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REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AMERICAN CRAFT BREWING INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)
Bermuda 2082 72-1323940
(Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation) Classification Code Number) Identification Number)
CT Corporation System 1 Galleria Boulevard
1633 Broadway (Suite 912)
New York, New York 10019 Melairie, Louisiana 70001
(212) 664-1666 (504) 849-2739
(Name, address, including zip code, and Address, including zip
telephone number, including area code, code, and telephone
of agent for service) number, including area
code, of registrant's
principal executive offices
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Copies to:
Lawrence A. Darby, III, Esq. Lawrence B. Fisher, Esq.
Howard, Darby & Levin Orrick, Herrington &
1330 Avenue of the Americas Sutcliffe LLP
New York, New York 10019 666 Fifth Avenue
(212) 841-1000 New York, New York 10103
(212) 506-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 (the "Securities Act") check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-6033
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: [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered(1) Offering Price Aggregate Offering Registration Fee
Registered Per Security Price
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<S> <C> <C> <C> <C>
Common Stock, 283,667(2) US$5.50 US$1,560,168.50 US$537.99
par value
US$ 0.01 per share
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Redeemable 283,667(3) US$ 0.10 US$28,366.70 US$9.78
Common Stock Purchase
Warrants
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Common Stock, par 283,667 US6.88 US$1,951,628.96 US$672.98
value US$ 0.01 per
share, underlying
Redeemable Common
Stock Purchase
Warrants
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Representative's 24,667 US$ 0.0001 US$2.47 --
Warrants(4)
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Common Stock, par 24,667 US$7.70 US$189,935.90 US$65.50
value US$ 0.01 per
share, underlying
Representative's
Warrants(4)
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Redeemable Common 24,667 US$0.14 US$3,453.38 US$1.19
Stock Purchase
Warrants underlying
Representative's
Warrants(4)
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Common Stock, par 21,163 US$11.34 US$239,988.42 US$82.76
value US$ 0.01 per
share, underlying
Redeemable Common
Stock Purchase
Warrants underlying
Representative's
Warrants(4)
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Total Registration Fee US$1,372.20
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(1) Pursuant to Rule 416, there are also being registered such additional
securities as may become issuable pursuant to the anti-dilution provisions
of the Redeemable Common Stock Purchase Warrants, the Representative's
Warrants (defined below) and the Redeemable Common Stock Purchase Warrants
underlying the Representative's Warrants.
(2) Includes 37,000 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(3) Includes 37,000 Redeemable Common Stock Purchase Warrants that the
Underwriters have the option to purchase to cover over-allotments, if any.
(4) In connection with the Registrant's sale of the securities offered hereby,
the Registrant is granting to the representative of the several Underwriters
warrants (the "Representative's Warrants") to purchase 24,667 shares of
Common Stock, par value US$0.01 per share, and/or 24,667 Redeemable Common
Stock Purchase Warrants. Only 21,163 shares of the Common Stock, par value
US$0.01 per share, underlying the 24,667 Redeemable Common Stock Purchase
Warrants underlying the Representative's Warrants are being registered
hereby.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by American Craft
Brewing International Limited with the Securities and Exchange Commission (File
No. 333-6033) pursuant to the Securities Act of 1933 is Incorporated by
reference into this Registration Statement.
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PART II
Information Not Required In Prospectus
A. Exhibits.
All exhibits filed with or incorporated by reference in Registration Statement
No. 333-6033 are incorporated by reference into, and shall be deemed part of,
this Registration Statement, except the following which are filed herewith:
5.1--Opinion of Appleby, Spurling & Kempe
23.1--Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
23.2--Consent of Arthur Andersen & Co.
B. Financial Statement Schedules.
None
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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 New York,
State of New York, on September 12, 1996.
