The Boston Beer Company, Inc. (SAM) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on January 26, 2007
Registration No. 333-
UNITED STATES 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 registrant as specified in its charter)
Massachusetts (State or other jurisdiction of incorporation or organization)	04-3284048 (I.R.S. Employer Identification No.)
One Design Center Place, Suite 850 Boston, Massachusetts 02110 (Address of Principal Executive Offices)
The Boston Beer Company, Inc. Employee Equity Incentive Plan
(Full title of the plan)
Frederick H. Grein, Jr., Esq. Nixon Peabody LLP 100 Summer Street Boston, Massachusetts 02110 (617) 345-1000 (Name and address, including zip code, and telephone number, including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered		Amount to be Registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Class A Common Stock, $.01 par value, per share		500,000 Shares	$35.11 (2)	$17,555,000 (2)	$1,879
(1)	Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of Class A Common Stock which become issuable under the stock option plan to which this registration relates by reason of any anti-dilution provisions, stock split, stock dividend, recapitalization or any other similar transaction or action taken effected without the receipt of consideration which results in an increase in the number of the registrant's outstanding shares of Class A Common Stock.
(2)	Computed in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based on the average high and low price of the registrant's Class A Common Stock as reported on the New York Stock Exchange on January 24, 2007.

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NOTE
As previously reported on a Form 8-K dated December 19, 2006 (filed on December 21, 2006), based on the Compensation Committee's recommendation, the Company's Board of Directors, at its meeting on December 19, 2006, amended the Company's Employee Equity Incentive Plan (the "Plan"), to (a) increase the number of shares of the Company's Class A Common Stock in the Plan by 500,000 shares; (b) change the method of valuation of the fair market value of the Shares from the average of the high and low price of the stock on the previous trading day to the closing price of the stock on the previous trading day; and (c) allow the Board of Directors more discretion as to when and under what terms restricted stock and option grants can be made under the Plan. The amendment has been approved by the sole holder of the Company's Class B Common Stock.
This registration statement is being filed solely for the purpose of registering 500,000 additional shares of Class A Common Stock issuable pursuant to the Plan, which was originally adopted in 1995. 1,000,000 shares issuable under the Plan were previously registered on Form S-8 (Reg. No. 333-85112), 1,000,000 shares issuable under the Plan were previously registered on Form S-8 (Reg. No. 333-68531 ) and 1,687,500 shares issuable under the Plan were previously registered on Form S-8 (Reg. No. 33-01798) (together, the "Prior Registration Statements"). Pursuant to Instruction E to Form S-8, this registration statement incorporates by reference the contents of the Prior Registration Statements, each to the extent not modified by this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
	Exhibit Number	Description
	4.1	Amended and Restated 1995 Employee Equity Incentive Plan
	5.1	Opinion of Nixon Peabody LLP.
	23.1	Consent of Nixon Peabody LLP (included in Exhibit 5.1).
	23.2	Consent of Ernst & Young LLP
	23.3	Consent of Deloitte & Touche LLP
	24.1	Powers of Attorney (included on the signature page hereto).

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 January 26, 2007.
		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, as amended, 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			January 26, 2007
	and Director
Martin F. Roper	(principal executive officer)
S/ WILLIAM F. URICH	Chief Financial Officer and Treasurer			January 26, 2007
	(principal financial and
William F. Urich	accounting officer)
S/ C. JAMES KOCH	Chairman and Director			January 26, 2007
C. James Koch
S/ DAVID A. BURWICK	Director			January 26, 2007
David A. Burwick
S/ PEARSON C. CUMMIN, III	Director			January 26, 2007
Pearson C. Cummin, III
S/ CHARLES J. KOCH	Director			January 26, 2007
Charles J. Koch
S/ JAY MARGOLIS	Director			January 26, 2007
Jay Margolis
S/ JEAN-MICHEL VALETTE	Director			January 26, 2007
Jean-Michel Valette

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INDEX TO EXHIBITS
Exhibit Number	Description	Location
4.1	Amended and Restated 1995 Employee Equity Incentive Plan.	Filed herewith
5.1	Opinion of Nixon Peabody LLP.	Filed herewith
23.1	Consent of Nixon Peabody LLP	Contained in opinion filed as Exhibit 5.1 to this Registration Statement
23.2	Consent of Ernst & Young LLP	Filed herewith
23.3	Consent of Deloitte & Touche LLP	Filed herewith
24.1	Powers of Attorney	Contained on the signature page to this Registration Statement

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