S-8 1 boss82.txt FORM S-8 As filed with the Securities and Exchange Commission on March 28, 2002. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 THE BOSTON BEER COMPANY, INC. (Exact name of issuer as specified in its charter) Massachusetts 04-3284048 (State of Incorporation) (IRS Employer Identification Number) 75 Arlington Street, Boston, MA 02116 (Address of Principal Executive Offices) (617) 368-5000 (Registrant's telephone number, including area code) THE BOSTON BEER COMPANY, INC. 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the Plan) Frederick H. Grein, Jr., Esquire Hutchins, Wheeler & Dittmar A Professional Corporation 101 Federal Street Boston, Massachusetts 02110 (617) 951-6600 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration registered registered(1) Offering Price Per Share Aggregate Offering Price Fee(2) Class A Common Stock $.01 par value, per share 100,000 $14.675 $1,467,000 $135.01
(1) Also registered hereunder are such additional number of shares of Common Stock, presently indeterminable, as may be necessary to satisfy the antidilution provisions of the Plan to which this Registration Statement relates. (2) Computed in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The registration fee has been calculated with respect to the shares registered on the basis of the average of the high and low price as reported on the New York Stock Exchange ("NYSE"), calculated at $14.675 on March 21, 2002. NOTE This Registration Statement is being filed solely for the purpose of registering 100,000 additional shares of Class A Common Stock of The Boston Beer Company, Inc. issuable pursuant to The Boston Beer Company, Inc. 1996 Stock Option Plan For Non-Employee Directors (the "Plan") originally adopted in 1996. The total number of shares issuable under the Plan is 200,000 as of December 14, 2001, of which 100,000 shares were previously registered on Form S-8 (Reg. No. 333-12221). Pursuant to Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (Registration No. 333-12221) are herein incorporated by reference. ITEM 8. EXHIBITS Number Description 4.1 Second Amendment to the 1996 Stock Option Plan For Non-Employee Directors. 5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation. 23.1 Consent of Hutchins, Wheeler & Dittmar, a Professional Corporation (including in Exhibit 5.1). 23.2 Consent of Arthur Andersen, LLP. 24.1 Powers of Attorney (See Page II-2).
II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts on March 27, 2002. THE BOSTON BEER COMPANY, INC. By /s/Martin F. Roper Martin F. Roper, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Martin Roper and C. James Koch and each of them acting without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or in his name, place and stead, in any and all capacities to sign any and all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/Martin F. Roper President, Chief Executive Officer and March 27, 2002 Martin F. Roper Director (principal executive officer) /s/Richard P. Lindsay Chief Financial Officer (principal March 27, 2002 Richard P. Lindsay financial and accounting officer) /s/Richard P. Lindsay Chairman of the Board of Directors March 27, 2002 C. James Koch /s/Pearson C. Cummin, III Director March 12, 2002 Pearson C. Cummin, III /s/James C. Kautz Director March 27, 2002 James C. Kautz /s/Robert N. Hiatt Director March 12, 2002 Robert N. Hiatt /s/John B. Wing Director March 12, 2002 John B. Wing
HWDHWD2 957291v2 INDEX TO EXHIBITS Exhibit Number 4.1 Second Amendment to the 1996 Stock Option Plan For Non-Employee Directors. 5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation. 23.1 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen, LLP. 24.1 Powers of Attorney (See page II-2).