form8k-120110.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) November 24, 2010



    CONSTELLATION BRANDS, INC.­   
(Exact name of registrant as specified in its charter)



    Delaware   
  
    001-08495   
  
    16-0716709   
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)



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         
(Former name or former address, if changed since last report)




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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 
Item 7.01.
Regulation FD Disclosure.

The calculation period under Constellation Brands, Inc.’s (“Constellation’s”) previously announced accelerated stock buyback transaction was completed on November 24, 2010 and, on November 30, 2010, Constellation received the remaining number of shares which it was entitled to receive under that transaction.  On December 1, 2010, Constellation issued a news release announcing the completion of such transaction.  A copy of such release 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.
Financial Statements and Exhibits.

(a)
Financial statements of businesses acquired.
   
 
Not applicable.
   
(b)
Pro forma financial information.
   
 
Not applicable.
   
(c)
Shell company transactions.
   
 
Not applicable.
   
(d)
Exhibits.
   
 
The following exhibit is furnished as part of this Current Report on Form 8-K:

 
Exhibit No.
Description
 
99.1
News Release of Constellation Brands, Inc. dated December 1, 2010.


 
 
 

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:  December 1, 2010
  
CONSTELLATION BRANDS, INC.
   
 
By:        /s/ Robert Ryder                                                     
   
Robert Ryder
   
Executive Vice President and
Chief Financial Officer



 
 
 

INDEX TO EXHIBITS

Exhibit No.
Description

(1)
UNDERWRITING AGREEMENT
   
 
Not Applicable.
   
(2)
PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
   
 
Not Applicable.
   
(3)
ARTICLES OF INCORPORATION AND BYLAWS
   
 
Not Applicable.
   
(4)
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
   
 
Not Applicable.
   
(7)
CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
   
 
Not Applicable.
   
(14)
CODE OF ETHICS
   
 
Not Applicable.
   
(16)
LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
   
 
Not Applicable.
   
(17)
CORRESPONDENCE ON DEPARTURE OF DIRECTOR
   
 
Not Applicable.
   
(20)
OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
   
 
Not Applicable.
   
(23)
CONSENTS OF EXPERTS AND COUNSEL
   
 
Not Applicable.
   
(24)
POWER OF ATTORNEY
   
 
Not Applicable.
 
 
 
 
 
   
(99)
ADDITIONAL EXHIBITS
   
(99.1)
News Release of Constellation Brands, Inc. dated December 1, 2010.
   
(100)
XBRL-RELATED DOCUMENTS
   
 
Not Applicable.
   
(101)
INTERACTIVE DATA FILE
   
 
Not Applicable.