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 25, 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 8.01. OTHER EVENTS
(a) DATE, TIME, AND PLACE OF THE 2004 ANNUAL MEETING OF SHAREHOLDERS
The Company's 2004 Annual Meeting of Shareholders will be held
on January 14, 2005, at 2:00 P.M., local time, at its brewery facilities located
at 1601 Airport Road, Ukiah, California. The Record Date for the Annual Meeting
is December 3, 2004.
(b) NOMINEES FOR ELECTION TO THE BOARD
As a result of the resignations described in the following
paragraph, the Board has elected, in accordance with the Company's Bylaws, to
reduce the number of Directors of the Company from eight to seven. The Board of
Directors has nominated the following individuals for election as Directors of
the Company at the 2004 Annual Meeting: Scott R. Heldfond, H. Michael Laybourne,
Dr. Vijay Mallya, Jerome G. Merchant, Sury Rao Palamand, Kent D. Price, and
Yashpal Singh. All of the nominees except Mr. Heldfond are currently serving as
Directors of the Company; if elected Mr. Heldfond would join the Board for the
first time in 2005. Mr. Heldfond's background and experience are described in
the Board's Proxy Statement for the 2004 Annual Meeting, which has been filed
separately.
(c) DIRECTOR RESIGNATIONS
During November 2004, two of the Company's Directors -- R.H.B.
(Bobby) Neame and David Townshend -- resigned from the Board of Directors of
both the Company and its English subsidiary UBSN, Ltd. In their communications
with the Company, neither Mr. Neame not Mr. Townshend indicated that his
resignation was the result of any disagreement on any matter relating to the
Company's operations, policies, or practices.
(d) SETTLEMENT AGREEMENT
In a Current Report dated November 1, 2004, the Company reported
that it had entered into a Settlement Agreement and Release 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 the course of the Action, cross-complaints were filed against the
Company by two distribution companies that were contracted by the Company to
service between them the territory formerly handled by GGDC (the "Subsequent
Distributors"). The Settlement Agreement entered into with GGDC released 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; it did not,
however, release, or even cover, the cross-claims asserted against the Company
by the Subsequent Distributors.
2
The Company has now entered into a new Settlement Agreement and
Release, effective as of December 9, 2004, with the Subsequent Distributors (the
"Distributors' Settlement Agreement"), under the terms of which the cross-claims
asserted against the Company by the Subsequent Distributors have now also been
released. Under the terms of the Distributors' Settlement Agreement, the Company
agreed to pay the Subsequent Distributors a total of $34,250 in settlement of
all claims. A portion of the settlement amount, amounting to $19,486, has
already been deducted from invoices otherwise payable to the Company. The
remaining $14,764 will be deducted in three installments of $3,000 each and a
final installment of $2,764 from future invoices commencing on December 31, 2004
and continuing until April 29, 2005, at which time the entire settlement amount
is scheduled to have been paid in full.
ITEM 7. EXHIBITS
Exhibit No. Description
----------- -----------
10.70 Settlement Agreement and Release of Claims
3
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: December 13, 2004 By: /s/ N. Mahadevan
------------------------------
N. Mahadevan, Secretary and
Chief Financial Officer
4