AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 2003
Registration No. 33-51072
Registration No. 333-30610
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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ADOLPH COORS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 84-0178360
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
311 TENTH STREET, GOLDEN, COLORADO 80401
(Address of Principal Executive Offices) (Zip code)
COORS SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
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ROBERT M. REESE
CHIEF LEGAL OFFICER
ADOLPH COORS COMPANY
311 10TH STREET
P.O. BOX 4030
GOLDEN, COLORADO 80401-0030
(303) 279-6565
(Name and Address of Agent For Services)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum
Of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered Per Unit Price Fee
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See below (1) N/A N/A N/A N/A
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(1) No additional securities are to be registered, and registration fees were paid upon filing of the
original Registration Statements on Form S-8 (Registration Nos. 33-51072 and 333-30610). Therefore, no
further registration fee is required.
EXPLANATORY NOTE
This Post-Effective Amendment is being filed pursuant to Rule 414(d) of
the Securities Act of 1933, as amended (the "Securities Act"), and constitutes
Amendment No. 1 to the following registration statements previously filed by
Adolph Coors Company ("Coors Colorado"), a Colorado corporation and the
predecessor of the registrant, relating to the Coors Savings and Investment
Plan: (i) the registration statement on Form S-8 filed on August 21, 1992,
Registration No. 33-51072, and (ii) the registration statement on Form S-8 filed
on February 17, 2000, Registration No. 333-30610 (collectively, the
"Registration Statements").
On October 3, 2003, the shareholders of Coors Colorado approved the
reincorporation of Coors Colorado from the State of Colorado to the State of
Delaware by way of merger (the "Reincorporation Merger") of Coors Colorado with
and into its wholly owned Delaware subsidiary, Adolph Coors Company, with the
Delaware subsidiary being the surviving corporation. The Reincorporation Merger
became effective at 4:00 p.m. EDST on October 3, 2003 (the "Effective Time").
For all periods subsequent to the Effective Time, the term "Company" shall mean
the surviving Delaware corporation, Adolph Coors Company.
Pursuant to Rule 414(d) under the Securities Act, the Company hereby
expressly adopts as its own, for all purposes of the Securities Act and the
Securities Exchange Act of 1934, as amended, the Registration Statements.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Coors Colorado, the predecessor of the
registrant, are incorporated herein by reference and made a part hereof:
(a)(1) Annual Report on Form 10-K for the fiscal year ended December
29, 2002, filed on March 27, 2003.
(a)(2) The annual report of the Coors Savings and Investment Plan on
Form 11-K for the period ended December 31, 2002, filed on July 1,
2003 (File No. 0-8251).
(b)(1) Quarterly Reports on Form 10-Q for the quarters ended March 30,
2003 and June 29, 2003, filed on May 13, 2003 and August 13, 2003,
respectively.
(b)(2) Current Reports on Form 8-K filed on December 31, 2002, April
29, 2003, July 24, 2003 and October 6, 2003.
(c) The description of the Class B Common Stock contained in a
registration statement on Form 8-A, filed on February 10, 1999 (File
No. 001-14829).
All documents subsequently filed by the registrant 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 by reference in this registration statement and to
be part hereof from the date of filing of such documents unless all or a portion
of such documents are deemed not to be filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded,
for purposes of this registration statement, to the extent that a statement
contained herein or in any subsequently filed document that also is or is deemed
to be incorporated by reference herein, modifies or supercedes such statement.
Any statement modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Incorporated by reference. See Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMINIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation authorizes the Company to
indemnify its directors and officers against liabilities and expenses (including
attorneys' fees) incurred in their corporate capacities to the fullest extent
permitted by Delaware law and in accordance with the Company's Bylaws. Section
145 of the Delaware General Corporation Law (the "DGCL") sets forth the
conditions and limitations governing the indemnification of directors, officers
and other persons. Generally, with respect to non-derivate actions, Section 145
of the DGCL allows a corporation to indemnify a director or an officer of a
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually or reasonable incurred by the director or
officer in connection with an action, suit or proceeding if the director or
officer acted in good faith and in a manner the director or officer reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the director's or officer's conduct was unlawful. With respect to
derivative actions, Section 145 of the DGCL allows the corporation to indemnify
directors and officers on a basis similar to that set forth above, except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such director or officer shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person was fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem proper.
