<PAGE> 1
As filed with the Securities and Exchange Commission on January 8, 1999.
REGISTRATION NO. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE ROBERT MONDAVI CORPORATION
(Exact name of issuer as specified in its charter)
CALIFORNIA 94-2765451
(State of incorporation) (IRS Employer Identification)
7801 St. Helena Highway
Oakville, California 94562
(Address of principal executive offices)
AMENDED AND RESTATED 1993 EQUITY INCENTIVE PLAN
1993 EMPLOYEE STOCK PURCHASE PLAN
1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
Michael K. Beyer
Senior Vice President and General Counsel
THE ROBERT MONDAVI CORPORATION
7801 St. Helena Highway
Oakville, California 94562
(Name and address of agent for service)
(707) 251-4562
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE * OFFERING PRICE* FEE
- -------------------------------- ---------- -------------- --------------- -------------
<S> <C> <C> <C> <C>
COMMON STOCK ISSUABLE UNDER:
Amended and Restated
1993 Equity Incentive Plan 750,000 $ 40.50 $30,375,000 $ 8,444.25
------- ------- ----------- ----------
TOTAL 750,000 $ 40.50 $30,375,000 $ 8,444.25
</TABLE>
* Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
purpose of calculating the registration fee on the basis of the closing
sale price of the common stock on the NASDAQ National Market System on
January 4, 1999.
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THE ROBERT MONDAVI CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
(a) The Company's prior Registration Statement on Form S-8,
Commission File No. 33-61516, including the exhibits thereto;
(b) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, filed pursuant to Section 13(a) of the 1934
Act;
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated April 23, 1993
pursuant to Section 12(g) of the 1934 Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and 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 part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Michael K. Beyer, the Company's General Counsel and Senior Vice
President, has opined as to the validity of the securities registered hereby.
Mr. Beyer has been granted options to purchase a total of 102,500 shares of
Class A Common Stock at exercise prices ranging from $7.875 to $51.125 per share
pursuant to the Amended and Restated 1993 Equity Incentive Plan.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted provisions in its Restated Articles of
Incorporation which eliminate the personal liability of its directors to the
Company and its shareholders for monetary damages, and authorize the Company to
indemnify its directors, officers and other agents, by bylaws, agreements or
otherwise, to the full extent permitted by California law.
The Company's Bylaws provide that the Company shall indemnify its
directors, and may indemnify its officers, employees and other agents, to the
full extent permitted by California law. Pursuant to the Company's Bylaws, the
Company has entered into indemnification agreements with each of its directors
and certain of its executive officers. The indemnification agreements may
require the Company, among other things, to indemnify such directors and
officers against certain liabilities that may arise by reason of their status or
service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature), and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified. The
Company maintains directors' and officers' insurance against certain
liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Counsel as to legality of securities being
registered
23.1 Consent of Independent Accountants
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 6)
</TABLE>
ITEM 9. UNDERTAKINGS.
A. 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 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.
(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.
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B. The undersigned registrant 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 (the "Securities Act") 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 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 hereunder, 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 of 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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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 this 30th, day of
December, 1998.
THE ROBERT MONDAVI CORPORATION
By: /s/ GREGORY M. EVANS
--------------------------------
Gregory M. Evans,
Executive Vice President & Chief
Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael K. Beyer and Gregory M. Evans,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or cause to be
done by virtue hereof.
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>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT G. MONDAVI Chairman of the Board December 30, 1998
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Robert G. Mondavi
/S/ R. MICHAEL MONDAVI President & Chief Executive Officer December 30, 1998
- ------------------------------------ (Principal Executive Officer)
R. Michael Mondavi
/S/ TIMOTHY J. MONDAVI Managing Director & Winegrower December 30, 1998
- ------------------------------------
Timothy J. Mondavi
/S/ GREGORY M. EVANS Executive Vice President & Chief December 30, 1998
- ------------------------------------ Operating Officer
Gregory M. Evans
/S/ STEPHEN A McCARTHY Senior Vice President & Chief December 30, 1998
- ------------------------------------ Financial Officer
Stephen A. McCarthy (Principal Financial & Accounting Officer)
/S/ MARCIA MONDAVI BORGER Director December 30, 1998
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Marcia Mondavi Borger
/S/ FRANK E. FARELLA Director December 30, 1998
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Frank E. Farella
/S/ PHILIP GREER Director December 30, 1998
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Philip Greer
/S/ BARTLETT R. RHOADES Director December 30, 1998
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Bartlett R. Rhoades
/S/ JAMES L. BARKSDALE December 30, 1998
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James L. Barksdale
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 6)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
January 4, 1999
The Robert Mondavi Corporation
841 Latour Court
Napa, CA 94558
RE: REGISTRATION STATEMENT ON FORM S-8
REGISTRATION OF 750,000 SHARES OF CLASS A COMMON STOCK
Ladies and Gentlemen:
In my capacity as General Counsel of The Robert Mondavi Corporation, a
California corporation (the "Company"), I have represented the Company in
connection with the registration with the Securities and Exchange Commission on
Form S-8 (the "Registration Statement") of 750,000 shares of Class A Common
Stock, without par value ("Common Stock"), to be sold by the Company pursuant to
its Amended and Restated 1993 Equity Incentive Plan.
Based upon such investigation as I deemed necessary for purposes of this
opinion, I am of the opinion that the shares of Common Stock have been duly and
validly authorized by the Company, and that the shares of Common Stock, when
sold as contemplated in the Registration Statement, will be legally issued,
fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ MIKE BEYER
------------------------
Mike Beyer
Senior Vice President
General Counsel
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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 July 24, 1998, which appears on page
47 of the 1998 Annual Report to Shareholders of The Robert Mondavi Corporation,
which is incorporated by reference in The Robert Mondavi Corporation's Annual
Report on Form 10-K for the yer ended June 30, 1998. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 13 of such Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS
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PricewaterhouseCoopers LLP
San Francisco, California
December 18, 1998
