Item 2.02 Results of Operations and Financial Condition.
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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" 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 registrant; 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
Comparable measures, including those presenting the impact of the Company's equity method investment in Canopy Growth Corporation ("Canopy"), are provided because management uses this information in monitoring and evaluating the results and underlying business trends of the core operations of the Company, its investment in Canopy, and/or in internal goal setting. In addition, the Company believes this information provides investors valuable insight on underlying business trends and results in order to evaluate year-over-year financial performance.
Item 7.01 Regulation FD Disclosure.
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References to Constellation's website and/or other social media sites or platforms in the news releases do not incorporate by reference the information on such websites, social media sites, or platforms into this Current Report on Form 8-K, and Constellation disclaims any such incorporation by reference. The information in the news releases attached as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 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. 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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The word "expect," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements may relate to future plans and objectives of management and Constellation's Board of Directors, as well as information concerning expected actions of third parties. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.
The forward-looking statements are based on management's current expectations and should not be construed in any manner as a guarantee that such results will in fact occur. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and Constellation does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Statements in this Current Report on Form 8-K regarding Constellation and the
Reclassification that are forward-looking, including projections as to the
anticipated benefits of the proposed transaction, the impact of the proposed
transaction on Constellation's business and future financial and operating
results and capital structure following the closing of the proposed
Reclassification and the closing date for the proposed transaction, are based on
management's estimates, assumptions and projections, and are subject to
significant uncertainties and other factors, many of which are beyond
Constellation's control. These factors include, among other things, (1) failure
to receive the requisite approvals of Constellation's shareholders necessary to
achieve the Reclassification; (2) any other delays with respect to, or the
failure to complete, the Reclassification; (3) the ultimate outcome of any
litigation matter related to the Reclassification; (4) the ability to recognize
the anticipated benefits of the Reclassification; (5) Constellation's ability to
execute successfully its strategic plans; and (6) the effect of the announcement
or the consummation of the proposed Reclassification on the market price of the
capital stock of Constellation. The foregoing review of important factors should
not be construed as exhaustive and should be read in conjunction with the other
cautionary statements that are included elsewhere. Additional information
concerning risks that could cause actual future performance or events to differ
from current expectations can be found in Constellation's filings with the
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IMPORTANT ADDITIONAL INFORMATION
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or
approval nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Constellation intends to file with the
PARTICIPANTS IN THE SOLICITATION
The directors and executive officers of Constellation and other persons may be
considered participants in the solicitation of proxies from stockholders in
connection with the proposed Reclassification transaction. Information regarding
Constellation's directors and executive officers is available in Constellation's
most recent proxy statement, dated
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