AMERICAN CRAFT BREWING
INTERNATIONAL LIMITED
By: /s/ James L. Ake
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Name: James L. Ake
Title: Executive Vice President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATE INDICATED.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
* Chairman of the Board of Directors and September 12, 1996
- ----------------------------- Director
Peter W. H. Bordeaux
/s/ James L. Ake Executive Vice President and Chief September 12, 1996
- ----------------------------- Operating Officer (principal executive,
James L. Ake accounting and financial officer)
* Director September 12, 1996
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John F. Beaudette
* Director September 12, 1996
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Norman H. Brown, Jr.
* Deputy Chairman of the Board of September 12, 1996
Directors and
- ----------------------------- Director
Federico G. Cabo Alvarez
* Director
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Wyndham H. Carver
* Director September 12, 1996
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David K. Haines
* Director September 12, 1996
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Joseph E. Heid
Director
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John Campbell
Director
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Tonesan Amissah-Furbert
/s/ James L. Ake As Attorney-in-Fact September 12, 1996
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James L. Ake
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[APPLEBY, SPURLING & KEMPE letterhead]
Your Ref:
Our Ref: TAF/aes
11th September, 1996
American Craft Brewing International Limited
Cedar House
41 Cedar Avenue
Hamilton HM12
Bermuda
Dear Sirs:
We have acted as legal advisers in Bermuda to American Craft Brewing
International Limited (the "Company"), a Bermuda exempted company, in connection
with the preparation of a Registration Statement on Form S-1 (as amended, the
"Registration Statement"), relating to the offer and sale of up to:
(i) 283,667 shares of common stock of the Company, par value $0.01 per share
(the "Common Stock");
(ii) 283,667 redeemable Common Stock purchase warrants (the "Warrants") plus
283,667 shares of Common Stock underlying the Warrants;
(iii) 24,667 representative's warrants (the "Representative's Warrants") plus
24,667 shares of Common Stock underlying the Representative's Warrants;
and
(iv) 24,667 redeemable Common Stock purchase warrants underlying the
Representative's Warrants plus 21,163 shares of Common Stock underlying
the redeemable Common Stock purchase warrants underlying the
Representative's Warrants.
Items (i) to (iv) above are hereinafter together referred to as (the
"Securities")
We have also acted as counsel to the Company, in connection with the
preparation of a Registration Statement on Form S-1 (333-6033), (as amended, the
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APPLEBY, SPURLING & KEMPE
2
"Original Registration Statement"), relating to the offer and sale of securities
of the Company.
We have examined copies of the Memorandum of Amalgamation and Bye-Laws of
the Company, and the amendments thereto, the Registration Statement, all
resolutions adopted by the Company's Board of Directors and other records and
documents that we have deemed necessary for the purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to our opinion, we have relied on statements
and certificates of officers and representatives of the Company and public
officials.
Based on the foregoing, we are of the opinion that the Securities to be
sold by the Company, when duly sold, issued and paid for in accordance with the
terms of the Prospectus included as part of the Original Registration Statement
and incorporated by reference in the Registration Statement, will be validly
issued, fully paid and non-assessable.
For the purposes of this opinion, we have interpreted the phrase
"non-assessable' to mean that the Company could not, under Bermuda law, compel
any holder of its issued and outstanding shares of its capital to pay any
additional amounts in respect of such shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus included as
part of the Original Registration Statement and incorporated by reference in the
Registration Statement.
Yours faithfully,
Appleby, Spurling & Kempe
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[LETTERHEAD OF ARTHUR ANDERSEN & CO.]
September 12, 1996
The Directors
American Craft Brewing International Limited
1 Galleria Boulevard (Suite 912)
Metairie, Louisiana 70001
United States of America
Dear Sirs,
As independent public accountants, we hereby consent to the incorporation
of our report dated July 30, 1996 included in American Craft Brewing
International Limited's Form S-1 (File No. 333-6033) dated September 12,
1996 and to all references to our Firm included in this registration
statement.
Very truly yours,
/s/ Arthur Andersen & Co.
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