-----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, JOf7mNB2KZSLAvj62h+epnMOhq1RDofE70gv06sl7WSvLF/I9zNbpErVOk6y4uQ6 YCdQ1x9c0ZFpxo7McsC9hA== 0000950005-97-000450.txt : 19970425 0000950005-97-000450.hdr.sgml : 19970425 ACCESSION NUMBER: 0000950005-97-000450 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970424 SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENDOCINO BREWING CO INC CENTRAL INDEX KEY: 0000919134 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 680318293 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13636 FILM NUMBER: 97586727 BUSINESS ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 BUSINESS PHONE: 7077441015 MAIL ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 10KSB/A 1 10KSB/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A No. 1 (Mark One) [x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to________________________ Commission file number: 1-13636 Mendocino Brewing Company, Inc. (Name of small business issuer in its charter) California 68-0318293 (State or other jurisdiction of (I.R.S. Employee Identification No.) incorporation or organization) 13351 South Highway 101, Hopland, CA 95449 (Address of principal executive offices) (Zip code) Issuer's telephone number: (707) 744-1015 Securities registered under Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, without par value The Pacific Stock Exchange Securities registered under Section 12(g) of the Act: Not applicable (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No - - Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for its most recent fiscal year: $4,004,700 The aggregate market value of the voting stock held by non-affiliates computed by reference to the last reported sale price of such stock as of April 2, 1997 was $10,416,000. The number of shares the issuer's common stock outstanding as of March 31, 1997 is 2,322,222. (Does not include 300,000 shares issued subject to substantial restrictions as security for a forbearance. Also does not include approximately 16,000 shares, subscriptions for which the Company had received but not accepted as of March 31, 1997.) Transitional Small Business Disclosure Format Yes No X - - Exhibit Number Description of Document - ------- ------------------------------- 10.43 (J) Employment Agreement with Norman H. Franks. 10.44 (J) Employment Agreement with Michael F. Lovett. 10.45 (J) Employment Agreement with John Scahill. 10.46 (A) 1994 Stock Option Plan (previously filed as Exhibit 99.6) 19.1 + Keg Management Agreement with MicroStar Keg Management LLC. 19.2 Form of Change in Terms Agreement with the Savings Bank of Mendocino County 27 Financial Data Schedule - -------------------------------- (A) Incorporated by reference from the Company's Registration Statement dated June 15, 1994, as amended, previously filed with the Commission, Registration No. 33-78390-LA. (B) Incorporated by referenced from the Company's Report on Form 10-KSB for the annual period ended December 31, 1994 previously filed with the Commission. (C) Incorporated by referenced from the Company's Report on Form 10-QSB for the quarter period ended March 31, 1995 previously filed with the Commission. (D) Incorporated by referenced from the Company's Report on Form 10-QSB for the quarter period ended June 30, 1995 previously filed with the Commission. (E) Incorporated by referenced from the Company's Report on Form 10-QSB for the quarter period ended September 30, 1995 previously filed with the Commission. (F) Incorporated by referenced from the Company's Report on Form 10-KSB for the annual period ended December 31, 1995 previously filed with the Commission. (G) Incorporated by referenced from the Company's Report on Form 10-QSB for the quarter period ended June 30, 1996 previously filed with the Commission. (H) Incorporated by referenced from the Company's Report on Form 10-QSB/A No. 1 for the quarter period ended June 30, 1996 previously filed with the Commission. (J) Incorporated by reference from the Company's Registration Statement dated February 6, 1997, as amended, previously filed with the Commission, Registration No. 333-15673. + Portions of this Exhibit have been omitted pursuant to an application for an order declaring confidential treatment filed with the Securities and Exchange Commission. The registrant did not file any Reports on Form 8-K during the last quarter of the period covered by this report. -22- [NOTE: "XXXXXXX" denotes expurgated information] KEG MANAGEMENT AGREEMENT This Keg Management Agreement ("Agreement") dated effective as of February 21, 1997, is between MicroStar Keg Management, L.L.C., a Delaware Limited Liability Company