESQ.
ADOLPH COORS COMPANY HOLME ROBERTS & OWEN LLP
311 10TH STREET 1700 LINCOLN STREET
P.O. BOX 4030 SUITE 4100
GOLDEN, COLORADO 80401-0030 DENVER, COLORADO 80203
(303) 279-6565 (303) 861-7000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock 4,000 shares $ 50.03 $ 200,120.00 $ 55.63
Stock Units 4,000 Units ------ ---------- ------
</TABLE>
- -------------
(1) Calculated pursuant to Rule 457(c) and (h).
1
<PAGE>
Form S-8 Pursuant to General Instruction E
This Form S-8 is filed with the Securities and Exchange Commission (the
"Commission") pursuant to General Instruction E to Form S-8. The Form S-8 filed
with the Commission on June 6, 1995, by Adolph Coors Company (the "Registrant"),
File Number 33-59979, is hereby incorporated by reference into this Form S-8.
All capitalized terms not defined herein shall have the same meaning as set
forth in the June 6, 1995, Form S-8.
The Registrant hereby registers an additional 4,000 shares of the Company's
Class B Common Stock and an additional 4,000 Coors Stock Units.
Item 3. Incorporation of Documents by Reference
The following documents filed by Adolph Coors Company with the Commission are
hereby incorporated by reference into this Registration Statement:
(a) The Registrant's annual report on Form 10-K for the year ended December 27,
1998, filed with the Commission on March 29, 1999 (File Number 001-14829); and
(b) The Registrant's quarterly report on Form 10-Q, filed with the Commission on
May 12, 1999 (File Number 001-14829); and
(c) The description of Class B Common Stock of the Registrant contained in the
Registration Statement on Form 8-A filed with the Commission on February 10,
1999 (File No. 001-14829).
All documents subsequently filed by the Registrant with the Commission 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 be reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 8. Exhibits
5.1 Legality Opinion of Holme Roberts & Owen LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1 Power of Attorney. See the signature pages hereof.
2
<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 Golden, Colorado, on the 26th day of May, 1999.
ADOLPH COORS COMPANY
By: /s/ William K. Coors
William K. Coors
Chief Executive Officer and President
3
<PAGE>
Signatures
Power of Attorney
We, the undersigned officers and directors of Adolph Coors Company hereby
severally constitute and appoint, Patricia J. Smith, Timothy V. Wolf, and M.
Caroline Turner, and each of them singly, our true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this Registration Statement and any abbreviated Registration Statement in
connection with this Registration Statement, including but not limited to any
Registration Statement filed to register additional Common Stock which may be
acquired pursuant to the Adolph Coors Company Coors Stock Unit Plan; and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; and to sign all
documents in connection with the qualification and sale of the Common Stock with
Blue Sky authorities and with the New York Stock Exchange; 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.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has
been signed by the following persons in the capacities and on the dates
indicated:
NAME TITLE DATE
/s/ William K. Coors Chairman of the Board, May 26, 1999
William K. Coors President, Director,
Chief Executive Officer
/s/ Joseph Coors Vice Chairman of the Board, May 26, 1999
- ------------------------
Joseph Coors Director
/s/ Peter H. Coors Director May 26, 1999
- ------------------------
Peter H. Coors
/s/ W. Leo Kiely III Director May 26, 1999
- ------------------------
W. Leo Kiely III
/s/ Luis G. Nogales Director May 27, 1999
- ------------------------
Luis G. Nogales
/s/ Pamela H. Patsley Director May 27, 1999
- ------------------------
Pamela H. Patsley
/s/ Wayne R. Sanders Director May 27, 1999
- ------------------------
Wayne R. Sanders
/s/ Albert C. Yates Director May 28, 1999
- ------------------------
Albert C. Yates
/s/ Olivia M. Thompson Vice President, Controller, May 27, 1999
- ------------------------ Assistant Treasurer
Olivia M. Thompson
/s/ Timothy V. Wolf Vice President, May 26, 1999
- ------------------------ Chief Financial Officer
Timothy V. Wolf
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Legality Opinion of Holme Roberts & Owen LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1 Power of Attorney. See the signature pages hereof.
6
Exhibit 5.1
Holme Roberts & Owen LLP
1700 Lincoln Street
Suite 4100
Denver, CO 80203
July 2, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form S-8 Registration Statement for Adolph Coors Company Coors Stock Unit
Plan
Dear Sir or Madam:
Holme Roberts & Owen LLP 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 (the "Act"),
covering an additional 4,000 shares of its Class B Common Stock and an
additional 4,000 Coors Stock Units, which may be acquired through participation
in the Adolph Coors Company Coors Stock Unit Plan (the "Plan") ("this Form
S-8").
As special counsel for the Company, we have examined such documents and reviewed
such questions of law as we have considered necessary or appropriate for the
purpose of this opinion. Based on the foregoing, we are of the opinion that the
shares of Class B Common Stock and the Coors Stock Units, when sold and
delivered by the Company pursuant to the Plan, as described in this Form S-8,
will be legally issued, fully paid, and non-assessable.
We consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an exhibit to this Form S-8. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or under the rules and
regulations of the Commission.
We do not express an opinion on any matters other that those expressly set forth
in this letter.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By: /s/ Thomas A. Richardson
Thomas A. Richardson
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 February 8, 1999, relating to the
consolidated financial statements which appears in Adolph Coors Company's Annual
Report on Form 10-K for the year ended December 27, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Denver, Colorado
July 2, 1999
