<PAGE>
United States SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES ACT OF 1934
For the fiscal year ended October 31, 1997
Commission File Number 1-12119
AMERICAN CRAFT BREWING INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Bermuda 72-1323940
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
One Galleria Boulevard, Suite 1714, Metairie, Louisiana 70001
(Address, including zip code, of Principal Executive Offices)
(504) 849-2739
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock: Redeemable Common Stock
Boston Stock Exchange Purchase Warrants:
Boston Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark whether the registrant: (1) has filed all reports
required to be filed by Section 12 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-K or any amendment to this Form
10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant on January 22, 1998, based on the closing price on that date of
$1.125 on the Nasdaq SmallCap Market was $2,019,236*
The number of shares outstanding of the Registrant's Common Stock as of
January 21, 1998: 3,796,876.
American Craft Brewing International Limited
Amendment No. 1 on Form 10K/A to Annual Report
on Form 10-K for the Fiscal Year Ended October 31, 1997
* The aggregate market value of the voting stock held by non-affiliates was
estimated by excluding only those shares held by directors, officers and
principle shareholders filing schedule 13D and/or 13G.
<PAGE>
ITEM III
Items 10, 11, 12 and 13 or Part III of the Registrant's Annual Report on Form
10-K for the fiscal year ended October 31, 1997 are hereby amended and restated
in their entirety as follows:
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below are members of the Company's Board of Directors. Also set
forth below as to each director is his age, the year in which such person was
first elected a director, a brief description of such director's principal
occupation and business experience during the past five years, directorships of
certain companies presently held by such persons and certain other information,
which information has been furnished by the respective individuals.
Peter W. H. Bordeaux
Age 49
Mr. Bordeaux has been Chairman of the Board of Directors of AmBrew
International since June 5, 1996 and has been associated with its subsidiaries
since August 9, 1994. Mr. Bordeaux has been President and Chief Executive
Officer of AmBrew International since February 12, 1997. Prior to his
employment in these positions and since 1982, Mr. Bordeaux was President and
Chief Executive Officer of New Orleans-based Sazerac Company, Inc. ("Sazerac"),
the tenth largest United States producer, importer and exporter of spirits as
well as a large U.S. distributor of wine, beer and non-alcoholic beverages. Mr.
Bordeaux had been with Sazerac since 1980. In addition, Mr. Bordeaux had served
as Chairman of Concorde Holdings ("Concorde"), since November 1994, and had
served as President, since 1992, of Leestown Company, Inc., which owns the
world's largest bourbon distillery. Mr. Bordeaux is Vice Chairman of the Board
of the National Association of Beverage Importers, a Board Member, Vice
President and member of the Executive Committee of the Board of the World Trade
Center, New Orleans, Chairman of the International Advisory Council of Hibernia
National Bank (New Orleans) and a Board Member and Treasurer of Episcopal
Housing for Seniors, Inc.
Steven A. Rothstein
Age 47
Mr. Rothstein was appointed to fill an existing vacancy in the Company's
Board of Directors by the incumbent Board in March 1997. Mr. Rothstein has been
the Chairman of the Board of National Securities Corporation, a securities
broker-dealer, since 1995. Mr. Rothstein also is Chairman of the Board and
President of Olympic Cascade Financial Corporation, the parent holding company
of National Securities Corporation. From 1994 to 1995, Mr. Rothstein served as
a Managing Director of H.J. Meyers & Co., a securities broker-dealer. From 1992
to 1994, he served as a Managing Director of Rodman and Renshaw, a securities
broker-dealer. From 1989 to 1992, he served as a Managing Director of
Oppenheimer & Co., a securities broker-dealer. Prior to that, he was a limited
partner of Bear Stearns & Co., a securities broker-dealer. Mr. Rothstein
received a BA degree from Brown University. He is currently a director of
SigmaTron International, Inc., New World Coffee, Inc., and Vita Food Products,
Inc. and Gateway Data Sciences Corporation.
Steve Tebo
Age 41
Mr. Tebo was appointed to fill an existing vacancy in the Company's Board
of Directors by the incumbent Board on February 19, 1998. Mr. Tebo is the
President and founder of Castle Development, Ltd., a consulting firm. During
the past five years Mr. Tebo has held the same position.
<PAGE>
Set forth below as to Mr. Ake and certain significant employees of the Company
who are not members of the Board of Directors is his or her age, a brief
description of the principal occupation and business experience during the past
five years, directorships of certain companies presently held by such persons,
and certain other information, which information has been furnished by the
respective individuals.
