SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INDEPENDENCE BREWING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
/_/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(1)(3).
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
/X/ No Fee Required.
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:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
/_/ 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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
INDEPENDENCE BREWING COMPANY
1000 E. COMLY STREET
PHILADELPHIA, PA 19149
June 5, 1998
Dear Shareholders:
It is my pleasure to invite you to the 1998 Annual Meeting of Shareholders
of Independence Brewing Company to be held on Thursday, June 18, 1998 at 2:00
p.m., Eastern Daylight Time, at the offices of the Company, 1000 E. Comly
Street, Philadelphia, PA 19149.
Whether or not you plan to attend, and regardless of the number of shares
you own, it is important that your shares be represented at the Annual Meeting.
You are accordingly urged to complete, sign, date and return your proxy promptly
in the enclosed envelope. Your return of a proxy in advance will not affect your
right to vote in person at the Annual Meeting.
I hope that you will attend the Annual Meeting. The officers and directors
of the Company look forward to seeing you at that time.
Very truly yours,
ROBERT W. CONNOR, JR.
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
INDEPENDENCE BREWING COMPANY
1000 E. COMLY STREET
PHILADELPHIA, PA 19149
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, JUNE 18, 1998
------------------------------
To our Shareholders:
The Annual Meeting of Shareholders (the "Meeting") of Independence Brewing
Company (the "Company") will be held on Thursday, June 18, 1998 at 2:00 p.m.
E.D.T. at the offices of the Company, 1000 E. Comly Street, Philadelphia, PA
19149 for the following purposes:
1. To elect six directors, each for a term of one year and until their
respective successors have been elected and qualified;
2. To ratify the appointment of Grant Thornton LLP, independent
certified public accountants, to audit the accounts of the Company;
3. To transact such other business as may properly come before the
Meeting.
Shareholders of record at 5:00 p.m. E.D.T. on June 4, 1998 are entitled to
receive notice of and to vote at the Meeting.
You are invited to attend the Meeting. Please carefully read the attached
Proxy Statement for information regarding the matters to be considered and acted
upon at the Meeting. We hope that you will attend the Meeting.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, YOU ARE
URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
RETURN POSTAGE-PAID ENVELOPE. No postage need be affixed to the return envelope
if mailed in the United States. If you attend the Meeting, you may withdraw your
proxy and vote in person by ballot.
By Order of the Board of Directors
/s/ DOMINIC S. LIBERI
--------------------------------
Dominic S. Liberi
Secretary
Philadelphia, PA
June 5, 1998
<PAGE>
INDEPENDENCE BREWING COMPANY
1000 E. COMLY STREET
PHILADELPHIA, PA 19149
------------------------------
PROXY STATEMENT
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders and Proxy Card are being furnished in connection with the
solicitation by the Board of Directors of Independence Brewing Company (the
"Company") of proxies to be voted at the Annual Meeting of Shareholders
scheduled to be held on Thursday, June 18, 1998, at 2:00 p.m. E.D.T., at the
offices of the Company, 1000 E. Comly Street, Philadelphia, PA 19149, and any
adjournment or postponement thereof (the "Meeting"). This Proxy Statement and
the enclosed Proxy Card are being furnished on or about June 5, 1998, to all
holders of record of the Company's Common Stock (the "Common Stock") as of 5:00
p.m. E.D.T. on June 4, 1998. A copy of the Company's 1997 Annual Report to
Shareholders and financial statements for the fiscal year ended December 31,
1997, accompanies this Proxy Statement.
At the Meeting, shareholders will elect six directors, each to serve for a
term of one year. Shareholders will also act upon a proposal to ratify the
appointment of Grant Thornton LLP, as the independent auditor of the Company.
VOTING SECURITIES AND RECORD DATE
The Board of Directors has fixed 5:00 p.m. E.D.T. on June 4, 1998 as the
record date (the "Record Date") for determination of shareholders entitled to
notice of and to vote at the Meeting. As of the Record Date, there were
3,357,058 shares of Common Stock issued and outstanding and there were no other
voting securities of the Company. Each outstanding share of Common Stock
entitles the record holder thereof to one vote. Abstentions and broker non-votes
are not counted as votes cast on any matter to which they relate.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Eligible shareholders of record may vote at the Meeting in person or by
means of the enclosed Proxy Card. You may specify your voting choices by marking
the appropriate boxes on the Proxy Card. The proxy solicited hereby, if properly
signed and returned to the Company and not revoked prior to or at the Meeting,
will be voted in accordance with the instructions specified thereon. If you
properly sign and return your Proxy Card, but do not specify your choices, your
shares will be voted by the proxy holders as recommended by the Board of
Directors.