Moreover, the DGCL provides for mandatory indemnification of directors and
officers of a corporation to the extent that such person has been successful on
the merits or otherwise in defense of any such action, suit or proceeding.
Notwithstanding the foregoing, the Company's Bylaws provide that the Company
shall be required to indemnify a director or officer in connection with a
proceeding (or part thereof) commenced by such director or officer only if the
commencement of such proceeding (or part thereof) by such person was authorized
in the specific case by the Company's board of directors.
Section 102(b)(7) of the DGCL permits corporations to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL regarding liability of directors for
unlawful payment of dividends or unlawful stock purchase or redemption, or (iv)
for any transaction from which the director derived an improper personal
benefit. Accordingly, Article IX of the Company's Certificate of Incorporation
provides that a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that such exemption from liability or limitation
thereof is not permitted under the DGCL as currently in effect or as the same
may subsequently be amended. If the DGCL is subsequently amended to eliminate
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or limit further the liability provided by the preceding sentence, the liability
of each director shall be eliminated or limited to the fullest extent permitted
by the DGCL as so amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as part of this
registration statement.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of August 14, 2003,
between Adolph Coors Company, a Colorado corporation, and Adolph
Coors Company, a Delaware corporation.*
3.1 Certificate of Incorporation of Adolph Coors Company, a Delaware
corporation.**
3.2 Bylaws of Adolph Coors Company, a Delaware corporation.***
5.1 Opinion of Sullivan & Cromwell LLP.****
23.1 Consent of PricewaterhouseCoopers LLP.****
23.2 Consent of Clifton Gunderson LLP.****
23.3 Consent of Sullivan & Cromwell LLP (included in Exhibit
5.1).****
* Filed as Annex A to the Definitive Proxy Statement on Schedule 14A filed on
August 29, 2003 (File No. 001-14829) and incorporated herein by reference.
** Filed as Annex B to the Definitive Proxy Statement on Schedule 14A filed on
August 29, 2003 (File No. 001-14829) and incorporated herein by reference.
*** Filed as Annex C to the Definitive Proxy Statement on Schedule 14A filed on
August 29, 2003 (File No. 001-14829) and incorporated herein by reference.
**** Filed herewith.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
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(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 registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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
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, 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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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
Post-Effective Amendment No. 1 to the Registration Statements to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Golden,
State of Colorado, on October 9, 2003.
ADOLPH COORS COMPANY
By: /s/ W. Leo Kiely III
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W. Leo Kiely III
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.1 to the Registration Statements has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ W. Leo Kiely III Chief Executive Officer and Director 10/9/03
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W. Leo Kiely III
/s/ Timothy V. Wolf Vice President and Chief Financial 10/9/03
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Timothy V. Wolf
/s/ Ronald A. Tryggestad Vice President and Controller 10/9/03
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Ronald A. Tryggestad
/s/ Peter H. Coors Director 10/9/03
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Peter H. Coors
/s/ Charles M. Herington Director 10/9/03
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Charles M. Herington
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SIGNATURES TITLE DATE
/s/ Franklin W. Hobbs Director 10/9/03
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Franklin W. Hobbs
/s/ Pamela H. Patsley Director 10/9/03
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Pamela H. Patsley
/s/ Wayne R. Sanders Director 10/9/03
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Wayne R. Sanders
/s/ Albert C. Yates Director 10/9/03
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Albert C. Yates
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of August 14, 2003,
between Adolph Coors Company, a Colorado corporation, and Adolph
Coors Company, a Delaware corporation.*
3.1 Certificate of Incorporation of Adolph Coors Company, a Delaware
corporation.**
3.2 Bylaws of Adolph Coors Company, a Delaware corporation.***
5.1 Opinion of Sullivan & Cromwell LLP.****
23.1 Consent of PricewaterhouseCoopers LLP.****
23.2 Consent of Clifton Gunderson LLP.****
23.3 Consent of Sullivan & Cromwell LLP (included in Exhibit
5.1).****
* Filed as Annex A to the Definitive Proxy Statement on Schedule 14A filed on
August 29, 2003 (File No. 001-14829) and incorporated herein by reference.
** Filed as Annex B to the Definitive Proxy Statement on Schedule 14A filed on
August 29, 2003 (File No. 001-14829) and incorporated herein by reference.
*** Filed as Annex C to the Definitive Proxy Statement on Schedule 14A filed on
August 29, 2003 (File No. 001-14829) and incorporated herein by reference.
**** Filed herewith.
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