<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMMISSION FILE NO. 0-20845
BIG BUCK BREWERY & STEAKHOUSE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------
3) Filing Party:
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4) Date Filed:
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<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735
August 12, 1998
Dear Shareholder:
I am pleased to invite you to attend the Special Meeting of Shareholders
of Big Buck Brewery & Steakhouse, Inc., to be held at Big Buck Brewery &
Steakhouse, 550 South Wisconsin Street, Gaylord, Michigan, on September ____,
1998, at 9:00 a.m. local time.
At the Special Meeting you will be asked to approve an amendment to
the Company's Articles of Incorporation to increase the Company's authorized
capital stock and to authorize the issuance of preferred stock. The
accompanying material contains the Notice of Special Meeting, the Proxy
Statement, which includes information about the matters to be acted upon at
the Special Meeting, and the related proxy card.
I sincerely hope you will be able to attend the Company's Special
Meeting. Whether or not you are able to attend the Special Meeting in person,
I urge you to sign and date the enclosed proxy and return it promptly in the
enclosed envelope. If you do attend the Special Meeting in person, you may
withdraw your proxy and vote personally on any matters brought properly
before the Special Meeting.
Sincerely,
BIG BUCK BREWERY & STEAKHOUSE, INC.
/s/ William F. Rolinski
----------------------------------------
William F. Rolinski
President and Chief Executive Officer
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735
--------------------
NOTICE
OF
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
SEPTEMBER ____, 1998
--------------------
NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders (the
""Special Meeting'') of Big Buck Brewery & Steakhouse, Inc., a Michigan
corporation (the ""Company''), will be held at Big Buck Brewery & Steakhouse,
550 South Wisconsin Street, Gaylord, Michigan, on September ____, 1998, at
9:00 a.m. local time, for the following purpose, as more fully described in
the accompanying Proxy Statement:
1. To consider and vote upon an amendment to the Articles of
Incorporation of the Company to increase the Company's authorized
capital stock and to authorize the issuance of preferred stock.
Only shareholders of record at the close of business on August 3,
1998, are entitled to notice of and to vote at the Special Meeting. Whether
or not you expect to attend the Special Meeting in person, please mark, date
and sign the enclosed proxy exactly as your name appears thereon and promptly
return it in the envelope provided, which requires no postage if mailed in
the United States. Proxies may be revoked at any time before they are
exercised and, if you attend the Special Meeting in person, you may withdraw
your proxy and vote personally on any matter brought properly before the
Special Meeting.
Sincerely,
BIG BUCK BREWERY & STEAKHOUSE, INC.
/s/ William F. Rolinski
----------------------------------------
William F. Rolinski
President and Chief Executive Officer
Gaylord, Michigan
August 12, 1998
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735
--------------------
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
SEPTEMBER ____, 1998
--------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Big Buck Brewery & Steakhouse, Inc.
(the ""Company'') for use at the Special Meeting of Shareholders (the
""Special Meeting'') to be held at Big Buck Brewery & Steakhouse, 550 South
Wisconsin Street, Gaylord, Michigan, on September ____, 1998, at 9:00 a.m.
local time, or at any adjournment or postponement thereof. All shares of
Common Stock represented by properly executed and returned proxies, unless
such proxies have previously been revoked, will be voted at the Special
Meeting and, where the manner of voting is specified on the proxy, will be
voted in accordance with such specifications. Shares represented by properly
executed and returned proxies on which no specification has been made will be
voted FOR the proposal to approve the amendment to the Company's Articles of
Incorporation.
The Notice of Special Meeting, this Proxy Statement and the related
proxy card are first being mailed to shareholders of the Company on or about
August 12, 1998.
RECORD DATE AND OUTSTANDING COMMON STOCK
The Board has fixed the close of business on August 3, 1998, as the
Record Date for determining the holders of the Company's outstanding voting
shares entitled to notice of, and to vote at, the Special Meeting. On that
date, there were 5,285,000 shares of Common Stock issued, outstanding and
entitled to vote.
REVOCABILITY OF PROXIES
Any shareholder who executes and returns a proxy may revoke it at any
time before it is voted. Any shareholder who wishes to revoke a proxy can do
so by (i) executing a later-dated proxy relating to the same shares and
delivering it to the Secretary of the Company prior to the vote at the
Special Meeting, (ii) filing a written notice of revocation bearing a later
date than the proxy with the Secretary of the Company prior to the vote at
the Special Meeting, or (iii) appearing in person at the Special Meeting,
filing a written notice of revocation and voting in person the shares to
which the proxy relates. Any written notice or subsequent proxy should be
delivered to Big Buck Brewery & Steakhouse, Inc., 550 South Wisconsin Street,
Gaylord, Michigan 49735, Attention: Secretary of the Company, or
hand-delivered to the Secretary of the Company prior to the vote at the
Special Meeting.