The Board of Directors encourages you to complete and return the Proxy Card
even if you expect to attend the Meeting. You may revoke your proxy at any time
before it is voted at the Meeting by giving written notice of revocation to the
Secretary of the Company, by submission of a proxy bearing a later date or by
attending the Meeting and casting a ballot.
The proxy holders, Robert W. Connor, Jr. and William Moore, will vote all
shares of Common Stock represented by Proxy Cards that are properly signed and
returned by shareholders. The Proxy Card also authorizes the proxy holders to
vote the shares represented with respect to any matters not known at the time
this Proxy Statement was printed that may properly be presented for
consideration at the Meeting. YOU MUST RETURN A SIGNED PROXY CARD IF YOU WANT
THE PROXY HOLDERS TO VOTE YOUR SHARES OF COMMON STOCK.
The cost of soliciting proxies will be borne by the Company. Following the
mailing of proxy solicitation materials, proxies may be solicited by directors,
officers and employees of the Company and personally, by telephone or otherwise.
Such persons will not receive any fees or other compensation for such
solicitation. In addition, the Company will reimburse brokers, custodians,
nominees and other persons holding shares of Common Stock for others for their
reasonable expenses in sending proxy materials to the beneficial owners of such
shares and in obtaining their proxies.
<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
The By-Laws of the Company provide that the Company's business shall be
managed by a Board of Directors of not less than five and not more than seven
directors, with the number of directors to be fixed by the Board of Directors
from time to time. The Board of Directors has fixed the number of directors
which shall constitute the entire Board of Directors at seven.
At the Meeting, six directors are to be elected. The Board of Directors has
determined to leave one director position vacant at this time. All of the
director nominees are presently directors of the Company. Each nominee has
consented to being named as a nominee for director of the Company and has agreed
to serve if elected. The directors will be elected to a one year term and until
their successors have been elected and have qualified. In the event that any
nominee should become unavailable or unable to serve as a director, the persons
named as proxies on the Proxy Card will vote for the person(s) the Board of
Directors recommends.
Set forth below is certain information regarding each nominee for director,
each of whose term of office will continue after the Meeting.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert W. Connor, Jr...................... 35 Chairman of the Board, President, Chief
Executive Officer and Treasurer
William Moore............................. 41 Vice President, Director and Brewmaster
Stefan Karnavas........................... 35 Director
Michael R. Thompson....................... 45 Director
Dominic S. Liberi......................... 49 Director, Secretary
Stuart Winkler............................ 45 Director
</TABLE>
ROBERT W. CONNOR, JR. Mr. Connor, founder of the Company, has been the
Chairman of the Board, President, Chief Executive Officer and Treasurer of the
Company since May, 1994. From 1991 to 1994, Mr. Connor was an Investment
Consultant with Pennsylvania Merchant Group Ltd. Mr. Connor was also the Vice
President, Secretary and a member of the Board of Directors of Independence
Florida, a Florida business corporation, from April, 1995 until January, 1997.
WILLIAM MOORE. Mr. Moore has been the Company's Brewmaster since May, 1994.
From May, 1994 to July, 1997, Mr. Moore also served as Secretary of the Company.
Since July, 1997, Mr. Moore has served as Vice President of the Company. From
1990 to 1994, Mr. Moore was the head brewer for Stoudt's Brewery in Adamstown,
Pennsylvania.
STEFAN KARNAVAS. Mr. Karnavas has been a director of the Company since
July, 1996. Mr. Karnavas has been the Chief Financial Officer of the Cobblestone
Golf Group, Inc. since April, 1996. From 1990 to 1996, Mr. Karnavas was the
Treasurer of Horizon Cellular Telephone Company.
MICHAEL R. THOMPSON. Mr. Thompson has been a director of the Company since
December, 1996. Since April, 1991, Mr. Thompson has been employed by Turner
Investments Partners, Inc. ("TIP") and is responsible for new business
activities and client services. TIP provides investment management services
primarily to institutional investors.
STUART WINKLER. Mr. Winkler has been a director of the Company since June
18, 1997. Since July, 1988, Mr. Winkler has been employed by A.S. Goldmen & Co.,
Inc., an investment banking firm, as Vice President.
DOMINIC S. LIBERI. Mr Liberi has been a director since July 23, 1997. He is
a practicing attorney and has operated a solo practice since May, 1995, and
since January, 1998, Mr. Liberi also has served as Of Counsel with the firm of
Dilworth Paxson LLP. From April, 1994 to May, 1995 Mr. Liberi was Of Counsel
with the Firm of Clark, Ladner, Fortenbaugh and Young; from March, 1993 to
April, 1994, Mr. Liberi was a shareholder and Managing Partner of Mannino
Griffith, P.C. From September, 1991 to March, 1993 Mr. Liberi was Senior
Associate with the firm of Rawle and Henderson and from August, 1984 to
September, 1991, Mr. Liberi was an Associate with the firm of Dilworth, Paxson,
Kalish & Kauffman. On May 12, 1998, Mr. Liberi was appointed Secretary of the
Company.
