1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A /X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1996 or / / Transition report pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 for the transition period from ________________ to _______________. COMMISSION FILE NUMBER: 0-26834 PETE'S BREWING COMPANY (Exact name of registrant as specified in its charter) CALIFORNIA 77-0110743 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 514 HIGH STREET, PALO ALTO, CALIFORNIA 94301 (Address of principal executive office) (zip code) Registrant's telephone number, including area code: (415) 328-7383 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of each exchange Title of each class on which registered ------------------- --------------------- None None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, no par value Preferred Share Purchase Rights (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on February 28, 1997 as reported on the Nasdaq National Market, was approximately $30,500,000. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 28, 1997, registrant had outstanding 10,715,769 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE The Registrant has incorporated by reference into Part III of this Form 10-K portions of its Proxy Statement for the Annual Meeting of Shareholders to be held May 12, 1997. Portions of the Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 1996 are incorporated by reference into Parts II and IV of this Form 10-K. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K/A Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. PETE'S BREWING COMPANY By: /s/ JEFFREY ATKINS Jeffrey Atkins Senior Vice President, Chief Financial Officer and Acting Chief Operating Officer Date: April 24, 1997 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THIS FORM 10-K/A AMENDMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED: SIGNATURE TITLE DATE - ------------------------- ---------------------------------- -------------- JEFFREY ATKINS Senior Vice President, April 24, 1997 - ------------------------- Chief Financial Officer and Jeffrey Atkins Acting Chief Operating Officer MARK BRONDER* Director April 24, 1997 - ------------------------- Mark Bronder AUDREY MACLEAN* Director April 24, 1997 - ------------------------- Audrey MacLean KEVIN O'ROURKE* Director April 24, 1997 - ------------------------- Kevin O'Rourke PETE SLOSBERG* Director April 24, 1997 - ------------------------- Pete Slosberg CHRISTOPHER SORTWELL* Director April 24, 1997 - ------------------------- Christopher Sortwell PHILIP MARINEAU* Director April 24, 1997 - ------------------------- Philip Marineau *By /s/ Jeffrey Atkins - ------------------------- Jeffrey Atkins (Attorney-in-fact)