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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PETE'S BREWING COMPANY
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(Exact name of Registrant as specified in its charter)
California 77-0110743
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(State of incorporation or organization) (IRS Employer Identification No.)
514 High Street
Palo Alto, California 94301
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A(c), please check Instruction A(d), please check
the following box. [ ] the following box. [ ]
Securities Act registration statement
file number to which this form relates:
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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Item 1. Description of Securities to be Registered.
On November 27, 1996, Pete's Brewing Company (the "Company")
filed a Registration Statement on Form 8-A with the Securities and Exchange
Commission (the "Commission") in order to register preferred share purchase
rights issuable in accordance with the terms of the Preferred Shares Rights
Agreement (the "Prior Rights Agreement") dated as of November 25, 1996, between
the Company and American Stock Transfer and Trust Company.
As of May 22, 1998, the Company and Norwest Bank Minnesota, N.A.,
successor to American Stock Transfer and Trust Company as Rights Agent (as
defined in the Prior Rights Agreement) under the Prior Rights Agreement, entered
into the First Amendment to the Prior Rights Agreement (the "Amendment"), which
amends the Prior Rights Agreement as originally executed (the Prior Rights
Agreement as amended by the Amendment, the "Amended Rights Agreement"). The
Amended Rights Agreement is substantially the same as the Prior Rights Agreement
as originally executed, with the exception that the Amended Rights Agreement
expressly provides that:
(i) the Amended Rights Agreement is inapplicable to the merger
(the "Merger") contemplated by the Agreement and Plan of Merger dated as
of May 22, 1998 (as it may be amended or supplemented from time to time,
the "Merger Agreement") among PBC Holdings, Inc. ("PBC Holdings"), PBC
Acquisition Corp. ("PBC Acquisition"), The Gambrinus Company and the
Company and is inapplicable to the Merger Agreement;
(ii) none of PBC Holdings, PBC Acquisition or any of their
respective affiliates is an Acquiring Person (as defined in the Prior
Rights Agreement) pursuant to the Amended Rights Agreement solely by
virtue of the execution of the Merger Agreement and the consummation of
the Merger;
(iii) a Distribution Date or a Shares Acquisition Date (as such
terms are defined in the Prior Rights Agreement) does not occur by
reason of the Merger, the execution of the Merger Agreement or the
consummation of the Merger; and
(iv) the Final Expiration Date (as defined in the Prior Rights
Agreement) shall occur immediately prior to the Effective Time (as
defined in the Merger Agreement).
In all other respects, the disclosure concerning the Rights and
the Rights Agreement as set forth in the Registration Statement as originally
filed is unchanged.
The summary of the Amended Rights Agreement contained herein or
in the Registration Statement as originally filed is qualified in its entirety
by reference to the Amended Rights Agreement.
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Item 2. Exhibits.
1. First Amendment to Preferred Shares Rights Agreement,
dated as of May 22, 1998, between Pete's Brewing Company
and Norwest Bank Minnesota, N.A. (1)
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(1) Exhibit filed herewith.
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SIGNATURE
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, thereto duly authorized.
Pete's Brewing Company
Date: June 5, 1998
By: /s/ Jeffrey A. Atkins
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Jeffrey A. Atkins
Chief Executive Officer and
Chief Financial Officer
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INDEX TO EXHIBITS
Number Description
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1 First Amendment to Preferred Shares Rights Agreement,
dated as of April May 22, 1998, between Pete's Brewing
Company and Norwest Bank Minnesota, N.A.