2
<PAGE>
On May 28, 1997, director Jacques de Saint Phalle resigned from the Board.
He was succeeded by Mr. Winkler.
On June 18, 1997, Mr. Winkler was appointed to the Board pursuant to the
request of the Company's underwriter of its initial public offering in February,
1997, A.S. Goldmen & Co., Inc. The Company had agreed to appoint a
representative of the underwriter to the Board of Directors under the terms of
the Underwriting Agreement between the parties.
On July 23, 1997, the Board approved a resolution increasing the size of
the Board from 5 to 7 positions and Mr. Liberi was appointed to fill one of the
vacancies.
Each member of the Board was elected to hold office for a period of one
year and until his successor is elected and qualified or until such director's
earlier death, resignation or removal. Directors will not receive any
compensation for serving on the Board. The officers are elected by the Board and
serve at the Board's discretion.
COMPENSATION OF DIRECTORS
The following table sets forth the compensation paid to the Company's Chief
Executive Officer for the year ended December 31, 1997 (the "Named Executive
Officer"). No other executive officer of the Company received total annual
salary and bonus in excess of $100,000 during the year ended December 31, 1997.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------
NAME AND PRINCIPAL POSITION SALARY BONUS
- --------------------------- -------- ---------
<S> <C> <C>
Robert W. Connor, Jr..................................... $90,000 --
Chairman of the Board, President,
Chief Executive Officer and Treasurer
</TABLE>
Director Compensation
To date, the Company has not paid fees or other compensation to directors
for serving on the Board of Directors or committees of the Board. Directors are
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with attendance at meetings of the Board of Directors and committees thereof.
Certain Business Relationship
Dominic S. Liberi has served as a director of the Company since, July 23,
1997. Throughout 1997, Mr. Liberi provided legal services to the Company and was
paid $107,061 for his services.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors held 16 meetings, including 10 regularly scheduled
meetings and 6 additional meetings during fiscal year 1997. The Board of
Directors has established standing Audit and Compensation committees, each of
which is composed of non-employee members of the Board of Directors. The
membership of each of these standing committees is determined from time to time
by the Board. The Board of Directors has not established a nominating committee;
the entire Board of Directors votes on nominations of directors for the Company.
THE AUDIT COMMITTEE, which presently consists of Stephan Karnavas and
Michael Thompson held one meeting during fiscal year 1997. The committee
selects, subject to approval of the Board of Directors, a firm of independent
certified public accountants to audit the books and accounts of the Company for
the fiscal year for which they are appointed.
THE COMPENSATION COMMITTEE, which presently consists of Stephan Karnavas
and Michael Thompson did not meet during fiscal year 1997. The committee is
responsible for the approval and administration of the compensation program for
the executive officers of the Company. No increases in the compensation of the
Company's executive officers were proposed or considered in 1997.
3
<PAGE>
OWNERSHIP OF INDEPENDENCE BREWING COMPANY STOCK
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock at May 31, 1998, including the effect of the
exercise of any outstanding warrants by (i) each person known to the Company to
beneficially own more than 5% of the Common Stock, (ii) each director and the
named executive officer of the Company and (iii) all directors and the named
executive officer as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SHARES OUTSTANDING SHARES
BENEFICIALLY OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) COMMON STOCK
------------------------------------ ------------ ------------------
<S> <C> <C>
Robert W. Connor, Jr....................................... 574,166 17.9%
7510 McCallum Street
Philadelphia, PA 19118
Winfield Capital Corp.(2).................................. 4,449,941 66.3%
237 Mamaroneck Avenue
White Plains, NY 10605
William Moore.............................................. 50,000 1.6%
274 Diamond Street
Pottstown, PA 19464
Stefan Karnavas............................................ 19,220 *
Cobblestone Golf
5220 Fiore Terrace
Apartment M-304
San Diego, CA 92122
Michael R. Thompson........................................ 18,194 *
1 Springton Pointe Drive
Newtown Square, PA 19073
Stuart Winkler(3).......................................... none --
219 Peacock Lane
Merchantville, NJ 07751
Dominic S. Liberi.......................................... 3,000 *
226 Abbey Lane
Lansdale, PA 19446
All officers and directors as a group (six persons)........ 664,580 19.8%
</TABLE>
- ------------------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) As used in this table, "beneficial ownership" means the sole or shared power
to vote or direct the voting of a security, or the sole or shared investment
power with respect to a security (i.e., the power to dispose, or direct the
disposition, of a security). A person is deemed as of any date to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date.
(2) Includes 3,500,000 shares of Common Stock issuable upon the exercise of the
Series B Warrant granted to Winfield, which is exercisable immediately at an
exercise price of $6.00 per share.
