-----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, TjPNHkZNyPr2t0l/QgDpHAR5L9l+/CTYG/Z12DqzZ7A+Uz3mWT5xUZNe/wntcrhB 9RSpinQXTpN2lL35jFOB7g== 0001169232-02-001962.txt : 20021004 0001169232-02-001962.hdr.sgml : 20021004 20021003174706 ACCESSION NUMBER: 0001169232-02-001962 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020919 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021004 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: 02781406 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 d02-52110_8k.txt CURRENT REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT ON FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2002 Commission File No. 0-22524 MENDOCINO BREWING COMPANY, INC. (Exact name of small business issuer as specified in its charter) California (State or other jurisdiction of incorporation or organization) 68-0318293 (IRS Employer Identification Number) 13351 South Highway 101 Hopland, California (Address of principal executive offices) 95449 (Zip Code) Registrant's telephone number, including area code: (707) 744-1015 1 Item 5. Other Events Suspension and Delisting Action by the Pacific Exchange On September 19, 2002, the Company received notice from PCX Equities, Inc., a subsidiary of the Pacific Exchange, that trading in the Company's common stock on the Pacific Exchange had been suspended, effective immediately. The suspension will remain until the Company's stock is formally delisted, which requires review and approval by the Securities and Exchange Commission. The underlying reason for the suspension, and the ultimate delisting, is the fact that during the last twelve months the Company's Common Stock has not achieved or maintained a minimum bid price of $1.00 per share, as required by the rules of the Pacific Exchange. As of September 18, 2002, the closing bid price of the Company's common stock on the Pacific Exchange was $0.59 per share. The Board of Directors of the Company, which had previously approved delisting the Company's Common Stock from the Pacific Exchange, does not intend to contest or appeal the suspension, or the delisting procedure. Since May 6, 2002, the Company's Common Stock has been quoted on the Nasdaq Over the Counter Bulletin Board, under the symbol "MENB". Announcement of Interest by United Breweries Holdings Ltd. On September 30, 2002, the shareholders of United Breweries Holdings, Ltd. (formerly Kingfisher Properties & Holdings, Ltd.) ("UBHL"), a corporation based and incorporated in India and publicly-held in that country, approved resolutions authorizing UBHL's Board of Directors to consider a transaction by which UBHL would purchase some or all of the Company's outstanding shares. To date, UBHL has not proposed any specific transaction to the Company, nor has it indicated when (if ever) it may make a specific proposal or commence negotiations with the Company for an actual acquisition of any shares, although representatives of UBHL have indicated that its Board will be considering these issues in the near future. More information about this development may be found in the Press Release which accompanies this Current Report as an Exhibit. Item 7. Exhibits Exhibit No. Description ----------- ----------- 1 Press Release, dated October 3, 2002 2 SIGNATURES Pursuant to the requirements on 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: October 3, 2002 By: /s/ N. MAHADEVAN --------------------------------- N. Mahadevan, Secretary and Chief Financial Officer 3 EX-1 3 d02-52110_ex1.txt EXHIBIT 1 PRESS RELEASE Exhibit 1 PRESS RELEASE MENDOCINO BREWING COMPANY Ukiah, CA October 3, 2002--Mendocino Brewing Company, Inc. (MENB -- Nasdaq Bulletin Board). Mendocino Brewing Company, Inc. (the "Company") reported today that the shareholders of United Breweries Holdings, Ltd. (formerly Kingfisher Properties & Holdings, Ltd.), a publicly-held corporation based and incorporated in India ("UBHL"), have adopted resolutions, at their Annual Meeting of Shareholders held in Bangalore, India on September 30, 2002, to the effect that UBHL's Board of Directors is authorized to consider a transaction by which UBHL would purchase some or all of the Company's outstanding shares. Approximately 78% of the Company's currently outstanding shares are held by two corporations, Inversiones Mirabel, S.A., a Panamanian corporation ("Inversiones"), and United Breweries of America, Inc., a Delaware corporation ("UBA"), in which Dr. Vijay Mallya, the Company's Chairman and Chief Executive Officer is interested. Dr. Mallya is also a Director, and the Chairman of the Board, of UBHL. A transaction by UBHL could take the form of a privately negotiated purchase of some or all of the shares held by Inversiones and/or UBA, a general or limited tender offer for some or all the Company's publicly-held shares, or a combination of two or more of those transactions; it could involve cash payments or the use of securities of UBHL or another corporation as consideration for the shares purchased. To date, UBHL has not proposed any specific transaction, nor has it indicated when (if ever) it may make a specific proposal or commence negotiations with the Company for an actual acquisition of shares, although representatives of UBHL have indicated that its Board will be considering these issues in the near future. In the event that such a proposal is actually made, it will be considered for the Company, as appropriate, by a Special Committee consisting of independent Directors. Mendocino Brewing Company, Inc., a California corporation, was founded in 1983. It was one of the first of the modern brewers, having opened the first ever brewpub in California and the second in the United States since the repeal of Prohibition. The Company has been recognized for its product innovations, and its role in industry associations. The Company operates in two market areas, domestic (the United States) and European (including Austria, Belgium, Denmark, Ireland, Italy, the Netherlands, France, Finland, Germany, Greece, Iceland, Liechtenstein, Luxembourg, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom, as well as in Canada. The Company's domestic operations consist primarily of brewing and marketing popular beer brands including Red Tail Ale, Blue Heron Pale Ale, Black Hawk Stout, Eye of the Hawk Select Ale, Peregrine Golden Ale, and Carmel Wheat, apart from the internationally known specialty beer, Kingfisher Lager, under license. The Company brews its brands for domestic distribution in its own facilities located in Ukiah, California and Saratoga Springs, New York, from where these beers are distributed in 36 states and the District of Columbia. -----END PRIVACY-ENHANCED MESSAGE-----