<PAGE>
VOTING AND SOLICITATION
Each shareholder is entitled to one vote, exercisable in person or by
proxy, for each share of Common Stock held of record on the Record Date.
Expenses incurred in connection with the solicitation of proxies will
be paid by the Company. The proxies are being solicited principally by mail.
In addition, directors, officers and regular employees of the Company may
solicit proxies personally or by telephone, for which they will receive no
consideration other than their regular compensation. The Company will also
request brokerage houses, nominees, custodians and fiduciaries to forward
soliciting material to the beneficial owners of shares of Common Stock held
as of the Record Date and will reimburse such persons for their reasonable
expenses so incurred.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The presence, in person or by proxy, of the holders of at least of a
majority of the shares of Common Stock outstanding and entitled to vote is
necessary to constitute a quorum for the transaction of business at the
Special Meeting. All votes will be tabulated by the inspector of election
for the Special Meeting, who will separately tabulate affirmative and
negative votes, abstentions and broker non-votes.
If a properly executed proxy is returned and the shareholder has
abstained from voting on any matter, the shares represented by such proxy
will be considered present at the Special Meeting for purposes of determining
a quorum and for purposes of calculating the vote, but will not be considered
to have been voted in favor of such matter.
If a properly executed proxy is returned by a broker holding shares in
street name which indicates that the broker does not have discretionary
authority as to certain shares to vote on one or more matters, such shares
will be considered present at the Special Meeting for purposes of determining
a quorum, but will not be considered to be represented at the Special Meeting
for purposes of calculating the vote with respect to such matter.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the
Company regarding beneficial ownership of its Common Stock as of July 31,
1998, by (i) each person who is known to the Company to own beneficially more
than five percent of the Company's Common Stock, (ii) each of the Company's
directors, (iii) each of the Company's executive officers, and (iv) all
executive officers and directors as a group. Unless otherwise noted, each
person identified below possesses sole voting and investment power with
respect to such shares. Except as otherwise noted below, the Company knows
of no agreements among its shareholders which relate to voting or investment
power with respect to its Common Stock.
2
<TABLE>
<CAPTION>
Shares PERCENT
Beneficially of
Owned(1) Class
------------ -------
<S> <C> <C>
Perkins Capital Management, Inc.(2)............ 1,031,600 17.8%
730 East Lake Street
Wayzata, Minnesota 55391
William F. Rolinski(3)(4)...................... 859,358 16.2
Casimer I. Zaremba(3)(5)(6).................... 685,007 12.9
Blair A. Murphy, D.O.(3)(5).................... 645,007 12.2
The Perkins Opportunity Fund(7)................ 600,000 10.7
730 East Lake Street
Wayzata, Minnesota 55391
Henry T. Siwecki(3)(5)(8)...................... 146,989 2.7
Gary J. Hewett(9).............................. 61,250 1.1
Anthony P. Dombrowski(10)...................... 39,000 *
All Executive Officers and Directors
as a Group (6 persons)(8)(11).................. 2,436,611 44.9%
</TABLE>
- ---------------
*Represents less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the ""Commission'') and includes
voting or investment power with respect to securities. Securities
""beneficially owned'' by a person may include securities owned by or
for, among others, the spouse, children or certain other relatives of
such person as well as other securities as to which the person has or
shares voting or investment power or has the option or right to acquire
Common Stock within 60 days. The number of shares beneficially owned
includes shares issuable pursuant to warrants and stock options that are
exercisable within 60 days of July 31, 1998.
(2) As set forth in Schedule 13G filed with the Commission by Perkins Capital
Management, Inc. (""PCM'') and The Perkins Opportunity Fund (""POF'') on
February 12, 1998. Includes (i) 214,800 shares of Common Stock owned by
the clients of PCM, (ii) 216,800 shares of Common Stock subject to
currently exercisable warrants owned by the clients of PCM, (iii) 300,000
shares of Common Stock owned by POF, and (iv) 300,000 shares of Common
Stock subject to currently exercisable warrants owned by POF. PCM has (i)
sole power to vote 377,000 shares of Common Stock, including 300,000 shares
of Common Stock owned by POF, and (ii) sole power to dispose of 1,031,600
shares of Common Stock, including 300,000 shares of Common Stock owned by
POF and 300,000 shares of Common Stock subject to currently exercisable
warrants owned by POF. PCM disclaims beneficial ownership of the
securities owned by POF.
(3) Substantially all of the shares beneficially owned by Messrs. Rolinski,
Zaremba, Murphy and Siwecki are subject to a three-year escrow agreement
with Norwest Bank Minnesota, National Association, the Company and the
Commissioner of Commerce for the State of Minnesota dated June 7, 1996.
(4) Includes 18,750 shares of Common Stock subject to currently exercisable
options.