James L. Ake, age 53, has been the Executive Vice President and Chief
Operating Officer of AmBrew International since June 5, 1996 and has been
associated with its subsidiaries since August 9, 1994. Mr. Ake has been
President of AmBrew USA, AmBrew International's U.S. subsidiary, since December
1996. Before joining the Company, Mr. Ake had been the Director of Financial
Analysis and Planning for Sazerac since 1993 where he was responsible for
expansion of operations overseas with emphasis on ventures in the Pacific Rim
countries. In addition, from November 1994 to June 1996, Mr. Ake had served as
Managing Director of Concorde. Prior to joining Sazerac, Mr. Ake was a director
in Zapata-Haynie Corporation in Hammond, Louisiana, the largest fishing company
in the United States, where Mr. Ake was responsible for corporate planning,
oversaw profitability, and development of various departments. Mr. Ake is a
registered engineer and is involved with the Japan-Louisiana Friendship
Foundation.
Stephen B. Armstrong, age 35, joined the Company in connection with the
Company's acquisition of AmBrew USA (formerly Atlantis Import Company
("Atlantis")). Mr. Armstrong is the Executive Vice President and General
Manager of AmBrew USA. Before joining the Company, Mr. Armstrong was the
founder and President of Atlantis, a national beer importer, from 1994 through
1996. From 1992 to 1996, Mr. Armstrong served as Vice-President and
Director of Sales and Marketing for Dixie Brewing Company, a regional brewery
located in New Orleans, Louisiana.
Nancy R. Hernandez, age 29, joined the Company in December of 1996 as
the Company's Controller. Before joining the Company, Ms. Hernandez was the
Accounting Manager for Tropical Export Co., a global exporter of industrial and
automotive parts and equipment, from 1993 to 1996 Ms. Hernandez had been with
Tropical Export since 1986. During 1995 and 1996. Ms. Hernandez also served as
Treasurer for Tropical Sales Ltd., a truck parts and equipment retail store. Ms.
Hernandez is a member of the New CPA Committee for the Society of Louisiana
Certified Public Accountants.
Dean McGuinness, age 25, is the General Manager of Celtic Brew LLC
("Celtic"), the Company's majority-owned brewery in Enfield, Ireland. Mr.
McGuinness has completed the intensive brewing program at the Siebel Brewing
Institute. Before joining the Company in August of 1996, Mr. McGuinness acted
as consultant and Marketing Manager for TourIT Ltd, a market research firm,
where he developed and implemented numerous marketing strategies utilizing
the Internet for promotional efforts, travel reservations, market research and
integrated information management. During 1994 and 1995 Mr. McGuinness acted as
consultant to various service management companies, including Market Research
Consultancy and the Centre for Quality Service Management. Mr. McGuinness earned
his Bachelor of Commerce and Masters of Business Studies during 1989-1994. Mr.
McGuinness is the son of Mr. Aidan McGuinness, the Company's joint venture
partner in Ireland.
<PAGE>
Item 11. EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth the cash compensation
earned by or paid to American Craft Brewing International Limited's (the
"Company") Chief Executive Officer and Chief Operating Officer for the fiscal
year ended October 31, 1997. Only the Chief Executive Officer had salary and
bonus in excess of $100,000 during the fiscal year ended October 31, 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation(1)
----------------------------------------------------------
Annual Compensation Payouts
--------------------------- -----------------------------
Name and Awards Long Term
Principal Option & Incentive All Other
Position Year Salary (2) Bonus (3) Other Warrant Awards Payouts Compensation
- ----------- ---- ---------- --------- ----- --------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Peter Bordeaux
Chairman, President and
Chief Executive Officer 1997 $141,667 $50,000 $32,173 200,000 --- $1,419
James L. Ake
Executive Vice President and 1997 $ 88,000 --- $ 8,172 75,000 --- $4,277
Chief Operating Officer 1996 $ 22,917 --- --- ---
Stephen B. Armstrong
Executive VP and GM
AmBrew USA 1997 $ 59,000 --- $ 6,308 10,000 --- $ 152
</TABLE>
- -------
(1) The Company has no long-term incentive compensation plans other than the
Stock Option Plan.
(2) Amounts shown include compensation deferred pursuant to Section 401(k) of
the Internal Revenue Code of 1986, as amended.
(3) The Company has no formal bonus plan and does not provide for deferred
awards. The Company may pay bonuses based on individual and Company
performance.
