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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 30, 1997
BIG BUCK BREWERY & STEAKHOUSE, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 0-20845 38-3196031
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735
(Address of principal executive offices, including area code)
(517) 731-0401
(Registrant's telephone number, including area code)
MICHIGAN BREWERY, INC.
(Former Name)
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ITEM 5. OTHER EVENTS.
(a) The Registrant filed Restated Articles of Incorporation, attached
hereto as Exhibit 3.1, with the Michigan Department of Commerce on
September 30, 1997. The Restated Articles of Incorporation reflect (i)
the change in the name of the Registrant from Michigan Brewery, Inc. to
Big Buck Brewery & Steakhouse, Inc. and (ii) the increase in its
authorized shares from 10,000,000 to 20,000,000. Both of these changes
were approved by the shareholders at the Annual Meeting of Shareholders
held on June 4, 1997.
(b) Reference is made to the Press Release issued to the public by the
Registrant, and attached hereto as Exhibit 99.1, relating to the opening of
a Big Buck Brewery & Steakhouse in Auburn Hills, Michigan on October 1,
1997.
(c) Reference is made to the Press Release issued to the public by the
Registrant, and attached hereto as Exhibit 99.2, relating to the Registrant
changing its name from Michigan Brewery, Inc. to Big Buck Brewery &
Steakhouse, Inc., effective September 30, 1997.
(d) Reference is made to the cautionary statements of the Registrant filed
in its Current Report on Form 8-K on May 28, 1997.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
3.1 Restated Articles of Incorporation.
99.1 Press Release dated October 1, 1997.
99.2 Press Release dated October 2, 1997.
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SIGNATURE
Pursuant to the requirements of 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.
Dated: October 3, 1997 BIG BUCK BREWERY & STEAKHOUSE, INC.
/s/ Anthony P. Dombrowski
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Anthony P. Dombrowski
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Restated Articles of Incorporation.
99.1 Press Release dated October 1, 1997.
99.2 Press Release dated October 2, 1997.
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EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
The following Restated Articles of Incorporation supersede the Articles of
Incorporation as amended and shall be the Articles of Incorporation for the
Corporation:
ARTICLE I
The name of the Corporation is:
BIG BUCK BREWERY & STEAKHOUSE, INC.
ARTICLE II
The purpose or purposes for which the Corporation is formed is as follows:
To engage in any activity within the purposes for which corporations may be
formed under the Michigan Business Corporation Act (the "Act").
ARTICLE III
The aggregate number of shares which the Corporation has authority to issue is
20,000,000 common shares of the par value of $.01 per share.
ARTICLE IV
A. The address of the current registered office is:
550 South Wisconsin Street
Gaylord, Michigan 49735
B. The mailing address of the current registered office is:
P.O. Box 1430
Gaylord, Michigan 49735
C. The name of the current resident agent is:
William F. Rolinski
ARTICLE V
When a compromise or arrangement or a plan of reorganization of this
Corporation is proposed between this Corporation and its creditors or any
class of them or between this
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Corporation and its shareholders or any class of them, a court of equity
jurisdiction within the state, on application of this Corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed
for the Corporation, may order a meeting of the creditors or class of
creditors or of the shareholders or class of shareholders to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in
such manner as the court directs. If a majority in number representing
three-fourths (3/4) in value of the creditors or class of creditors, or of
the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or a reorganization, agree to a compromise or
arrangement or a reorganization of this Corporation as a consequence of the
compromise or arrangement, the compromise or arrangement and the
reorganization, if sanctioned by the court to which the application has been
made, shall be binding on all the creditors or class of creditors, or on all
the shareholders or class of shareholders and also on this Corporation.
ARTICLE VI
The number of directors shall be the number specified in or fixed in accordance
with the By-Laws. The Board of Directors shall have the power to fix or change
the number of directors unless the shareholders, in amending or repealing the
By-Laws, provide expressly that the Board of Directors shall not amend or repeal
the By-Law establishing the number of directors.
ARTICLE VII
A director of the Corporation shall not be personally liable to the Corporation
or its shareholders for monetary damages for breach of the director's fiduciary
duty. However, this Article shall not eliminate or limit the liability of a
director for any of the following:
(1) A breach of the director's duty of loyalty to the Corporation or its
shareholders.
(2) Acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of law.
(3) A violation of Section 551(1) of the Act.
(4) A transaction from which the director derived an improper personal
benefit.
(5) An act or omission occurring prior to the effective date of this
Article.
Any repeal or modification of this Article by the shareholders of the
Corporation shall not adversely affect any right or protection of any director
of the Corporation existing at the time of, or for or with respect to, any acts
or omissions occurring before such repeal or modification.
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ARTICLE VIII
The acquisition of ten percent (10%) or more of the outstanding stock of the
Corporation requires the prior approval of the Michigan Liquor Control
Commission.
