As filed with the Securities and Exchange Commission on June 8, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
The Chalone Wine Group, Ltd.
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(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
94-1696731
(I.R.S. Employer Identification No.)
621 Airpark Road
Napa, California 94558
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(Address of Principal Executive Offices) (Zip Code)
1997 Stock Option Plan
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(Full Title of the Plan)
Thomas B. Selfridge, Chief Executive Officer
The Chalone Wine Group, Ltd.
621 Airpark Road
Napa, CA 94558
(707) 254-4200
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(Name, address and telephone number of agent for service)
Copy to:
Daniel E. Cohn, Esq.
James E. Grand, Esq.
Farella Braun & Martel LLP
235 Montgomery Street, 30th Floor
San Francisco, CA 94104-3159
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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------------- ---------------------- ----------------------- -------------------------- -------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) (2) price (2) fee
- ---------------------------- ---------------------- ----------------------- -------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $9.50 $9,500,000 $2,641
no par value
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<FN>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall be deemed to cover such additional shares of common
stock as may become issuable pursuant to the anti-dilution provisions of the
1997 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee. The
common stock being registered relates to options to be granted in the future,
with option prices to be determined at the time of grant. The aggregate offering
price has been computed pursuant to Rule 457(h) promulgated under the Securities
Act of 1933, as amended, on the basis of the average of the high and low sale
prices of the common stock as reported on the Nasdaq National Market on June 4,
1999, a date within five business days prior to the date of filing of this
Registration Statement.
</FN>
</TABLE>
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This Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act of 1933, as amended.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The information called for in Part I of Form S-8 is not being prepared with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
We will send or give the documents containing the information required by this
item to persons who are eligible to participate in the plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended.
Item 2. Registration Information and Employee Plan Annual Information
We will send or give the documents containing the information incorporated by
reference pursuant to Item 3 of Part II of this registration statement to
persons who are eligible to participate in the plan pursuant to Rule 428(b),
without charge, upon written or oral request. These documents are incorporated
by reference in the Section 10(a) prospectus. We also will send or give the
documents required by Rule 428(b), without charge, upon written or oral request,
to persons who are eligible to participate in the plan. Requests for any of the
documents referred to in this item should be mailed to: Investor Relations
Department, The Chalone Wine Group, Ltd., 421 Airpark Road, Napa, CA 94558; or
you may call us at 707-254-4200.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and later information that we file
with the Commission will automatically update and supersede this information. We
are incorporating by reference the documents listed below and any future filings
made with the Commission under Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act until a post-effective amendment to this registration statement is
filed indicating that all of the securities registered by it have been issued or
which deregisters the securities which remain unissued:
(a) Our Annual Report on Form 10-K for the fiscal year ended March
31, 1998.
(b) Our Quarterly Reports on Form 10-Q for the quarters ended June
30, 1998, September 30, 1998 and December 31, 1998.
(c) Our Current Report on Form 8-K, dated May 8, 1998.
(d) The description of our common stock contained in our
Registration Statement on Form 8-A, filed with the Commission
on April 18, 1995.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers
Article FIFTH of our Articles of Incorporation, as amended, provides
for the indemnification of our officers and directors to the fullest extent
permissible under California law. Section 5.8 of our Bylaws requires us to
indemnify, and, in certain instances, advance expenses to, our agents, with
respect to certain costs, expenses, judgments, fines, settlements and other
amounts incurred in connection with any proceeding, to the fullest extent
permitted by applicable law. Persons covered by this indemnification provision
include our current and former directors, officers, employees and other agents,
as well as persons who serve at our request as directors, officers, employees or
agents of another enterprise.
Section 317(b) of the General Corporations Law of the State of
California provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any proceeding, other than an
action by or in the right of the corporation to procure a judgment in its favor,
by reason of the fact that such the person is or was a director, officer,
employee or other agent of the corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with the proceeding if the agent acted in good faith and in a manner the agent
reasonably believed to be in the best interests of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful.
Section 317(c) of the California Corporations law provides that a
corporation shall have power to indemnify any agent who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was an agent, against expenses actually and
reasonably incurred by the agent in connection with the defense or settlement of
the action if the agent acted in good faith and in a manner the agent believed
to be in the best interest of the corporation and its shareholders.