(3) Mr. Winkler is Vice President of A.S. Goldmen & Co., Inc., the underwriter
of the Company's initial public offering in 1997. In consideration for its
services as the Company's underwriter, A.S. Goldmen & Co., Inc. received
Underwriter Warrants to purchase 90,000 shares of the Company's Common Stock
at an exercise price of $7.50 per share and 400,000 Redeemable Warrants. On
February 12, 1998, A.S. Goldmen & Co., Inc. acquired an additional 600,000
Redeemable Warrants by exercise of its over-allotment option. Each
Redeemable Warrant may be exercised at a purchase price of $6.00 for one
share of Common Stock.
4
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers, directors and
persons who own more than ten percent (10%) of the Common Stock (collectively,
"Reporting Persons") to file initial reports of ownership and reports of changes
of ownership of the Common Stock with the Securities and Exchange Commission
("SEC") and the Nasdaq Stock Market. Reporting Persons are required to furnish
the Company with copies of all forms that they file under Section 16(a). Based
solely upon a review of the copies of such forms received by the Company or
written representations from Reporting Persons, the Company believes that, with
respect to fiscal year 1997, all Reporting Persons complied with all applicable
filing requirements under Section 16(a).
PROPOSAL 2 -- SELECTION OF AUDITORS
The Board of Directors recommends that the shareholders ratify the
selection of Grant Thornton LLP, independent certified public accountants, to
audit the accounts of the Company for 1998.
Services rendered in 1997 included audit of the annual financial statements
and review of financial information included in filings with the Securities and
Exchange Commission.
Representatives of Grant Thornton LLP are expected to be present at the
Meeting. They will have an opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
SHAREHOLDER PROPOSALS
To date, the Company has received no shareholder proposals for inclusion in
the Proxy Statement for the 1998 Annual Meeting of Shareholders submitted in
accordance with Rule 14a-8 of the Exchange Act. Proposals for the 1999 Annual
Meeting of Shareholders must be received at the offices of the Company, 1000 E.
Comly Street, Philadelphia, PA 19149, not later than February 4, 1999 to be
included in the Proxy Statement for that meeting.
OTHER BUSINESS
The Board of Directors does not intend to bring any other matter before the
Meeting and does not know of any other business which others will present for
consideration at the Meeting. Except as the Board of Directors may otherwise
permit, only the business set forth and discussed in the Notice of Annual
Meeting of Shareholders and this Proxy Statement may be acted on at the Meeting.
If any other business does properly come before the Meeting the proxy holders
will vote on such matters according to their discretion.
By Order of the Board of Directors
Dominic S. Liberi
Secretary
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, DATE, AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THANK YOU FOR
YOUR PROMPT ATTENTION TO THIS MATTER.
5
<PAGE>
INDEPENDENCE BREWING COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- JUNE 18, 1998
The undersigned shareholder of Independence Brewing Company (the "Company"),
revoking all previous proxies, hereby appoints Robert W. Connor, Jr. and William
Moore and each of them acting individually, as the attorney and proxy of the
undersigned, with full power of substitution and resubstitution, to vote all
shares of Common Stock of the Company which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Shareholders of the Company,
to be held at 2:00 p.m. at 1000 East Comly Street, Philadelphia, PA 19149, on
June 18, 1998 and at any adjournment or postponement thereof. Said proxies are
authorized and directed to vote as indicated with respect to the following
matters:
1. Election of Directors
FOR / / WITHHELD / /
Nominees: Robert W. Connor, Jr., William Moore, Stefan Karnavas,
Michael R. Thompson, Dominic S. Liberi, Stuart Winkler.
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------------------------------
2. To ratify the appointment of Grant Thornton, LLP, Certified Public
Accountants to audit the accounts of the Company for 1998.
/ / FOR / / AGAINST / / ABSTAIN
3. To transact such other business as may properly come before this meeting.
(continued and to be signed on reverse side)
<PAGE>
This Proxy is solicited on behalf of the Board of Directors. Unless
otherwise specified, the shares will be voted "FOR" all nominees and "FOR"
appointment of Grant Thornton, LLP as auditor. This Proxy also delegates
discretionary authority to vote with respect to any other business which may
properly come before the meeting or any adjournment or postponement thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND ANNUAL REPORT OF INDEPENDENCE BREWING COMPANY.
Dated: _____________________ , 1998
___________________________________
Signature of Shareholder
___________________________________
Signature of Shareholder
NOTE: Please sign this Proxy
exactly as name(s) appear in
address. When signing as
attorney-in-fact, executor,
administrator, trustee or guardian,
please add your title as such. If
stockholder is a corporation,
please sign with full corporate
name by duly authorized officer or
officers and affix the corporate
seal. When stock is held in the
name of two or more persons, all
such persons should sign.
PLEASE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
