-----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, ATek+Ym7HusCyRLA0L8Rj19H7gafn7YaYJmJf8tE1/zt3F7e7n+dp6RnYrw5hBcg LTrm4JXEwkgHUG25eP298g== 0000950005-00-000759.txt : 20001109 0000950005-00-000759.hdr.sgml : 20001109 ACCESSION NUMBER: 0000950005-00-000759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000601 ITEM INFORMATION: FILED AS OF DATE: 20000620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAVENSWOOD WINERY INC CENTRAL INDEX KEY: 0000937015 STANDARD INDUSTRIAL CLASSIFICATION: 2080 IRS NUMBER: 943026706 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-30002 FILM NUMBER: 657321 BUSINESS ADDRESS: STREET 1: 18701 GEHRICKE RD STREET 2: SUITE 308 CITY: SONOMA STATE: CA ZIP: 95476 MAIL ADDRESS: STREET 1: 18701 GEHRICKE RD CITY: SONOMA STATE: CA ZIP: 95476 8-K 1 0001.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 1, 2000 Ravenswood Winery, Inc. ------------------------------------------- (Exact Name of Registrant as Specified in Charter) California 0-30002 94-3026706 - - ----------------------------- ------------------ --------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 18701 Gehricke Road Sonoma, CA 95476 - - ----------------------------- --------------------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code 707-938-1960 -------------------- Item 5. Other Events. As of June 1, 2000, the Voting Trust Agreement dated as of May 27, 1998 was terminated. Under the Voting Trust, decisions were made with respect to voting the Trust's shares by the vote of Trustee Joel Peterson and one of the other three Trustees. At the termination date, the Voting Trust covered a total of 2,074,081 shares of outstanding common stock of the registrant (equal to approximately 26.5% of the shares outstanding on June 1, 2000), including 1,337,670 shares held by Joel Peterson. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Termination of Voting Trust Agreement, dated as of June 1, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 9, 2000 RAVENSWOOD WINERY, INC. By: /s/ Callie S. Konno ------------------------------- Callie S. Konno Chief Financial Officer EX-10.1 2 0002.txt TERMINATION OF VOTING TRUST AGREEMENT TERMINATION OF VOTING TRUST AGREEMENT DATED AS OF MAY 27, 1998 (the "Voting Trust Agreement") This Termination Agreement is made as of June 1, 2000, by and among the current Shareholders and Trustees that are parties to the Voting Trust Agreement that established a Voting Trust relating to shares of common stock of Ravenswood Winery, Inc., a California corporation ("Ravenswood"), as well as additional Shareholders who joined in the Voting Trust Agreement subsequent to its original effective date. RECITALS Currently, under the Voting Trust Agreement, the Shareholders hold a total of 2,074,081 shares of common stock of Ravenswood, constituting all the shares that are subject to the Voting Trust, as follows: Owner Number of Shares Stock Certificate Nos. ----- ---------------- ---------------------- Joel E. Peterson 1,337,670 183 Justin M. Faggioli 91,350 23 W. Reed Foster 283,500 26 W. Reed and Lois Foster 134,681 33 William R. Hambrecht 9,765 37 Callie S. Konno 59,850 46 Julie Morin-Wisner 31,500 53 John D. Nichols 9,765 55 James F. Wisner 116,000 179 The parties hereto have determined that in the present circumstances, including Ravenswood's status as a publicly-held company since April 1999, the Voting Trust is no longer essential or appropriate to their interests or to the success of Ravenswood or the interests of Ravenswood's shareholders and debenture holders, or of Ravenswood's business associates, and that termination of the Voting Trust will eliminate unnecessary administrative burdens for the Trustees, the Shareholders and Ravenswood. EXHIBIT 10.1 Capitalized terms not defined herein shall have the meaning set forth in the Voting Trust Agreement. NOW, THEREFORE, it is agreed: 1. Termination of Voting Trust. The parties hereby terminate the Voting Trust. The parties agree that, except as otherwise provided in this Termination Agreement, the Voting Trust and the Voting Trust Agreement shall be of no further force or effect. It is understood that each owner of shares that are subject to the Voting Trust currently holds the stock certificates for the shares and that such certificates contain a restrictive legend indicating that the shares are subject to the Voting Trust. Each holder shall arrange to deliver their certificates to Ravenswood's transfer agent for re-issuance without the restrictive legend. Notwithstanding the date of delivery of the stock certificates to the transfer agent, or the date of issuance or receipt of new stock certificates, the Voting Trust shall be deemed terminated effective as of the date of this Termination Agreement. It is understood that Ravenswood will inform the transfer agent that the transferred stock certificates need no longer bear any restrictive legend relating to the Voting Trust. 2. Warranty. Each holder of the shares listed in the above Recitals hereby represents and warrants that he/she owns those shares free of any lien, encumbrance or other third party interest, and that no one else is required to sign on their behalf in order to terminate the Voting Trust with respect to their shares. 3. Exoneration and Indemnification of Trustees. Any exoneration and indemnification to which the Trustees may be entitled under Sections 13 and 14 of the Voting Trust Agreement shall survive this termination of the Voting Trust. 4. Further Assurances. The parties agree to execute such further documents and to take such further steps as may be necessary or advisable to effect the purposes of this Termination Agreement. It is understood that Ravenswood, in consultation with legal counsel, will take such steps as may be necessary or advisable to comply with applicable securities laws and other laws relating to Ravenswood in connection with this Termination Agreement. However, Ravenswood does not assume any individual reporting obligations of the parties under Sections 13(g) and 16 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date first written above. TRUSTEES /s/ W. Reed Foster /s/ Joel E. Peterson - - ---------------------------------------- ------------------------------ W. Reed Foster Joel E. Peterson /s/ Justin M. Faggioli /s/ Callie S. Konno - - ---------------------------------------- ------------------------------ Justin M. Faggioli Callie S. Konno /s/ James F. Wisner, Former Trustee - - ---------------------------------------- James F. Wisner, Former Trustee SHAREHOLDERS /s/ Joel E. Peterson /s/ Callie S. Konno - - ---------------------------------------- -------------------------------- Joel E. Peterson Callie S. Konno /s/ Justin M. Faggioli /s/ Julie Morin-Wisner - - ---------------------------------------- -------------------------------- Justin M. Faggioli Julie Morin-Wisner /s/ W. Reed Foster /s/ John D. Nichols - - ---------------------------------------- -------------------------------- W. Reed Foster John D. Nichols /s/ W. Reed and Lois Foster /s/ James F. Wisner - - ---------------------------------------- -------------------------------- W. Reed and Lois Foster James F. Wisner /s/ William R. Hambrecht - - ---------------------------------------- William R. Hambrecht -----END PRIVACY-ENHANCED MESSAGE-----