<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1997
REGISTRATION NO. 333-9995
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CAPITAL BEVERAGE CORPORATION
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 5181 13-3878747
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1111 EAST TREMONT AVENUE
BRONX, NEW YORK 10460
(718) 409-2337
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CARMINE N. STELLA, PRESIDENT
CAPITAL BEVERAGE CORPORATION
1111 EAST TREMONT AVENUE
BRONX, NEW YORK 10460
(718) 409-2337
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
<TABLE>
<S> <C>
COPIES TO:
WILLIAM E. WEBER, ESQ. M. DAVID SAYID, ESQ.
WEBER & WEBER SAYID AND ASSOCIATES
300 RABRO DRIVE 411 HACKENSACK AVENUE
HAUPPAUGE, NEW YORK 11788 HACKENSACK, NEW JERSEY 07601
TELEPHONE: (516) 232-0301 TELEPHONE: 201-525-4746
FAX: (516) 232-0817 FAX: 201-525-0831
</TABLE>
APPROXIMATE DATE OF SALE TO THE PUBLIC: As soon as practicable after the
Registration Statement becomes effective.
If this form is filed to register additional securities for an Offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (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. [ ]
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
of the Securities Act, please check the following box. [ ]
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,
check the following box. [X]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"),
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) Per Security(2) Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units, consisting of one (1) share of Common
Stock, $.001 par value, and one-half ( 1/2)
Class A Warrant................................ 800,000 $6.25(3) $ 5,000,000 $ 1,515.15
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value.................... 800,000 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Class A Warrants(4).............................. 400,000 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value, underlying the
Class A Warrants (4)(5)........................ 400,000 $6.25 $ 2,500,000 $ 757.57
- -----------------------------------------------------------------------------------------------------------------------
Representative's Unit Purchase Option(6)......... 80,000 $ .001 $ 100.00 $ 1.00
- -----------------------------------------------------------------------------------------------------------------------
Units, each Unit consists of one (1) share of
Common stock, par value $.001 per share, and
one-half ( 1/2) Class A Warrant(6)............. 80,000 $7.50 $ 600,000 $ 181.18
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value underlying
Representative's Unit Purchase Option.......... 80,000 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Class A Warrants underlying Representative's Unit
Purchase Option................................ 40,000 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share,
underlying Class A Warrants in Representative's
Unit Purchase Option(7)........................ 40,000 $5.00 $ 200,000 $ 68.96
- -----------------------------------------------------------------------------------------------------------------------
Selling Securityholders..........................
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share(8)....... 300,000 $6.00 $ 1,800,000 $ 545.45
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share, issuable
upon conversion of Series A Preferred
Stock(9)....................................... 337,500 $6.00 $ 2,025,000 $ 613.63
- -----------------------------------------------------------------------------------------------------------------------
Class A Warrants(10)............................. 675,000 .25 $ 168,750 $ 51.14
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share,
underlying Class A Warrants(11)................ 675,000 $6.25 $ 4,218,750 $ 1,278.41
- -----------------------------------------------------------------------------------------------------------------------
Total............................................ -- -- -- $ 5,012.49
Previously Paid.................................. -- -- -- $ 9,329.20
Total Amount Due................................. -- -- -- $ --
=======================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement covers such additional indeterminate number of shares of Common
Stock and Class A Common Stock Purchase Warrants(the "Class A Warrants") as
may be issued by reason of adjustments in the number of shares of Common
Stock and Class A Warrants pursuant to anti-dilution provisions contained
in the Class A Warrants being registered hereunder and in the
Representative's unit purchase option (the "Unit Purchase Option"). Because
such additional shares of Common Stock and Class A Warrants will, if
issued, be issued for no additional consideration, no registration fee is
required.
(2) Estimated solely for purposes of calculating registration fee.
(3) Of such Unit purchase price, $6.00 has been allocated to the Common Stock
and $.25 has been allocated to each one-half ( 1/2) Class A Warrant ($.50
per whole Class A Warrant).