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing he percentage change in the
cumulative return to the shareholders of the Company's Common Stock with the
cumulative return of the Nasdaq Composite and of a Peer Group for the period
commencing September 11, 1996 (the date of the Company's initial public
offering) and ending October 31, 1997. Returns for the indicies are weighted
bases on market capitalization.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
TOTAL RETURN ANALYSIS 9/11/96 10/31/96 10/31/97
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AMERICAN CRAFT BREWING INT'L. $ 100 $ 67 $ 60
- ------------------------------------------------------------------------------------------------------------
Peer Group $ 100 $ 75 $ 63
- ------------------------------------------------------------------------------------------------------------
Nasdaq Composite (US) $ 100 $ 106 $ 138
- ------------------------------------------------------------------------------------------------------------
Source: Carl Thompson Associates www.ctaonline.com (303) 494-5472. Data from Bloomberg Financial Markets
</TABLE>
The Company's peer group, selected by the Company in good faith, is
comprised of five other publicly traded craft brewing companies. Pyramid
Breweries, Inc; Frederick Brewing Co.; Michigan Brewery, Inc.; Lion Brewery,
Inc.; and Redhook Ale Brewery incorporated.
<PAGE>
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of January 23, 1998 (i ) of each
person (or group of affiliated persons) who is known by the Company to own
beneficially more than 5% of the Common Stock, (ii) of the Company's directors
and named executive officers and (iii)of all directors and executive officers as
a group.
<TABLE>
<CAPTION>
Number of Shares
Beneficial Owner Beneficially Owned (1) Percent of Total
- ------------------- ------------------------- --------------------
<S> <C> <C>
James L. Ake (3) 75,000 2.0%
One Galleria Boulevard, Suite 1714
Metairie, Louisiana 70001
Stephen B. Armstrong (3) 16,937 0.4%
One Galleria Boulevard, Suite 1714
Metairie, Louisiana 70001
Peter W. H. Bordeaux (2) 338,733 9.0%
One Galleria Boulevard, Suite 1714
Metairie, Louisiana 70001
Federico G. Cabo Alvarez (3) 1,012,400 27%
Cabo Distributing Company
9657 East Rush Street
South El Monte, California 91733
David K. Haines (3) 380,000 10.1%
A3, 3/F, University Heights
42 Kotewall Road, Mid Level
Hong Kong
Steven A. Rothstein (3)(4) 15,160 (5)
National Securities Corporation
875 North Michigan Avenue, Suite 1560
Chicago, Illinois 60611
Mellon Bank Corporation 200,000 5.3%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
All executive officers and Directors as a 445,830 11.7%
group (4 persons)(2)(3)
</TABLE>
- ------------
(1) Applicable percentage of ownership, except as described in note 2 to this
table is based on 3,796,876 shares of Common Stock outstanding as of the
date hereof. Beneficial ownership is determined in accordance with the
rules of the Commission and generally includes voting or investment power
with respect to securities, subject to community property laws, where
applicable.
(2) Includes Mr. Bordeaux's vested options to purchase 133,333 shares of Common
Stock. Mr. Bordeaux's percentage of outstanding shares was calculated by
adding to the number of outstanding shares 133,333 shares deemed to be
issued pursuant to Securities Exchange Act Rule 13d-3(d)(1).
(3) Includes vested options granted under the Stock Option Plan of 1996 as
amended. The percentage of outstanding shares was calculated by adding to
the number of shares outstanding that number of shares deemed to be issued
pursuant to Securities Exchange Act Rule 13d-3(d)(1).
(4) Represents warrants to purchase 3,160 shares of Common Stock owned by Mr.
Rothstein, which warrants are exercisable.
(5) Less than 1%.
<PAGE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1997, the Company entered into a lease at a current monthly rent
of $6,625 with Corporation Calfik, a company wholly-owned by Federico G. Cabo
Alvarez, one of AmBrew International's principal shareholders, to lease a
21,443 square foot facility near the Mexico-United States border at which
the Company operates Cerveceria Rio Bravo . The lease term is five years with
yearly incremental rent increases ending on September 10, 2001 for a total
operating lease commitment over the remaining four-year period ending September
11, 2001of $328,125. The lessor has the option to renew the lease for an
additional 5 years, with a 6% increase in base rent on the first year of the
option and at least a 6% increase in base rent there after.