(5) Includes 10,000 shares of Common Stock subject to currently exercisable
options.
(6) Beneficial ownership of 450,005 of these shares is shared with Walter
Zaremba, Casimer Zaremba's brother.
(7) As set forth in Schedule 13G filed with the Commission by PCM and POF on
February 12, 1998. Includes 300,000 shares of Common Stock subject to
currently exercisable warrants. Ownership of ten percent or more of the
outstanding stock of the Company requires the prior approval of the
Michigan Liquor Control Commission. As a result, the warrants held by POF
cannot be exercised in their entirety without such approval.
(8) Includes 6,000 shares of Common Stock subject to currently exercisable
warrants.
(9) Represents shares of Common Stock subject to currently exercisable options.
(10) Includes 33,000 shares of Common Stock subject to currently exercisable
options.
(11) Includes 143,000 shares of Common Stock subject to currently exercisable
options.
3
<PAGE>
PROPOSAL NO. 1
APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION
The Board of Directors of the Company has determined that it is
advisable to increase the Company's authorized capital stock from 20,000,000
to 65,000,000 shares, consisting of 60,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock, and has voted to recommend that the
shareholders adopt an amendment to the Company's Articles of Incorporation
effecting the same. By action taken effective ____________, 1998, the Board
approved the following resolution, subject to approval by the shareholders at
the Special Meeting:
RESOLVED, that Article III of the Articles of Incorporation of Big Buck
Brewery & Steakhouse, Inc. shall be amended in its entirety to read as
follows:
ARTICLE III
A. AUTHORIZED CAPITAL. The total number of shares of stock
which the Corporation shall have authority to issue is 65,000,000
shares, consisting of 60,000,000 shares of common stock, par value
$0.01 per share (hereinafter referred to as the ""Common Stock''),
and 5,000,000 shares of preferred stock, par value $0.01 per share
(hereinafter referred to as the ""Preferred Stock''). The powers,
designations, preferences and relative, participating, optional or
other special rights (and the qualifications, limitations or
restrictions thereof) of the Common Stock and the Preferred Stock
are as set forth in this Article III.
B. COMMON STOCK. The Common Stock shall be subject to the
express terms of any series of Preferred Stock set forth in the
Preferred Stock Designation (as defined below in Section E of this
Article III) relating thereto. Each holder of Common Stock shall
have one vote in respect of each share of Common Stock held by such
holder of record on the books of the Corporation for the election of
directors and on all other matters on which shareholders of the
Corporation are entitled to vote. The holders of shares of Common Stock
shall be entitled to receive, when and if declared by the Board of
Directors, out of the assets of the Corporation which are by law
available therefor, dividends payable either in cash, in stock or
otherwise.
C. PREFERRED STOCK. The Board of Directors of the Corporation
(hereinafter referred to as the ""Board of Directors'') is hereby
expressly authorized at any time and from time to time, to create and
provide for the issuance of shares of Preferred Stock in one or more
series and, by filing a certificate pursuant to the Act (hereinafter
referred to as a ""Preferred Stock Designation''), to establish the
number of shares to be included in each such series, and to fix the
designations, preferences and relative, participating, optional or
other special rights of the shares of each such series and the
qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors, including, but
not limited to, the following: (1) the designation of and the number
of shares constituting such series, which number the Board of
Directors may thereafter (except as otherwise provided in the
Preferred Stock Designation) increase or decrease (but not below the
number of shares of such series then outstanding or reserved for
issuance); (2) the dividend rate for the payment of dividends on such
series, if any, the conditions and dates upon which such dividends
shall be payable, the preference or relation which such dividends, if
any, shall bear to the dividends payable on any other class or classes
of or any other series of capital stock, the conditions and dates upon
which such dividends, if any, shall be payable, and whether such
dividends, if any, shall be cumulative or non-cumulative; (3) whether
the shares of such series shall be subject to redemption by the
Corporation, and, if made subject to such redemption, the times,
prices and other terms and conditions of such redemption; (4) the
terms and amount of any sinking fund provided for the purchase or
redemption of the shares of such series; (5) whether or not the shares
of such series shall be convertible into or exchangeable for shares of
any other class or classes of, any other series of any class or
classes of capital stock of, or any other security
4
<PAGE>
of, the Corporation or any other corporation, and, if provision be
made for such conversion or exchange, the times, prices, rates,
adjustments and any other terms and conditions of the such conversion
or exchange; (6) the extent, if any, to which the holders of the
shares of such series shall be entitled to vote as a class or
otherwise with respect to the election of directors or otherwise; (7)
the restrictions, if any, on the issue or reissue of shares of the
same series or of any other class or series; (8) the amounts payable
on and the preferences, if any, of the shares of such series in the
event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation; and (9) any other relative rights,
preferences and limitations of that series.