(4) Each whole Class A Warrant is exercisable over a four (4) year period
commencing on the Effective Date of this Offering into one (1) share of
Common Stock at an exercise price of $6.25 per share.
(5) The number of shares of Common Stock specified is the number which may be
acquired by the holders of the Units upon exercise of whole Class A
Warrants at the exercise price thereof.
(6) The Representative's Unit Purchase Option entitles the Representative to
purchase up to 80,000 Units at 120% of the offering price.
(7) Represents shares of Common Stock that are issuable upon exercise of the
Class A Warrants included in the Representative's Unit Purchase Option.
(8) Represents 300,000 shares of Common Stock that may be sold from time to
time by an officer of the Company. Such officer has agreed that he will not
sell any of such shares prior to the expiration of two (2) years after the
Effective Date without the consent of the Representative.
(9) Represents 337,500 shares of Common Stock that may be offered for sale from
time to time by the Selling Securityholders. Such 337,500 shares of Common
Stock are issuable by the Company to the Selling Securityholders upon
conversion during the period commencing 180 days and ending 360 days after
the Effective Date of 337,500 shares of Series A Preferred Stock acquired
by such Selling Securityholders in the Company's 1996 Private Placement
Financing, unless R.D. White & Co., Inc. and the Company consent to the
conversion of all of the Series A Preferred Stock prior to such 180th day.
(10) Represents 675,000 Class A Warrants issued to 26 accredited investors in
the Company's Private Placement of Units of Series A Preferred Stock and
Class A Warrants, which occurred between January and March 1996.
(11) Represents shares of Common Stock either that may be resold by the Selling
Securityholders after acquisition of such shares upon exercise of Class A
Warrants held by such Selling Securityholders or, alternatively, that may
be issued by the Company to those individuals or entities that purchase
Class A Warrants from the Selling Securityholders.
================================================================================
<PAGE> 3
CAPITAL BEVERAGE CORPORATION
CROSS-REFERENCE SHEET
SHOWING LOCATION IN PROSPECTUS OF PART I ITEMS OF FORM SB-2
<TABLE>
<CAPTION>
ITEM NUMBER AND HEADING
IN FORM SB-2 REGISTRATION STATEMENT LOCATION IN PROSPECTUS
------------------------------------------ ------------------------------------------
<C> <S> <C>
1. Front of Registration Statement and
Outside Front Cover of Prospectus....... Front of Registration Statement; Outside
Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus........................... Inside Front and Outside Back Cover Pages
of Prospectus
3. Summary Information and Risk Factors...... Prospectus Summary; Risk Factors
4. Use of Proceeds........................... Prospectus Summary; Use of Proceeds
5. Determination of Offering Price........... Risk Factors; Underwriting
6. Dilution.................................. Risk Factors; Dilution
7. Selling Securityholders................... Selling Securityholders
8. Plan of Distribution...................... Outside Front Cover Page of Prospectus;
Underwriting
9. Legal Proceedings......................... Business
10. Directors, Executive Officers, Promoters
and Control Persons..................... Management
11. Security Ownership of Certain Beneficial
Owners and Management................... Principal Stockholders
12. Description of Securities................. Description of Securities
13. Interest of Named Experts and Counsel..... Legal Matters; Experts
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................. Risk Factors; Management
15. Organization Within Last Five Years....... Prospectus Summary; Business
16. Description of Business................... Prospectus Summary; Risk Factors; Business
17. Management's Discussion and Analysis or
Plan of Operation....................... Management's Discussion and Analysis of
Financial Condition and Results of
Operations
18. Description of Property................... Business
19. Certain Relationships and Related
Transactions............................ Certain Transactions; Management
20. Market for Common Equity and Related
Stockholder Matters..................... Outside Front Cover Page of Prospectus;
Prospectus Summary; Dividend Policy;
Description of Securities; Shares Eligible
for Future Sale
21. Executive Compensation.................... Management
22. Financial Statements...................... Selected Financial Data; Financial
Statements
23. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure.............................. Not Applicable
</TABLE>
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was a director or officer of the corporation. Such indemnity
may be against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding, if the indemnitee acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, the
indemnitee must not have had reasonable cause to believe his conduct was
unlawful.