In January 1997, the Company obtained the U.S. distribution rights for the
Cerveza Mexicali brand from a shareholder ("the licensor"). A $250,000 deposit
was placed with the licensor as a down payment on the final purchase price to be
determined by independent appraisal in June 1998. The existing inventory was
purchased from the shareholder for $114,667, and a royalty of $0.40 will be paid
to this individual on all sales through June 1998. Through September 1997,
sales of the Cerveza Mexicali brand have been invoiced and collected by the
shareholder on behalf of AmBrew USA. Certain expenses incurred by the
shareholder related to these sales are reimbursed using the cash receipts
collected by the licensor. The same shareholder holds the lease on the
Cerveceria Rio Bravo facility. Since September 1997, AmBrew USA has been
invoicing and collecting on the sales of Cerveza Mexicali.
Pursuant to the Employment Agreement between Mr. Bordeaux and the Company
dated February 12, 1997, the Company agreed to loan to Mr. Bordeaux an amount
equal to $200,000 with interest payable quarterly in arrears at a rate per annum
equal to the prime rate of interest as reported in The Wall Street Journal
changing as and when such prime rate shall change. Mr. Bordeaux will be
required to repay this amount, including accrued interest, on the fifth
anniversary of the date of his Employment Agreement or upon termination of his
employment by the Company for Cause (as defined in the Employment Agreement) or
if terminated by Mr. Bordeaux, unless his employment has been constructively
terminated. As of the date hereof, the Company has loaned Mr. Bordeaux $35,000
on such terms.
During fiscal 1997, AmBrew International entered a joint venture with Aidan
McGuinness to operate Celtic Brew LLC ("Celtic Brew"), a brewery located in
Enfield, county Meath, Ireland. AmBrew International has a 60% interest in the
venture. Aidan McGuinness is also a partner in Twin Meadows, another joint
venture that produces beer. The Celtic Brew and Twin Meadows breweries are both
located in a building that is leased from Aidan and Mark McGuinness. Various
operating costs are shared by Celtic Brew and Twin Meadows and are allocated
between the companies.
In May 1997 the Company entered into a lease for a current monthly rate of
$1,050 with Aidan and Mark McGuinness. Mr. Aidan McGuinness is the Company's
joint venture partner in Ireland. The lease for the brewing facility in Dublin
has a term of 21 years, expiring in April 2018. The lessee has the option to
cancel the lease in years 5,10 or 15 during the life of the lease. Total
operating lease commitments over the period ending April 2002, the earliest date
to cancel the lease, is $52,500.
Mr. Rothstein is Chairman of the Board of National Securities Corporation, a
securities broker-dealer, which performed investment banking services in
connection with the Offering. In connection with such services, National
Securities Corporation received underwriting fees and discounts.
The Company has adopted a policy whereby transactions between the Company and
its officers, directors, principal stockholders and any affiliates of the
foregoing persons are made on terms no less favorable to the Company than could
reasonably be obtained in an arms length transaction with independent third
parties, and that any such transactions also be approved by a majority of the
Company's disinterested outside directors.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
<TABLE>
<CAPTION>
NAME NUMBER OF LATE REPORTS NUMBER OF KNOWN FAILURES
- ------ ---------------------- ------------------------
<S> <C> <C>
James L. Ake 0 2
Stephen B. Armstrong 0 2
John Beaudette 0 2
Peter Bordeaux 0 2
Federico Cabo Alvarez 0 2
Wyndham Carver 0 2
Joseph Heid 0 2
Charles Jarvie 0 2
David Haines 0 1
Edward McDonnell 0 2
Steven Rothstein 0 2
Steve Tebo 0 0
Susanna Townsend 0 2
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN CRAFT BREWING
INTERNATIONAL LIMITED
Date: March 2, 1998 /s/ Peter Bordeaux
---------------------------
Peter Bordeaux
President, Chief Executive Officer,
and Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacity and on the dates indicated.
March 2, 1998 /s/ Peter Bordeaux
---------------------------
Peter Bordeaux
President, Chief Executive Officer,
and Chairman of the Board
March 2, 1998 /s/ James L. Ake
---------------------------
James L. Ake
Executive Vice President,
Chief Operating Officer, and
Secretary
March 2, 1998 /s/ Nancy R. Hernandez
---------------------------
Nancy R. Hernandez
Controller
March 2, 1998 /s/ Steve Rothstein
---------------------------
Steve Rothstein, Director
March 2, 1998 /s/ Steve Tebo
---------------------------
Steve Tebo, Director
