SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MICHIGAN BREWERY, INC.
(Exact Name of Registrant as Specified in its Charter)
MICHIGAN 38-3196031
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1999 WALDEN DRIVE
GAYLORD, MICHIGAN 49735
(Address of prinicipal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Units, each consisting of one share of Common Stock, $.01 par value, and one
Class A Warrant to purchase one share of Common Stock.
(Title of Class)
Common Stock, $.01 par value per share, issuable upon exercise of the Class A
Warrants.
(Title of Class)
ITEM I. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the Units and the Common Stock, $.01 par
value, of the Registrant. A description of the Registrant's Securities is
contained in the Prospectus under the caption "Description of Securities", which
is a part of the Registrant's Registration Statement on Form SB-2 (Registration
Statement No. 333-3548), filed with the Securities and Exchange Commission (the
"Commission") on April 15, 1996 and the Exhibits thereto, as amended, all of
which are incorporated herein by reference. Such description will also be
included in the form of Prospectus subsequently filed by the Registrant pursuant
to Rule 424(b), which Prospectus shall, upon filing, be deemed to be
incorporated by reference herein.
ITEM II. EXHIBITS
I. The following exhibits have heretofore been filed with the Commission
and are incorporated herein by reference.
A. Restated Articles of Incorporation, Exhibit 3.1 to
Registrant's Registration Statement on Form SB-2 filed April
15, 1996 (File No. 333-3548), 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.
B. Amended and Restated Bylaws, Exhibit 3.2 to Registrant's
Registration Statement on Form SB-2 filed April 15, 1996 (File
No. 333-3548), 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.
C. Specimen Form of the Company's Common Stock Certificate,
Exhibit 4.1 to Registrant's Registration Statement on Form
SB-2 filed April 15, 1996 (File No. 333-3548), 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.
D. Form of Warrant Agreement (including Form of Redeemable Class
A Warrant), Exhibit 4.2 to Registrant's Registration Statement
on Form SB-2 filed April 15, 1996 (File No. 333-3548), 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.
II. The following exhibits have heretofore been filed with The Nasdaq Stock
Market, Inc.:
A. Registration Statement on Form SB-2 (File No. 333-3548) filed
with the Commission on April 15, 1996.
B. Amendment No. 1 to the Registration Statement on Form SB-2
(File No. 333-3548) filed with the Commission on May 24, 1996.
C. Amendment No. 2 to the Registration Statement on Form SB-2
(File No. 333-3548) filed with the Commission on June 12,
1996.
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.
Dated: June 7, 1996 MICHIGAN BREWERY, INC.
/s/ William F. Rolinski
William F. Rolinski
President, Chief Executive
Officer and Director
