As filed with the Securities and Exchange Commission on February 17, 2000
Registration No. 333-_______
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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)
Coors Savings and Investment Plan
(Full title of plan)
--WITH A COPY TO--
PETER H. COORS 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)
<PAGE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
Class B
Common Stock 2,000,000 shares $48.28 $96,560,000.00 $25,491.84
(2)
- -------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average of the high and low sales prices
reported on the New York Stock Exchange on February 10, 2000. (2) In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount to interests to be offered or sold
pursuant to the Coors Savings and Investment Plan.
2
<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 August 21, 1992, by Adolph Coors Company (the
"Registrant" or the "Company"), File Number 33-51072, 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 August 21, 1992 Form S-8.
The Registrant hereby registers an additional 2,000,000 shares of the Company's
Class B Common Stock.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company and filed by the Coors Savings and
Investment Plan 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 reports on Form 10-Q, filed with the Commission
on May 12, 1999 (File Number 001-14829), August 11, 1999 (File Number
001-14829), and November 10, 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); and
(d) The latest annual report on Form 11-K for the year ended December 31, 1998,
of the Coors Savings and Investment Plan, filed with the Commission on June 29,
1999 (File Number 0-8251).
All documents subsequently filed by the Registrant and by the Coors Savings and
Investment Plan 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.
3
<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 15th day of February, 2000.
ADOLPH COORS COMPANY
By: /s/ WILLIAM K. COORS
- ------------------------
William K. Coors
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, the administrators
of the Coors Savings and Investment Plan have caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Golden, Colorado on the 15th day of February, 2000.
COORS SAVINGS AND INVESTMENT PLAN
By: /s/ BARBARA ALBANESI
--------------------------
Name: Barbara Albanesi
Title: Plan Administrator
4
<PAGE>
Signatures
Power of Attorney
We, the undersigned officers and directors of Adolph Coors Company hereby
severally constitute and appoint, Peter H. Coors and W. Leo Kiely III, 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 Class B Common Stock which may be acquired pursuant to the
Coors Savings and Investment 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 Class B 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, February 15, 2000
- -------------------- President, Director,
William K. Coors Chief Executive Officer
/s/ JOSEPH COORS Vice Chairman of the Board, February 15, 2000
- ------------------------ Director
Joseph Coors
/s/ PETER H. COORS Director February 15, 2000
- ------------------------
Peter H. Coors
/s/ W. LEO KIELY III Director February 15, 2000
- ------------------------
W. Leo Kiely III
/s/ LUIS G. NOGALES Director February 15, 2000
- ------------------------
Luis G. Nogales
/s/ PAMELA H. PATSLEY Director February 15, 2000
- ------------------------
Pamela H. Patsley
5
<PAGE>
NAME TITLE DATE
/s/ WAYNE R. SANDERS Director February 15, 2000
- ------------------------
Wayne R. Sanders
/s/ ALBERT C. YATES Director February 15, 2000
- ------------------------
Albert C. Yates
/s/ OLIVIA M. THOMPSON Vice President, Controller, February 15, 2000
- ------------------------ Assistant Treasurer
Olivia M. Thompson
/s/ TIMOTHY V. WOLF Vice President, February 15, 2000
- ------------------------ Chief Financial Officer
Timothy V. Wolf
6
<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.
7
Exhibit 5.1
Holme Roberts & Owen LLP
1700 Lincoln Street
Suite 4100
Denver, CO 80203
February 16, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form S-8 Registration Statement for Coors Savings and Investment 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 2,000,000 shares of its Class B Common Stock which may be
acquired through participation in the Coors Savings and Investment 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, 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
8
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 8, 1999, relating to the
consolidated financial statements, which appears in the Adolph Coors Company's
Annual Report on Form 10-K for the year ended December 27, 1998. We also consent
to the incorporation by reference in the Registration Statement on Form S-8 of
our report dated June 25, 1999 relating to the financial statements, which
appears in the Coors Savings and Investment Plan Annual Report on Form 11-K for
the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
- ----------------------------------------
PricewaterhouseCoopers LLP
Denver, Colorado
February 15, 2000
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