Section 317(c) further provides that no indemnification may be made for
any of the following: (i) in respect of any claim, issue or matter as to which
the agent shall have been adjudged to be liable to the corporation, unless and
only to the extent that the court in which such proceeding is or was pending
shall determine that the agent is fairly and reasonably entitled to
indemnification for expenses, (ii) of amounts paid in settling or otherwise
disposing of a pending action without court approval and (iii) of expenses
incurred in defending a pending action which is settled or otherwise disposed of
without court approval. Section 317(d) of the Corporations law requires that an
agent be indemnified against expenses actually and reasonably incurred to the
extent the agent has been successful on the merits in the defense of proceedings
referred to in subdivisions (b) or (c) of Section 317.
Except as provided in Section 317(d), and pursuant to Section 317(e),
indemnification under Section 317 shall be made by the corporation only if
specifically authorized and upon a determination that indemnification is proper
under the circumstances because the agent has met the applicable standard of
conduct set forth in Section 317(b) or (c), by any of the following: (i) a
majority vote of a quorum consisting of directors who are not parties to the
proceeding, (ii) if such a quorum of directors is not obtainable, by independent
legal counsel in a written opinion, (iii) approval of the shareholders, provided
that any shares owned by the agent may not be counted in this vote, or (iv) the
court in which such proceeding is or was pending. Pursuant to Section 317(f) of
the Corporations law, the corporation may advance expenses incurred in defending
any proceeding upon receipt of an undertaking by the agent to repay the amount
if it is ultimately determined that the agent is not entitled to be indemnified.
Section 317(h) provides, with certain exceptions, that no
indemnification shall be made under Section 317 where it appears that it would
be inconsistent with a provision of the corporation's articles, bylaws, a
shareholder resolution or an agreement which prohibits or otherwise limits
indemnification, or where it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 317(i) authorizes a corporation to purchase and maintain
insurance on behalf of an agent for liabilities arising by reason of the agent's
status, whether or not the corporation would have the power to indemnify the
agent against liability under the provisions of Section 317. Section 5.8 of our
Bylaws authorizes us to purchase and maintain insurance on behalf of any person
indemnified us. We currently maintain a directors and officers liability policy
in the amount of $5,000,000.
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<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Please see the Exhibit Index filed as part of this registration
statement.
Item 9. Undertakings.
(a) The undersigned company 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, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high 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 a 20 percent
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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each 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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Securities Act need
not be furnished, provided, that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant to
this paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is a least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to financial
statements on Form F-3, a post-effective amendment need not be filed to include
financial statements and other information required by Section 10(a)(3) of the
Act of Rule 3-19 of this chapter if such financial statements and information
are contained in periodic reports filed with or furnished to the
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<PAGE>
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in Form F-3.
(b) The undersigned company hereby undertakes that, for 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) 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the company 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 the
Securities Act and will be governed by the final adjudication of such issue.
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<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 the City of Napa, State of California on the 8th day of
June, 1999.
The Chalone Wine Group, Ltd.
By: /s/ Thomas B. Selfridge
-----------------------------
Thomas B. Selfridge
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make,
constitute and appoint Thomas B. Selfridge and Francois Muse and each of them,
acting together or alone, his true and lawful attorneys-in-fact and agents with
full power of substitution, in his name, place and stead to execute on his
behalf, in his capacity as a Director and/or officer of the registrant, a
registration statement on Form S-8 or other appropriate form and any and all
amendments thereto (including post-effective amendments), registering shares of
the common stock of the registrant, to be filed with the Commission pursuant to
the Securities Act, and any and all instruments which said attorneys-in-fact and
agents deem necessary or advisable to enable the registrant to comply with the
Securities Act and the rules, regulations and requirements of the Commission in
respect thereof, giving and granting to said attorneys-in-fact and agents, and
each of them, acting together or alone, full power and authority to do and
perform each and every act and thing whatsoever necessary or appropriate to be
done in and about the premises as fully to all intents as he might or would do
if personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that his said attorneys-in-fact
or substitutes may or shall lawfully do or cause to be done by virtue hereof.
