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): June 28, 2001
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
Item 5. Other Events
2001 Annual Meeting of Shareholders
On June 28, 2001, the Company held its 2001 Annual Meeting of Shareholders.
At the Annual Meeting, the Company's shareholders approved the following
actions:
1. Acquisition of United Breweries International (UK) Ltd., a British
corporation ("UBI"), in a related party transaction, from Inversiones
Mirabel, S.A., a Panamanian corporation, in exchange for 5,500,000
shares of the Company's common stock;
2. Amendment to the Company's Bylaws, increasing the range of authorized
directors to between five and nine directors, with the exact number
within that range to be set by the Board;
3. Election of eight directors, to serve on the Board until the next
Annual Meeting of Shareholders, including Dr. Vijay Mallya, H. Michael
Laybourn, R.H.B. (Bobby) Neame, Kent D. Price, Sury Rao Palamand,
Jerome G. Merchant, and Yashpal Singh (each of whom was a current
Board member), and David Townshend;
4. Amendment of the Company's 1994 Stock Option Plan to increase the
number of options which may be granted under that Plan to 1,000,000;
5. Adoption of Amended and Restated Articles of Incorporation for the
Company, including amendments to the Company's existing Articles which
would (a) increase the authorized number of shares of Common Stock
from 20,000,000 to 30,000,000 shares, (b) increase the authorized
number of shares of Preferred Stock from 2,000,000 to 10,000,000
shares, and (c) authorize the Board of Directors to create and issue
one or more series of Preferred Stock which would have voting rights
and/or the right to share in the Company's assets in the event of any
dissolution or liquidation of the Company; and
6. Appointment of Moss Adams, LLP, as independent certified accountants
to audit the Company's financial statements for the fiscal year ending
December 31, 2001
All of the above Proposals were approved by at least a majority of all of
the outstanding shares of the Company's Common Stock, and Proposal No. 5
(amendment of the Articles) was additionally approved by the vote of at least a
majority of the outstanding shares of the Company's Preferred Stock. Following
the Annual Meeting, the Company's Board of Directors voted to authorize
consummation of the Share Purchase Agreement with Inversiones Mirabel, S.A., and
the Company anticipates that the acquisition will be completed in the near
future. A copy of the Share Purchase Agreement, as approved by the shareholders
and Board of Directors, is incorporated by reference herein as Exhibit 2.1.
An appropriate Certificate has been filed on behalf of the Company with the
Office of the California Secretary of State, amending and restating the
Company's Articles of Incorporation as approved by the Company's shareholders. A
copy of the Amended and Restated Articles, as approved by the shareholders, is
incorporated by reference herein as Exhibit 3.1.
Item 7. Exhibits
Exhibit
No. Description
- --- -----------
2.1 Share Purchase Agreement among Inversiones Mirabel, S.A., Mendocino Brewing
Company, Inc., and Golden Eagle Trust, dated November 3, 2000.
3.1 Amended and Restated Articles of Incorporation of Mendocino Brewing
Company, Inc.
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: July 31, 2001 By: /s/ N. Mahadevan
--------------------------------------
N. Mahadevan, Secretary and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered
Page
2.1 Share Purchase Agreement among Inversiones Mirabel, S.A., Mendocino Brewing
Company, Inc., and Golden Eagle Trust, dated November 3, 2000*
3.1 Amended and Restated Articles of Incorporation of Mendocino Brewing
Company, Inc.**
- ----------
* Previously filed as Supplement A to the Company's Proxy Statement, dated as
of May 11, 2001, for its 2001 Annual Meeting of Shareholders, and by this
reference incorporated herein.
** Previously filed as Supplement G to the Company's Proxy Statement, dated as
of May 11, 2001, for its 2001 Annual Meeting of Shareholders, and by this
reference incorporated herein.