As of August 3, 1998, 5,285,000 shares of Common Stock were issued and
outstanding and 3,782,500 shares of Common Stock were reserved for issuance
upon exercise of options and warrants. In addition, pursuant to the Auburn
Hills real estate purchase and leaseback agreement, the Company may be
obligated to repurchase the Auburn Hills site through the issuance of up to
920,000 shares of Common Stock. As a result, 9,987,500 shares are available
for issuance. At present, the Company is contemplating a private placement
of Common Stock and warrants to acquire shares of Common Stock to further the
Company's expansion plans. The Board believes the Company may be unable to
engage in such a transaction absent an increase in the Company's authorized
capital stock.
The Board also believes that the Company would be unable to engage in
future equity financing or acquisition transactions without additional shares
of capital stock. The Board believes that the availability of additional
shares of Common Stock, as well as the availability of shares of Preferred
Stock, for issuance in the future will give the Company enhanced flexibility
and permit such shares to be issued without the expense and delay of holding
a meeting of the shareholders. The shares would be available for issuance by
the Board without further shareholder authorization, except as may be
required by law or by the rules of The Nasdaq Stock Market or any other
quotation system or stock exchange on which the Common Shares may then be
listed. The shareholders of the Company do not have any preemptive right to
purchase or subscribe for any part of any new or additional issuance of the
Company's securities.
Other than the grant of stock options to employees and directors from
time to time, and the possible private placement, there are at present no
plans, understandings, arrangements or agreements with respect to any
transactions that would require the Company to issue any new shares of its
Common Stock.
It is possible that material dividend requirements and sinking fund,
conversion or redemption provisions, if any, which may be fixed by the Board
on any series of shares at the time of issuance may have an adverse effect on
the availability of earnings for distribution to holders of outstanding
Common Shares or on other rights of the outstanding shares of Common Stock.
Although not intended as an anti-takeover device, issuing additional
shares of Common Stock or issuing shares of Preferred Stock could impede a
non-negotiated acquisition of the Company by diluting the ownership interests
of a substantial shareholder, increasing the total amount of consideration
necessary for a person to obtain control of the Company or increasing the
voting power of friendly third parties. The Board could authorize voting
rights per share that are the same as or different than the voting rights of
the outstanding Common Stock.
Approval of the amendment to the Articles of Incorporation requires
the affirmative vote of the holders of a majority of the shares of Common
Stock. THE BOARD OF DIRECTORS CONSIDERS THIS AMENDMENT TO BE ADVISABLE AND IN
THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THIS AMENDMENT.
5
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders wishing to present proposals for action by the
shareholders at the next annual meeting must present such proposals at the
principal offices of the Company not later than January 15, 1999. Due to the
complexity of the respective rights of the shareholders and the Company in
this area, any shareholder desiring to propose such an action is advised to
consult with his or her legal counsel with respect to such rights. It is
suggested that any such proposals be submitted by certified mail, return
receipt requested.
Sincerely,
BIG BUCK BREWERY & STEAKHOUSE, INC.
/s/ William F. Rolinski
----------------------------------------
William F. Rolinski
President and Chief Executive Officer
Gaylord, Michigan
August 12, 1998
6
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Big Buck Brewery & Steakhouse, Inc., a
Michigan corporation (the "Company"), hereby acknowledges receipt of the Notice
of Special Meeting of Shareholders and Proxy Statement, each dated August 12,
1998, and hereby appoints William F. Rolinski and Anthony P. Dombrowski, or
either of them, proxies and attorneys-in-fact, with full power to each of
substitution and revocation, on behalf and in the name of the undersigned, to
represent the undersigned at the Special Meeting of Shareholders of the Company
to be held at Big Buck Brewery & Steakhouse, 550 South Wisconsin Street,
Gaylord, Michigan, on September , 1998, at 9:00 a.m. local time, or at any
adjournment or postponement thereof, and to vote, as designated below, all
shares of Common Stock of the Company which the undersigned would be entitled to
vote if then and there personally present, on the matters set forth below.
1. To approve an amendment to the Articles of Incorporation of the Company to
increase the Company's authorized capital stock and to authorize the
issuance of preferred stock.
/ / FOR / / AGAINST / / ABSTAIN
(CONTINUED AND TO BE SIGNED ON THE OTHERSIDE.)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON
THE PROXY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1. ABSTENTIONS WILL BE COUNTED TOWARDS THE EXISTENCE
OF A QUORUM.
Please sign exactly as name appears on this proxy. When shares are held by
joint tenants, both should sign. If signing as attorney, executor,
administrator, trustee or guardian, please give full title as such and, if not
previously furnished, a certificate or other evidence of appointment should be
furnished. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
an authorized person.
Dated: ------------------------------
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