Section 145(b) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of the corporation
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interest of the corporation.
Section 145(g) of the General Corporation Law provides in general that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any
liability asserted against him or incurred by him in any capacity, or arising
out of his status as such, whether or not the corporation would have the power
to indemnify him against such liability under the provisions of the law.
The Company's By-Laws and Certificate of Incorporation provide that the
Company will indemnify its officers, directors, employees and agents to the
fullest extent permitted by the General Corporation Law.
Section 102(b) of the General Corporation Law permits a Delaware
corporation, by so providing in its Certificate of Incorporation, to eliminate
or limit the personal liability of a director to the corporation for damages
arising out of certain alleged breaches of the director's duties to the
corporation. The General Corporation Law, however, provides that no such
limitation of liability may affect a director's liability with respect to any of
the following: (i) for breach of the director's duty of loyalty to the
corporation of its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payment of dividends or unlawful purchase or redemption of its capital
stock, or (iv) for any transaction from which the director derived an improper
personal benefit.
The Company's Certificate of Incorporation eliminates the personal
liability of the directors to the fullest extent permitted by Section 102(b) of
the General Corporation Law.
II-1
<PAGE> 5
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized statement of the estimated expenses to be
incurred by the Registrant in connection with this Offering (excluding the
Representative's non-accountable expense allowance):
<TABLE>
<S> <C>
SEC Registration fee.................................................... $ 8,892
NASD filing fee......................................................... 3,098
NASDAQ listing fee...................................................... 10,000
Blue Sky fees and expenses.............................................. 30,000*
Printing and engraving expenses......................................... 75,000*
Legal fees and expenses of issuance..................................... 100,000*
Accounting fees and expenses............................................ 60,000*
Transfer agent fees and expenses........................................ 5,000*
Miscellaneous........................................................... 53,010*
--------
TOTAL................................................................. $345,000*
========
</TABLE>
- ---------------
* Estimated
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
Within the past three years, the Registrant sold the following securities.
PRIVATE PLACEMENT OF UNITS
Between December 1995 and March 1996, the Company conducted a private
offering under Section 4(2) of the Securities Act and Regulation D promulgated
thereunder, of units ("Units") of its Series A Preferred Stock and Class A
Warrants (the "Units Financing"). Each Unit consisted of 12,500 shares of Series
A Preferred Stock and 25,000 Class A Warrants. A total of 27 Units, consisting
of an aggregate of 337,500 shares of Series A Preferred Stock and 675,000 Class
A Warrants, were sold to 26 "accredited investors" (as such term is defined in
the Securities Act) for gross offering proceeds of $1,350,000. Pursuant to an
Agency Agreement, dated December 6, 1995, the Company retained the
Representative as its exclusive agent in connection with the Units Financing and
paid the Representative a selling commission equal to 10% of the gross proceeds
from the sale of the Units ($135,000) and a non-accountable expense allowance
equal to 1% of such gross proceeds ($13,500). Approximately $800,000 of the net
proceeds of the Units Financing were used to acquire the Pabst Distribution
Rights. The balance of such net proceeds were used for purchase of inventory of
Pabst Products, for legal fees related to such financing and general corporate
purposes.
