As filed with the Securities and Exchange Commission on June 13, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MICHIGAN BREWERY, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 5813 38-3196031
(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
1999 WALDEN DRIVE
GAYLORD, MICHIGAN 49735
(517) 731-0401
(Address, including zip code, and telephone number of registrant's principal
executive offices and principal place of business)
WILLIAM F. ROLINSKI, PRESIDENT
MICHIGAN BREWERY, INC.
1999 WALDEN DRIVE
GAYLORD, MICHIGAN 49735
(517) 731-0401
(Name, address, including zip code, and telephone
number of agent for service)
COPIES TO:
Joseph T. Kinning, Esq. Jeffrey C. Robbins, Esq.
Briggs and Morgan, Parsinen Bowman
Professional Association Kaplan & Levy P.A.
2400 IDS Center 100 South Fifth Street, Suite 1100
Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402
(612) 334-8514 (612) 333-2111
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x]
Registration No. 333-3548
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE (2)
--------------------------- ------------------ --------------------
<S> <C> <C>
Units, each consisting of one share of Common Stock,
$.01 par value, and one Class A Warrant to purchase
one share of Common Stock $14,087,500 $ 4,858
Common Stock, $.01 par value per share $22,540,000 $ 7,773
Common Stock, $.01 par value per share $ 375,000 $ 130
Total $37,002,500 $12,761
</TABLE>
(1) Includes securities previously registered under Registration No.
333-3548. Registration fee of $12,648 previously paid in conjunction
therewith.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form SB-2 filed by Michigan
Brewery, Inc. with the Securities and Exchange Commission (the "Commission")
(File No. 333-3548) pursuant to the Securities Act of 1933 as amended by
Amendment No. 1 thereto filed with the Commission on May 24, 1996 and by
Amendment No. 2 thereto filed with the Commission on June 12, 1996, is
incorporated by reference into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Gaylord, State of
Michigan on the 13th day of June, 1996.
MICHIGAN BREWERY, INC.
By: /S/ WILLIAM F. ROLINSKI
William F. Rolinski
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ WILLIAM F. ROLINSKI President, Chief Executive Officer and June 13, 1996
William F. Rolinski Director
/S/ ANTHONY P. DOMBROWSKI Chief Financial Officer (Principal Financial June 13, 1996
Anthony P. Dombrowski Officer and Accounting Officer)
* Director
Casimer I. Zaremba
* Director
Blair A. Murphy
* Director
Henry T. Siwecki
* /S/ WILLIAM F. ROLINSKI
William F. Rolinski,
As Attorney-in-Fact
Dated: June 13, 1996
</TABLE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
5.1 Opinion of Briggs and Morgan, Professional Association
23.1 Consent of Briggs and Morgan, Professional Association
(included in Exhibit 5.1)
23.2 Consent of Arthur Andersen, LLP
EXHIBIT 5.1
June 13, 1996
(612)334-8514
Michigan Brewery, Inc.
1999 Walden Drive
Gaylord, Michigan 49735
Gentlemen:
We have served as counsel for Michigan Brewery, Inc., a Michigan corporation
(the "Company"), in connection with the Registration Statement on Form SB-2,
Registration No. 333-3548 (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), and the additional Registration Statement on Form SB-2 (the
"Abbreviated Registration Statement") filed pursuant to Rule 462(b) under the
Act.
We hereby reaffirm the opinion filed as an exhibit to the Registration
Statement. We further consent to the use of this opinion in connection with the
Abbreviated Registration Statement and to the incorporation by reference of the
use of our name in the Registration Statement and in the Prospectus included
therein under the heading "Legal Matters."
Very truly yours,
BRIGGS AND MORGAN, P.A.
/s/ JOSEPH T. KINNING
Joseph T. Kinning
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent accountants, we hereby consent to the incorporation by reference
in this registration statement of our report dated February 9, 1996 included in
the Company's registration statement on Form SB-2 (file no. 333-3548) and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSON LLP
ARTHUR ANDERSON LLP
Minneapolis, Minnesota,
June 13, 1996