<TABLE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ W.Philip Woodward Chairman of the Board of Directors June 2, 1999
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W. Philip Woodward
/s/ Thomas B. Selfridge President, Chief Executive Officer and June 2, 1999
- --------------------------------- Director (Principal Executive Officer)
Thomas B. Selfridge
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<PAGE>
/s/ Francois Muse Chief Financial Officer and Treasurer June 2, 1999
- --------------------------------- (Principal Financial and Principal
Francois Muse Accounting Officer)
Director
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Christina Banks
/s/ C. Richard Kramlich Director June 2, 1999
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C. Richard Kramlich
/s/ James H. Niven Director June 2, 1999
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James H. Niven
/s/ Eric de Rothschild Director June 2, 1999
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Eric de Rothschild
/s/ Christophe Salin Director June 2, 1999
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Christophe Salin
/s/ Yves-Andre Istel Director June 2, 1999
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Yves-Andre Istel
Director
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Mark A. Hojel
Director
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Phillip M. Plant
/s/ William G. Myers Director June 2, 1999
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William G. Myers
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
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3.1 Restated Articles of Incorporation, as amended through June 3, 1985. (i)
3.2 Amendment to Restated Articles, filed June 6, 1988. (ii)
3.3 Amendment to Restated Articles, filed May 17, 1991. (iii)
3.4 Amendment to Restated Articles, filed July 14, 1993. (iv)
3.5 Bylaws, as amended through December 1992. (i)
3.6 1993 Bylaw amendments. (iv)
5.1 Opinion of Farella Braun & Martel LLP
23.1 Consent of Deloitte & Touche LLP, independent accountants
23.2 Consent of Farella Braun & Martel LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in the Signature Page contained in Part II of
the Registration Statement).
99.1 The Chalone Wine Group, Ltd. 1997 Stock Option Plan
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(i) Filed as Exhibit Nos. 3.1 and 3.2, respectively, to the Company's
Registration Statement on Form S-1 (File No. 33-8666), and incorporated
herein by reference.
(ii) Filed as Exhibit No. 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1988, dated March 11, 1989, and
incorporated herein by reference.
(iii) Filed as Exhibit No. 3.3 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1991, dated March 25, 1992, and
incorporated herein by reference.
(iv) Filed as Exhibit Nos. 3.4 and 3.6, respectively, to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993, dated
March 26, 1994, and incorporated herein by reference.
EXHIBIT 5.1
FARELLA BRAUN & MARTEL LLP
ATTORNEYS AT LAW
RUSS BUILDING, 30TH FLOOR
235 MONTGOMERY STREET
SAN FRANCISCO, CA 94104
TELEPHONE: (415) 954-4400
FACSIMILE: (415) 954-4480
WINE COUNTRY OFFICE
TELEPHONE: (707) 967-4000
DIRECT: (415) 954-4419
June 8, 1999
The Chalone Wine Group, Ltd.
621 Airpark Road
Napa, CA 94558
Re: Registration Statement on Form S-8 - 1997 Stock Option Plan
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by The Chalone Wine Group, Ltd. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of 1,000,000 shares of
the Company's Common Stock (the "Shares"), issuable under the Company's 1997
Stock Option Plan (the "Plan"). In connection with this opinion, we have
examined the Registration Statement, your Articles of Incorporation, as amended,
and Bylaws, as amended, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof. On the basis of the foregoing, and in reliance thereon,
we are of the opinion that the Shares, when sold and issued in accordance with
the Registration Statement and the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Farella Braun & Martel LLP
Farella Braun & Martel LLP
10
EXHIBIT 23.1
Deloitte &
Touche
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Deloitte & Touche LLP Telephone: (415) 247-4000
50 Fremont Street Facsimile: (415) 247-4329
San Francisco, California 94105-2230
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of The Chalone Wine Group, Ltd. on Form S-8 of our report dated May
18, 1998, appearing in the Annual Report on Form 10-K of The Chalone Wine Group,
Ltd. for the year ended March 31, 1998.
June 8, 1999
DELOITTE & TOUCHE LLP
San Francisco, California
11