whose address is P. O. Box 3129 Redmond, Washington 98073 ("MicroStar") and Mendocino Brewing Company, Inc., a California corporation, whose address is 13351 South Highway 101, Hopland, California 95449 (referred to herein and in the Exhibits hereto either as "Brewing Company" or "Mendocino"). RECITATIONS AND DEFINITIONS 1. MicroStar is engaged in the logistical management of stainless steel kegs, primarily for the craft beer/micro-brewing industry and has developed proprietary concepts, arrangements and systems for the ownership, licensing of the use of, tracking and retrieval of kegs. 2. Brewing Company is engaged in the business of brewing premium and/or special quality or custom beers and desires to more efficiently service existing markets while simultaneously expanding its business in both existing and potential new market areas. 3. Brewing Company desires to utilize the services of MicroStar in order to avoid the capital outlay and manpower/administrative costs and risks associated with keg ownership, thereby enabling Brewing Company to direct additional resources to its brewing business. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 4. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 5. For purposes of this Agreement the term "kegs" shall mean and refer to beer kegs that are straight-sided with a single opening and an American Sankey-type neck, having a full U.S. half-barrel (15.5 gallon) capacity, with minimum chime (skirt) thickness of 2.00 mm and minimum sidewall (body/shell) thickness of 1.32 mm which have not been used to store or transport wine, and which are capable of being cleaned to Brewing Company's reasonable satisfaction by using the procedures specified in this Agreement. SIGNATURES Pursuant to the requirements of Section 13 of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized. (Registrant) Mendocino Brewing Company, Inc. By: /s/ H. Michael Laybourn ------------------------------- H. Michael Laybourn, Chairman of the Board and Chief Executive Officer Date: April 24, 1997 Pursuant to the requirements of Section 13 of the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Norman H. Franks ------------------------------- Norman H. Franks, Director and Chief Financial Officer Date: April 24, 1997 By: /s/ Michael F. Lovett ------------------------------- Michael F. Lovett, Director Date: April 24, 1997 By: ------------------------------- Eric G. Bradley, Director Date: April _________ , 1997 By: ------------------------------- Daniel R. Moldenhauer, Director Date: April _________ , 1997 -23- EXHIBIT "A-1" TO KEG MANAGEMENT AGREEMENT List of Regional Wholesalers CALIFORNIA A&D Distributing Co. L&M Distributing 231 South Maple 2300 Hoover Ave. So. San Francisco, CA 94080 Modesto, CA 95354 415-583-4953 209-521-2350 San Mateo, Santa Clara counties Stanislaus County Del Reka Dist. Co. Lassen Beverage, Inc. P.O. Box 1327 P.O. Box 430 Eureka, CA 95501 474-340 Commercial Way 707-442-1701 Susanville, CA 96130 Humboldt county 916-257-9103 Lasen, Modoc, Plumas, Sierra Angell Distributing Co. P.O. Box 1530 McCormick Beverage Co. Ukiah, CA 95482 P.O. Box 1346 707-462-1697 Woodland, CA 95776 Lake, Mendocino counties 916-666-3263 El Dorado, Nevada, Placer, Bay Area Distributing Co. Plumas, Butte, Sacramento, Yolo counties 1061 Factory St. Richmond, CA 94804 Morris Distributing 510-232-8554 150 Landing Way Alameda, Contra Costa, Petaluma, CA 94952 Counties 707-769-7294 Solano County El Ray Distributing Co. P.O. Box 750 Olivetto Distributing Napa, CA 94558 30 Forest Products Rd. 707-252-8800 Sutter Creek, CA 95685 Napa county 209-223-4344 Amador, Calaveres, Alpine Counties Elyxir Distributing 270 West Riverside Drive San Joaquin Beverage Co. Watsonville, CA 95076 1401 S. Fresno Ave. 408-761-6400 Stockton, CA 95203 Santa Cruz, Monterey and 209-948-9400 San Benito Counties San Joaquin County Foothill Distributing Co., Inc. Valley Wide Beverage Co. P.O. Box 492800 2907 East Butler Ave. 1530 Beltline Rd. Fresno, CA 93721 Redding, CA 96049-2800 209-237-2183 916-243-3932 Fresno, Madera, Merced, Mariposa Counties Shasta, Tehema, Trinity Counties Wine Warehouse Golden Brands Distributing P.O. Box 91-1234 255 Channel St. Commerce, CA 90091-1234 San Francisco, CA 94107 213-724-1700 415-863-4669 Southern California from San Luis San Francisco Obispo to San Diego Golden Gate Distributing Co. 12 Harbor Dr. Blackpoint Novato, CA 94948 415-892-6949 Marin, Sonoma counties WEST Crown Beverage Admiralty Beverage Co. 1658 Linda Way 6800 North Cutter Circle Sparks, NV 89431 Portland, OR 97217 707-358-2426 503-240-8333 Northern Nevada Oregon Page 1 of 1 -----END PRIVACY-ENHANCED MESSAGE-----