A person seeking to acquire 10% or more of the outstanding stock of the
Corporation must (i) provide the Liquor Commission information regarding such
person, including without limitation thereto, information regarding other
alcoholic liquor business management experience, in such form, and with such
updates, as may be required by the Liquor Commission; (ii) respond to written or
oral questions from the Liquor Commission; and (iii) consent to the performance
of any background investigation that may be required by the Liquor Commission,
including without limitation thereto, an investigation of certain past criminal
convictions of such person.
ARTICLE IX
No person shall acquire any outstanding stock of the Corporation in violation of
Section 436.31 of the Michigan Liquor Control Act, as it may be amended from
time to time.
ARTICLE X
If a person holds outstanding stock of the Corporation in violation of Article
VIII or Article IX (a "Disqualified Holder"), such person's securities holdings
shall be subject to redemption at any time by the Corporation by action of the
Board of Directors.
Such redemptions will be subject to the following terms and conditions: (i) the
redemption price of the shares to be redeemed shall be equal to the fair market
value of such shares or such other redemption price as required by pertinent
state or federal law pursuant to which the redemption is required; (ii) if less
than all the shares held by a Disqualified Holder are to be redeemed, the shares
to be redeemed shall be selected in such manner as shall be determined by the
Board of Directors; (iii) at least thirty (30) days' written notice of the date
upon which redemption is to occur shall be given to a Disqualified Holder
(unless waived in writing by the Disqualified Holder) provided that redemption
may occur on the date on which written notice shall be given to the Disqualified
Holder if the funds necessary to effect the redemption shall have been deposited
in trust for the benefit of the Disqualified Holder and subject to immediate
withdrawal by the Disqualified Holder upon surrender of the stock certificates
for the shares to be redeemed; (iv) from and after the date upon which
redemption occurs or such earlier date as mandated by pertinent state or federal
law, any and all rights of whatever nature, which may be held by the
Disqualified Holder of shares selected for redemption (including without
limitation any rights to vote such shares), shall cease and terminate and the
Disqualified Holder shall thenceforth be entitled only to receive the funds
payable upon redemption; and (v) such other terms and conditions as the Board of
Directors shall determine.
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EXHIBIT 99.1
MICHIGAN BREWERY OPENS BIG BUCK BREWERY & STEAKHOUSE
IN AUBURN HILLS, MICHIGAN
GAYLORD, Mich., October 1 -- Michigan Brewery, Inc. (Nasdaq:BBUC) today opened
its third Big Buck Brewery & Steakhouse, a 26,400 square foot unit in Auburn
Hills, Mich. The restaurant and bar seat 650 and the brewery has a 15,000
barrel capacity. The unit is located on Interstate 75 at Opdyke Road, 9/10 of a
mile north of the Silverdome, where the Detroit Lions play, and 2.2 miles from
the Palace, home of the Detroit Pistons and site of over 300 events a year.
Bill Rolinski, president, said, "The local reception has been extremely positive
already. When we opened for lunch at 11:00 today, there were already people
lined up at the door. Within half an hour, we were at capacity. We had over
1,500 people at our grand opening V.I.P. party on Monday night, which was a
benefit for the Auburn Hills Boys and Girls Club, and the crowd's reaction to
our building, food and beer was very enthusiastic."
"This location has tremendous potential," said Gary Hewett, chief operating
officer. "The Chrysler Tech Center, which is just across the highway, employs
18,000, and that is only one of the many office complexes in this area. We will
be running a shuttle bus at noon to make it easy for people to come to Big Buck
for lunch."
Michigan Brewery, Inc., based in Gaylord, Michigan, develops, owns and operates
microbrewery/restaurants under the name Big Buck Brewery & Steakhouse.
Currently, the company operates Big Bucks in Gaylord, Mich., Grand Rapids,
Mich., and Auburn Hills, Mich. Big Buck Brewery offers casual dining featuring
a moderately priced menu and a selection of beers ranging from light golden ale
to dark full-bodied stout, and sells its microbrewed beer off-site through
wholesale distributors.
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EXHIBIT 99.2
MICHIGAN BREWERY, INC. CHANGES NAME TO
BIG BUCK BREWERY & STEAKHOUSE, INC.
GAYLORD, Mich., October 2 -- Michigan Brewery, Inc. (Nasdaq:BBUC) today
announced that it has changed its corporate name to Big Buck Brewery &
Steakhouse, Inc. The company's securities will continue to trade on the Nasdaq
under the symbols BBUC for the common stock, BBUCW for the warrants, and BBUCU
for the units.
William Rolinski, president, said, "The new name relates directly to the
microbrewery/restaurants we operate, and also reflects our plans to expand this
concept outside of Michigan. In addition, the new name should reduce confusion
about our Nasdaq stock symbol, BBUC, and make it easier for investors to find
our stock quotes."
Big Buck Brewery & Steakhouse, Inc., based in Gaylord, Michigan, develops, owns
and operates microbrewery/restaurants. Currently the company operates Big Bucks
in Gaylord, Mich., Grand Rapids, Mich., and Auburn Hills, Mich. Big Buck
Brewery offers casual dining featuring a moderately priced menu and a selection
of beers ranging from light golden ale to dark full-bodied stout, and sells its
microbrewed beer off-site through wholesale distributors.
