As filed with the Securities and Exchange Commission on March 22, 2001 Registration No. 333 - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - -------------------------------------------------------------------------------- Ravenswood Winery, Inc. (Exact Name of Registrant as Specified on Its Charter) California 94-3026706 - ------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 18701 Gehricke Road Sonoma, California 95476 (707) 938-1960 (Address of Principal Executive Offices and Zip Code) ___________ Ravenswood Winery, Inc. 1999 Equity Incentive Plan (Full title of the plan) Justin M. Faggioli Executive Vice President and Secretary Ravenswood Winery, Inc. 18701 Gehricke Road Sonoma, California 95476 (707) 938-1960 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) ___________ Copy to: Maria Pizzoli, Esq. Farella Braun + Martel llp 235 Montgomery Street San Francisco, CA 94104-3159 Calculation of Registration Fee - ------------------------------------------ -------------------- --------------------- -------------------- ------------------ Title of securities to be registered Amount to be Proposed Proposed maximum Amount of Registered(1) maximum offering aggregate offering registration price per share(2) price(2) fee(3) - ------------------------------------------ -------------------- --------------------- -------------------- ------------------ Shares of our common stock (no par value) newly reserved for issuance under our 1999 Equity Incentive Plan 250,000 shares $15.875 $3,968,750 $992.19 - ------------------------------------------ -------------------- --------------------- -------------------- ------------------ - -------- (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover such additional shares of common stock as may become issuable pursuant to the anti-dilution provisions of our 1999 Equity Incentive Plan. (2) Calculated pursuant to Rule 457(h) on the basis of the average of the high and low prices of our common stock reported on the Nasdaq Stock Market on March 14, 2001. (3) This registration statement incorporates by reference the registration statement on Form S-8 (File No. 333-85735), pursuant to which we registered 500,000 shares under our 1999 Equity Incentive Plan, and paid a fee of $1,637. This fee relates only to the additional 250,000 shares being registered hereby, in accordance with Instruction E of Form S-8. 2 This Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register 250,000 additional shares of our common stock under our 1999 Equity Incentive Plan. This increase was approved by our shareholders at our Annual Meeting of Shareholders on November 7, 2000. Pursuant to Instruction E, the contents of our Registration Statement on Form S-8 (File No. 333-85735) are hereby incorporated by reference. Item 8. EXHIBITS 5.1 Opinion of Farella Braun & Martel LLP 23.1 Consent of Odenberg, Ullakko, Muranishi & Company, LLP, Independent Auditors. 23.2 Consent of Farella Braun & Martel LLP (contained in Exhibit 5.1 hereof). 3 SIGNATURES Pursuant to the requirements of the 1933 Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sonoma, State of California, on the 15th day of March, 2001. RAVENSWOOD WINERY, INC. By /s/ W. Reed Foster -------------------------------- W. Reed Foster Chairman of the Board and Chief Executive Officer 4 Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons, in the capacities indicated on the 15th day of March, 2001. Signature Title /s/ W. Reed Foster Chairman of the Board and ----------------------- Chief Executive Officer W. Reed Foster (Principal Executive Officer) /s/ Joel E. Peterson President, Winemaker and Director ----------------------- Joel E. Peterson /s/ Callie S. Konno Chief Financial Officer and Director ----------------------- (Principal Financial and Accounting Officer) Callie S. Konno /s/ Justin M. Faggioli Executive Vice President, Secretary and Director ----------------------- Justin M. Faggioli /s/ James F. Wisner Director ----------------------- James F. Wisner /s/ Robert E. McGill, III Director ------------------------- Robert E. McGill, III /s/ John D. Nichols Director ----------------------- John D. Nichols By: /s/ W. Reed Foster ----------------------- W. Reed Foster, Chairman of the Board, Chief Executive Officer and Attorney-in-Fact 5 Exhibit Index Exhibit No. Description - ----------- ----------- 5.1 Opinion of Farella Braun + Martel LLP 23.1 Consent of Odenberg, Ullakko, Muranishi & Company, LLP, Independent Accountants 23.2 Consent of Farella Braun + Martel LLP (contained in Exhibit 5.1 hereof). 6