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): November 1, 2004
Commission File No. 0-22524
MENDOCINO BREWING COMPANY, INC.
(Exact name of issuer as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
68-0318293
(IRS Employer Identification Number)
1601 Airport Road
Ukiah, California
(Address of principal executive offices)
95482
(Zip Code)
Registrant's telephone number, including area code: (707) 463 6610
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective on or about November 1, 2004, Mendocino Brewing Company, Inc.
(the "Company") entered into a Settlement Agreement and Release (the
"Agreement") with respect to a civil action (the "Action") brought against the
Company and others by House of Daniels, Inc., dba Golden Gate Distributing
Company ("GGDC"), arising out of the Company's termination, during 2003, of a
written distribution agreement with GGDC. In addition to the Company, GGDC had
also sued United Breweries of America, Inc. ("UBA"), one of the Company's
principal shareholders; Dr. Vijay Mallya, who is the Chairman of the Board of
the Company and of UBA; Mark Anderson, the Company's West Coast Sales Manager;
and two distribution companies that were contracted by the Company to service
between them the territory formerly handled by GGDC (the "Subsequent
Distributors").
In the course of the Action, a cross-complaint was filed against GGDC by
the Company, and cross-complaints were filed against the Company by the
Subsequent Distributors. The Agreement releases the claims asserted in, arising
out of, or related to the Action by GGDC against the Company and the other
defendants, and by the Company against GGDC. The Agreement does not release, or
even cover, the cross-claims asserted against the Company by the Subsequent
Distributors, however.
Under the terms of the Agreement, the Company will pay GGDC a total of
$900,000 in settlement of all claims (the "Settlement Amount"). Payment is to be
made in three installments: $400,000 by January 31, 2005; $300,000 by June 30,
2005; and the remaining $200,000 by December 31, 2005. No other payments are
called for by any party to the Action. UBA has guaranteed the payment, in full,
of each of the installment payments included in the Settlement Amount.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
Pursuant to the Agreement described in Item 1.01, above, effective on or
about November 1, 2004, the Company became obligated to GGDC on a direct
unsecured financial obligation in the amount of $900,000, payable in three
installments as described above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
10.69 Settlement Agreement and Release
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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: November 3, 2004 By: /s/ N. Mahadevan
---------------------------------
N. Mahadevan, Secretary and
Chief Financial Officer
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