PRIVATE PLACEMENT OF BRIDGE NOTES
In June 1996, the Company conducted a private offering under Section 4(2)
of the Securities Act and Regulation D promulgated thereunder, of its 12%
Convertible Bridge Notes ("Bridge Financing"). The Convertible Bridge Notes were
purchased by two (2) accredited investors for aggregate gross offering proceeds
of $250,000. The Convertible Bridge Notes, including accrued interest thereon,
are due one (1) year after issuance but will automatically be converted into an
aggregate of 2,500,000 Class A Warrants upon the Effective Date of this
Prospectus. The Company retained the Investors Associates Inc. as its exclusive
placement agent (the "Placement Agent") in connection with such private
placement. As compensation for the services as Placement Agent, the Company paid
the Investors Associates Inc. a selling commission equal to 10% of the gross
proceeds of the Bridge Financing in ($25,000) and a non-accountable expense
allowance of 1% of such gross proceeds ($2,500). The proceeds of the Bridge
Financing were used principally for purchase of inventory of Pabst Products, for
legal fees related to such financing and general corporate purposes. In June
1997, the holders of all of the Convertible Bridge Note waived their right to
convert the notes into Class A Warrants. The Convertible Bridge Notes will be
repaid in full with the proceeds of this offering.
II-2
<PAGE> 6
In connection with all the transactions described above, no general
advertisement or solicitation of offerees was made, and all purchasers signed
and delivered to the Registrant agreements wherein they represented, among other
things, that the securities would be held for their own account, for investment
only and not with a view to the distribution thereof. The certificates
representing such securities bear legends restricting transferability in
transactions not registered under the Act, and the Registrant's records bear
stop transfer restrictions with respect thereto.
ITEM 27. EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGES
- ----------- --------------------------------------------------------------------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement.**
1.2 Form of Agreement Among Underwriters.**
1.3 Form of Selected Dealer Agreement.**
3.1 Certificate of Incorporation.**
3.2 Certificate of Designations, As Amended, Relating to Series A
Preferred Stock.**
3.3 Form of Certificate of Designations Relating to Series B Preferred
Stock.**
3.4 ByLaws.**
4.1 Specimen Common Stock Certificate.**
4.2 Specimen Series A Preferred Stock Certificate.**
4.3 Specimen Series B Preferred Stock Certificate.**
4.5 Form of Convertible Bridge Note.**
4.6 Form of Class A Warrants Issued to Certain Members of Management.**
4.7 Form of Class A Warrants Issued in 1996 Private Placement
Financing.**
4.8 Form of Representative's Unit Purchase Option Agreement.**
4.9 Form of Warrant Agreement.**
5.1 Opinion of Law Offices of Weber & Weber, Counsel for the Registrant,
as to the legality of the Securities being registered.**
10.1 Agreement with Consolidated Beverage Corp. relating to Pabst
Distribution Rights **
10.2 Form of Series of Promissory Notes to Consolidated Beverage
Corporation **
10.3 Bill of Sale from Consolidated Beverage Corp. to Registrant.**
10.4 Distributorship Agreement with Pabst Brewing Company**
10.5 Agency Agreement with Vito Santoro, Inc.**
10.6 Employment Agreement between Registrant and Carmine N. Stella.**
10.7 1996 Incentive Stock Option Plan.**
10.8 Agreement with Carmine N. Stella relating to Option to acquire Vito
Santoro, Inc.**
10.9 Merger Agreement relating to Vito Santoro, Inc.**
23.1 Consent of Feldman, Radin & Co., P.C., Certified Public Accountants.
23.2 Consent of Weber & Weber (included in their opinion filed as Exhibit
5.1).
24.1 Power of Attorney (contained on signature page hereof).**
</TABLE>
- ---------------
** Previously filed.
II-3
<PAGE> 7
ITEM 28. UNDERTAKINGS
The undersigned small business issuer undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereto) which, individually or together,
represent a fundamental change in the information in the Registration
Statement; and
(iii) include any material information relating the plan of
distribution not previously disclosed in the Registration Statement or any
material change in such information.
(2) For the purpose of determining liability under the Securities Act,
treat each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering thereof.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the Offering.
