As Filed With the Securities and Exchange Commission
on July 28, 2005
Registration No. 333-117630
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
BROWN-FORMAN CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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61-0143150 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
850 Dixie Highway
Louisville, Kentucky 40210
(Address of Principal Executive Offices)
BROWN-FORMAN CORPORATION
2004 OMNIBUS COMPENSATION PLAN
(Full title of the plan)
Michael B. Crutcher
Vice Chairman,
General Counsel and Secretary
Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210
(502) 585-1100
(Name, Address, and Telephone Number of Registrants agent for service)
Copy to:
Leigh Walton
Todd J. Rolapp
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238-0002
TABLE OF CONTENTS
Deregistration of Securities
Effective immediately upon the filing of this Post-Effective Amendment No. 1 (this
Amendment) to Form S-8 Registration Statement (Registration No. 333-117630), Brown-Forman
Corporation (the Company) hereby deregisters 9,932,713 shares of Class B Common Stock previously
registered for sale under the Brown-Forman Corporation 2004 Omnibus Compensation Plan (the Plan).
Concurrently with the filing of this Amendment, the Company is filing a Form S-8 Registration
Statement to register 9,932,713 shares of the Companys Common Stock for issuance under the Plan.
I-1
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 Louisville, State of Kentucky, on this 28th
day of July, 2005.
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BROWN-FORMAN CORPORATION
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By: |
/s/ Owsley Brown II
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Owsley Brown II, Chairman and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated below.
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Signature |
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Title |
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Date |
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/s/ Owsley Brown II
*Owsley Brown II |
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Chairman and Chief
Executive Officer
(Principal Executive
Officer) Director
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July 28, 2005 |
/s/ Phoebe A. Wood
*Phoebe A. Wood |
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Executive Vice
President and Chief
Financial Officer
(Principal Financial Officer)
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July 28, 2005 |
/s/ William M. Street
*William M. Street |
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Director
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July 28, 2005 |
/s/ Jane C. Morreau
*Jane C. Morreau |
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Vice President and
Controller (Principal
Accounting Officer)
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July 28, 2005 |
/s/ Ina Brown Bond
*Ina Brown Bond |
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Director
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July 28, 2005 |
/s/ Barry D. Bramley
*Barry D. Bramley |
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Director
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July 28, 2005 |
/s/ Geo. Garvin Brown III
*Geo. Garvin Brown III |
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Director
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July 28, 2005 |
/s/ Donald G. Calder
*Donald G. Calder |
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Director
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July 28, 2005 |
/s/ Owsley Brown Frazier
*Owsley Brown Frazier |
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Director
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July 28, 2005 |
/s/ Richard P. Mayer
*Richard P. Mayer |
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Director
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July 28, 2005 |
/s/ Stephen E. ONeil
*Stephen E. ONeil |
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Director
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July 28, 2005 |