UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Crimson Wine Group, Ltd.
(Exact name of registrant as specified in its charter)
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Delaware | 13-3607383 |
5901 Silverado Trail
Napa, CA 94558
(Address of principal executive offices) (Zip Code)
(800) 486-0503
(Registrant’s telephone number, including area code)
Copies to:
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Erle Martin | Corey Chivers, Esq. |
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
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Title of each class to be so registered |
Common stock, par value $0.01 per share
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer £ | Accelerated filer £ | Non-accelerated filer R | Smaller reporting company £ |
Crimson Wine Group, Ltd. Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference. ITEM 1. BUSINESS The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary” and “Business.” Those sections are incorporated herein by reference. ITEM 1A. RISK FACTORS The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference. ITEM 2. FINANCIAL INFORMATION The information required by this item is contained under the sections of the information statement entitled “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference. ITEM 3. PROPERTIES The information required by this item is contained under the sections of the information statement entitled “Business—Overview” and “Business—Properties.” Those sections are incorporated herein by reference. ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference. ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference. ITEM 6. EXECUTIVE COMPENSATION The information required by this item is contained under the section of the information statement entitled “Executive Compensation.” That section is incorporated herein by reference. ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
ITEM 8. LEGAL PROCEEDINGS The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference. ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information required by this item is contained under the sections of the information statement entitled “Dividend Policy” and “Description of Capital Stock.” Those sections are incorporated herein by reference. ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Sale of Unregistered Securities.” That section is incorporated herein by reference. ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock.” That section is incorporated herein by reference. ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Limitations on Liability, Indemnification of Officers and Directors, and Insurance.” That section is incorporated herein by reference. ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is contained under the sections of the information statement entitled “Index to Consolidated or Combined Financial Statements” (and the financial statements referenced therein). That section is incorporated herein by reference. ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements The information required by this item is contained under the section of the information statement entitled “Index to Consolidated or Combined Financial Statements” (and the financial statements referenced therein). That section is incorporated herein by reference. (b) Exhibits See below. 2
The following documents are filed as exhibits hereto: Exhibit Exhibit Description 2.1 Form of Separation Agreement between Crimson Wine Group, Ltd. and Leucadia National Corporation. 3.1 Certificate of Incorporation.† 3.2 Certificate of Amendment to Certificate of Incorporation, effective November 16, 2007.† 3.3 Form of Amended and Restated Certificate of Incorporation.† 3.4 By-Laws.† 3.5 Form of Amended and Restated Bylaws.† 4.1 Form of Specimen Stock Certificate. 10.1 Employment Agreement between Leucadia Cellars & Estates, LLC and Patrick M. DeLong, dated June 19, 2007.† 10.2 Employment Agreement between Crimson Wine Group, Ltd. and Mike S. Cekay, dated March 26, 2012.† 10.3 Form of Tax Matters Agreement between Crimson Wine Group, Ltd. and Leucadia National Corporation. 10.4 Form of Administrative Services Agreement between Crimson Wine Group, Ltd. and Leucadia National Corporation. 10.5 Form of Crimson Wine Group, Ltd. 2013 Omnibus Incentive Plan. 21.1 List of Subsidiaries of Crimson Wine Group, Ltd.† 99.1 Information Statement of Crimson Wine Group, Ltd., preliminary and subject to completion, dated January 28, 2013.
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3
SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
CRIMSON WINE GROUP, LTD.
By:
/s/ Erle Martin
Name:
Erle Martin
Title:
President and Chief Executive Officer
Date: January 28, 2013.
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EXHIBIT INDEX Exhibit Exhibit Description 2.1 Form of Separation Agreement between Crimson Wine Group, Ltd. and Leucadia National Corporation. 3.1 Certificate of Incorporation.† 3.2 Certificate of Amendment to Certificate of Incorporation, effective November 16, 2007.† 3.3 Form of Amended and Restated Certificate of Incorporation.† 3.4 By-Laws.† 3.5 Form of Amended and Restated Bylaws.† 4.1 Form of Specimen Stock Certificate. 10.1 Employment Agreement between Leucadia Cellars & Estates, LLC and Patrick M. DeLong, dated June 19, 2007.† 10.2 Employment Agreement between Crimson Wine Group, Ltd. and Mike S. Cekay, dated March 26, 2012.† 10.3 Form of Tax Matters Agreement between Crimson Wine Group, Ltd. and Leucadia National Corporation. 10.4 Form of Administrative Services Agreement between Crimson Wine Group, Ltd. and Leucadia National Corporation. 10.5 Form of Crimson Wine Group, Ltd. 2013 Omnibus Incentive Plan. 21.1 List of Subsidiaries of Crimson Wine Group, Ltd.† 99.1 Information Statement of Crimson Wine Group, Ltd., preliminary and subject to completion, dated January 28, 2013.
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5
