-----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, PjUx4cXZoyS5OEIeyraMpDmokdWKLMSDTu5FCgKItZB6aGdNfm8ClPyHvr+5oIDx /PB2mCgDNEj9K4zTlnK7Vg== 0001144204-09-004058.txt : 20090129 0001144204-09-004058.hdr.sgml : 20090129 20090129143152 ACCESSION NUMBER: 0001144204-09-004058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090126 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20090129 DATE AS OF CHANGE: 20090129 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13636 FILM NUMBER: 09554115 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 8-K 1 v138209_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):  January 26, 2009
 
MENDOCINO BREWING COMPANY, INC.
(Exact name of issuer as specified in its charter)
 
California
(State or Other Jurisdiction of Incorporation)
 
0-22524
68-0318293
(Commission File No.)
(IRS Employer Identification Number)
   
1601 Airport Road, Ukiah, California
95482
(Address of principal executive offices)
 (Zip Code)
 
(707) 463-6610
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
 
 
 
 
 
 
 
Item 3.02.  Unregistered Sales of Securities.
 
On January 26, 2009, the Board of Directors (the "Board") of Mendocino Brewing Company, Inc. (the "Company") approved the issuance of an aggregate of 283,076 shares of the Company's unregistered common stock to certain of the Company's independent non-employee directors in recognition of services provided to the Board by such directors and as compensation pursuant to the terms of the Company's Directors' Compensation Plan for their attendance at Board and Committee meetings held during 2007 and service to a special committee of the Board during 2008.  The Company believes that the issuance of the aforementioned shares is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, because of the limited numbers of recipients, the significant business experience and financial sophistication of each of the recipients and the intimate knowledge and familiarity with the Company's business possessed by such directors.
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
MENDOCINO BREWING COMPANY, INC.
  
 
(Registrant)
  
       
Date: January 29, 2009
By:
/s/ Yashpal Singh  
    Yashpal Singh  
    President and Chief Executive Officer  
       
 
 
 
 
 
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