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EX-99.1 - CONSTELLATION BRANDS, INC. | v189495_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) July 1,
2010
CONSTELLATION BRANDS, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-08495
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16-0716709
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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207 High Point Drive,
Building 100, Victor, NY 14564
(Address
of Principal Executive
Offices) (Zip
Code)
Registrant’s
telephone number, including area code (585)
678-7100
Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On July
1, 2010, Constellation Brands, Inc. (the “Company”), a Delaware corporation,
issued a news release (the “release”) announcing its financial condition and
results of operations as of and for the first fiscal quarter ended May 31, 2010.
A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein
by reference. The projections constituting the guidance included in the release
involve risks and uncertainties, the outcome of which cannot be foreseen at this
time and, therefore, actual results may vary materially from these forecasts. In
this regard, see the information included in the release under the caption
“Forward-Looking Statements.”
The
information in the release is “furnished” and not “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject
to the liabilities of that section. Such information may be incorporated by
reference in another filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933 only if and to the extent such subsequent filing
specifically references the information incorporated by reference
herein.
The
release contains non-GAAP financial measures; in the release these are referred
to as “comparable,” “organic” or “constant currency” measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of a
registrant’s historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement of
income, balance sheet or statement of cash flows (or equivalent statements) of
the issuer; or includes amounts, or is subject to adjustments that have the
effect of including amounts, that are excluded from the most directly comparable
measure so calculated and presented. In this regard, GAAP refers to generally
accepted accounting principles in the United States. Pursuant to the
requirements of Regulation G, the Company has provided reconciliations within
the release of the non-GAAP financial measures to the most directly comparable
GAAP financial measures.
Comparable
measures, organic net sales measures and constant currency measures are provided
because management uses this information in monitoring and evaluating the
results and underlying business trends of the continuing operations of the
Company and/or in internal goal setting. In addition, the Company believes this
information provides investors a better insight on underlying business trends
and results in order to evaluate year over year financial performance. As such,
the following items, including any related income tax effect, are excluded from
comparable results, when appropriate: the flow through of inventory step-up
associated with acquisitions; accelerated depreciation in connection with
certain restructuring activities; the write-down of inventory in connection with
certain restructuring activities, the disposal of a business and other items;
other costs incurred in connection with certain restructuring and/or integration
activities; losses and/or gains in connection with the disposal of businesses
and/or assets, including assets held for sale; a loss on the contractual
obligation created by the notification by the 9.9% shareholder of Ruffino S.r.l.
(“Ruffino”) to exercise the option to put its entire equity interest in Ruffino
to the Company for a specified minimum value; impairments of certain intangible
assets; restructuring charges; acquisition-related integration costs; the
impairments of an equity method investment; loss on write-off of financing
costs; and a valuation allowance against deferred tax assets in the United
Kingdom. The Company sold certain value spirits brands on March 24, 2009, and
sold its United Kingdom cider business on January 15, 2010. Accordingly, during
the indicated period, organic net sales measures exclude certain spirits
production service contracts, certain value spirits brands and/or cider, as
appropriate. Constant currency measures exclude the impact of year over year
currency exchange rate fluctuations.
Item
7.01.
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Regulation
FD Disclosure.
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On July
1, 2010, Constellation Brands, Inc. (“Constellation”) issued a news release, a
copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.
References
to Constellation’s website in the release do not incorporate by reference the
information on such website into this Current Report on Form 8-K and
Constellation disclaims any such incorporation by reference. The information in
the news release attached as Exhibit 99.1 is incorporated by reference into this
Item 7.01 in satisfaction of the public disclosure requirements of Regulation
FD. This information is “furnished” and not “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, and is not otherwise subject to the
liabilities of that section. It may be incorporated by reference in another
filing under the Securities Exchange Act of 1934 or the Securities Act of 1933
only if and to the extent such subsequent filing specifically references the
information incorporated by reference herein.
Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
statements of businesses acquired.
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Not
applicable.
(b)
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Pro
forma financial information.
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Not
applicable.
(c)
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Shell
company transactions.
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Not
applicable.
(d)
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Exhibits.
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The
following exhibit is furnished as part of this Current Report on Form
8-K:
Exhibit No.
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Description
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99.1
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News
Release of Constellation Brands, Inc. dated July 1,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: July
1, 2010
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CONSTELLATION
BRANDS, INC.
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By:
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/s/ Robert Ryder
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Robert
Ryder
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Executive
Vice President and
Chief
Financial Officer
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INDEX
TO EXHIBITS
Exhibit No.
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Description
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(1)
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UNDERWRITING
AGREEMENT
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Not
Applicable.
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(2)
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PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
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Not
Applicable.
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(3)
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ARTICLES
OF INCORPORATION AND BYLAWS
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Not
Applicable.
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(4)
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INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
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Not
Applicable.
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(7)
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CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
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Not
Applicable.
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(14)
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CODE
OF ETHICS
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Not
Applicable.
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(16)
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LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
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Not
Applicable.
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(17)
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CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
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Not
Applicable.
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(20)
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OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
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Not
Applicable.
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(23)
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CONSENTS
OF EXPERTS AND COUNSEL
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Not
Applicable.
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(24)
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POWER
OF ATTORNEY
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Not
Applicable.
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(99)
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ADDITIONAL
EXHIBITS
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(99.1)
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News
Release of Constellation Brands, Inc. dated July 1,
2010.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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(101)
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INTERACTIVE
DATA FILE
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Not
Applicable.
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