-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NcAqOE9s/bq2dt9/vLthfeQlIq+33lZEjcRQasKja4wYo0jB9shYXCs4agU0R1Wj cuPGNEzJju7aHaPlXC0aNQ== 0001086130-01-500032.txt : 20010426 0001086130-01-500032.hdr.sgml : 20010426 ACCESSION NUMBER: 0001086130-01-500032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010425 EFFECTIVENESS DATE: 20010425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COORS ADOLPH CO CENTRAL INDEX KEY: 0000024545 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 840178360 STATE OF INCORPORATION: CO FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59516 FILM NUMBER: 1610745 BUSINESS ADDRESS: STREET 1: P.O. BOX 4030, MAIL #NH375 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032773271 S-8 1 forms-8.txt 1990 EQUITY INCENTIVE PLAN As filed with the Securities and Exchange Commission on April 25, 2001 Registration No. 333-________ ------------------------------------------- OMB APPROVAL ------------------------------------------- OMB Number: 3235-0066 Expires: May 31, 2001 Estimated average burden hours per response....46 ------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADOLPH COORS COMPANY (Exact name of registrant as specified in its charter) Colorado 84-0178360 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 311 10TH STREET P.O. BOX 4030 GOLDEN, COLORADO 80401-0030 (303) 279-6565 (Zip Code) (Address of principal executive offices) ADOLPH COORS COMPANY 1990 EQUITY INCENTIVE PLAN (Full title of plan) --WITH A COPY TO-- PETER H. COORS THOMAS A. RICHARDSON, ESQ. ADOLPH COORS COMPANY HOLME ROBERTS & OWEN LLP 311 10TH STREET 1700 LINCOLN STREET P.O. BOX 4030 SUITE 4100 GOLDEN, COLORADO 80401-0030 DENVER, COLORADO 80203 (303) 279-6565 (303) 861-7000 (Name and address of agent for service) (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM OFFERING PRICE PER AGGREGATE OFFERING TITLE OF SECURITIES TO SHARE PRICE(1) AMOUNT OF BE REGISTERED AMOUNT TO BE REGISTRATION FEE REGISTERED - ---------------------------------------------------------------------------------------------------------------------- Class B Common Stock 2,033,114 shares $59.45 $120,868,627 $30,218 - ----------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(c) and (h) as of April 19 2001. Form S-8 Pursuant to General Instruction E This Form S-8 is filed with the Securities and Exchange Commission (the "Commission") pursuant to General Instruction E to Form S-8. The Form S-8 filed with the Commission on May 24, 1990, by Adolph Coors Company (the "Registrant"), File Number 33-35035, and the Form S-8 filed with the Commission on June 1, 2000, File Number 333-38378 are hereby incorporated by reference into this Form S-8. All capitalized terms not defined herein shall have the same meaning as set forth in the May 24, 1990 Form S-8. The Registrant hereby registers an additional 2,033,114 shares of the Company's Class B Common Stock. Item 3. Incorporation of Documents by Reference The following documents filed by Adolph Coors Company with the Commission are hereby incorporated by reference into this Registration Statement: (a) The Registrant's annual report on Form 10-K for the year ended December 31, 2000, filed with the Commission on April 2, 2001; (b) The description of Class B Common Stock of the Registrant contained in the Registration Statement on Form 8-A filed with the Commission on February 10, 1999 (File No. 001-14829). All documents subsequently filed by the Registrant with the Commission 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 be reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 8. Exhibits 5.1 Legality Opinion of Holme Roberts & Owen LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1 24.1 Power of Attorney is included in the signature pages. 2 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 Golden, Colorado, on the 24th day of April, 2001. ADOLPH COORS COMPANY By: /s/ Peter H. Coors Name: Peter H. Coors Title: President We, the undersigned officers and directors of Adolph Coors Company hereby severally constitute and appoint Peter H. Coors and W. Leo Kiely III, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all pre-effective and post-effective amendments to this Registration Statement and any abbreviated Registration Statement in connection with this Registration Statement, including but not limited to any Registration Statement filed to register additional Class B Common Stock which may be acquired pursuant to the Adolph Coors Company 1990 Equity Incentive Plan; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and to sign all documents in connection with the qualification and sale of the Class B Common Stock with Blue Sky authorities and with the New York Stock Exchange; granting unto said attorneys-in-fact full power and authority to perform any other act on behalf of the undersigned required to be done in the premises, hereby ratifying and confirming all that said attorneys-in-fact lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has been signed by the following persons in the capacities and on the dates indicated: NAME TITLE DATE /s/William K. Coors Chairman of the Board April 24, 2001 - ------------------------ William K. Coors /s/ Peter H. Coors President April 24, 2001 - ----------------------- Peter H. Coors (Principal Executive Officer) /s/ Timothy V. Wolf Vice President and Chief April 24, 2001 - ----------------------- Financial Officer Timothy V. Wolf (Principal Financial Officer) /s/ Olivia M. Thompson Controller and Principal April 24, 2001 - ----------------------- Accounting Officer Olivia M. Thompson /s/ W. Leo Kiely III Director April 24, 2001 - ------------------------ W. Leo Kiely III /s/ Luis G. Nogales Director April 24, 2001 - ----------------------- Luis G. Nogales /s/ Pamela H. Patsley Director April 24, 2001 - ----------------------- Pamela H. Patsley /s/ Wayne R. Sanders Director April 24, 2001 - ------------------------ Wayne R. Sanders /s/ Albert C. Yates Director April 24, 2001 - ------------------------ Albert C. Yates 3 EXHIBIT INDEX Exhibit Number Description 5.1 Legality Opinion of Holme Roberts & Owen LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1 24.1 Power of Attorney is included in the signature pages. 4 EX-5 2 opinion.txt OPINION OF HOLME ROBERTS & OWEN LLP April 24, 2001 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Form S-8 Registration Statement Dear Sir or Madam: Holme Roberts & Owen LLP has acted as counsel to Adolph Coors Company (the "Company") in connection with the preparation and filing of its registration statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"), covering an additional 2,033,114 shares of its Class B Common Stock which may be acquired through participation in the Adolph Coors Company Equity Incentive Plan (the "Plan") ("this Form S-8"). As counsel for the Company, we have examined such documents and reviewed such questions of law as we have considered necessary or appropriate for the purpose of this opinion. Based on the foregoing, we are of the opinion that the shares of Class B Common Stock, when sold and delivered by the Company pursuant to the Plan, as described in this Form S-8, will be legally issued, fully paid, and non-assessable. We consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an exhibit to this Form S-8. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Commission. We do not express an opinion on any matters other that those expressly set forth in this letter. Very truly yours, By: /s/ Thomas A. Richardson Thomas A. Richardson EX-23 3 consent.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP [Letterhead of PricewaterhouseCoopers LLP] CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 7, 2001 relating to the financial statements and financial statement schedule of Adolph Coors Company which appears in Adolph Coors Company's Annual Report on Form 10-K for the year ended December 31, 2000. PricewaterhouseCoopers LLP /s/PricewaterhouseCoopers LLP Denver, Colorado April 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----