The small business issuer hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
names as required by the Underwriters to permit prompt delivery to each
purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions or otherwise, the small
business issuer has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer, will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of the
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1) or (4) or 497
(h) under the Securities Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.
For purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement for the securities offered in the Registration
Statement, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of those securities.
If the Company becomes aware subsequent to the effective date of this
registration statement that either the Underwriter, or any other underwriter or
dealer intends to acquire securities from any Selling Securityholder or if the
Underwriter waives any lock-up agreement, a post-effective amendment will be
required to reflect the acquisition of 10% or more of the Company's unrestricted
securities and a sticker supplement will be required if the amount involved
falls between the range of 5% and 10% of the Company's unrestricted securities.
The Underwriter has not entered into any plans, proposals, agreements or
understandings with any of the Selling Securityholders with respect to the
purchase or sale of the Selling Securityholders' shares. In the event the
Underwriter enters into any transaction with Selling Securityholders involving
the sale of five percent
II-4
<PAGE> 8
(5%), but less than ten percent (10%) of the shares registered by Selling
Securityholders in the aggregate hereunder, the Company will file a "sticker"
supplement to this Registration Statement pursuant to Rule 424(c) of the
Securities Act. Further, in the event the Underwriter enters into a transaction
with Selling Securityholders involving the sale of ten percent (10%) or greater
of the Selling Securityholders' shares, in the aggregate, registered hereunder,
the Company shall have to file a post-effective amendment to this Registration
Statement.
II-5
<PAGE> 9
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form SB-2 and has authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, at Hauppauge, State of New York, on July 8, 1997.
CAPITAL BEVERAGE CORPORATION
By: /s/ CARMINE N. STELLA
------------------------------------
Name: Carmine N. Stella
Title: Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Carmine N. Stella and Eugene Fernandez, each or
either of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue thereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on July 8, 1997, by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ---------------------------------------------
<C> <S>
/s/ CARMINE N. STELLA Chairman of the Board, President and Chief
- --------------------------------------------- Executive Officer (Principal Executive
Carmine N. Stella Officer)
/s/ CAROL MACCHIARULO Secretary and Treasurer (Principal Financial
- --------------------------------------------- and Accounting Officer)
Carol Macchiarulo
/s/ EUGENE FERNANDEZ Director
- ---------------------------------------------
Eugene Fernandez
</TABLE>
II-6
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.**
1.2 Form of Agreement Among Underwriters.**
1.3 Form of Selected Dealer Agreement.**
3.1 Certificate of Incorporation.**
3.2 Certificate of Designations, As Amended, Relating to Series A Preferred Stock.**
3.3 Form of Certificate of Designations Relating to Series B Preferred Stock.**
3.4 ByLaws.**
4.1 Specimen Common Stock Certificate.**
4.2 Specimen Series A Preferred Stock Certificate.**
4.3 Specimen Series B Preferred Stock Certificate.**
4.5 Form of Convertible Bridge Note.**
4.6 Form of Class A Warrants Issued to Certain Members of Management.**
4.7 Form of Class A Warrants Issued in 1996 Private Placement Financing.**
4.8 Form of Representative's Unit Purchase Option Agreement.**
4.9 Form of Warrant Agreement.**
5.1 Opinion of Law Offices of Weber & Weber, Counsel for the Registrant, as to the
legality of the Securities being registered.**
10.1 Agreement with Consolidated Beverage Corp. relating to Pabst Distribution Rights **
10.2 Form of Series of Promissory Notes to Consolidated Beverage Corporation **
10.3 Bill of Sale from Consolidated Beverage Corp. to Registrant.**
10.4 Distributorship Agreement with Pabst Brewing Company**
10.5 Agency Agreement with Vito Santoro, Inc.**
10.6 Employment Agreement between Registrant and Carmine N. Stella.**
10.7 1996 Incentive Stock Option Plan.**
10.8 Agreement with Carmine N. Stella relating to Option to acquire Vito Santoro, Inc.**
10.9 Merger Agreement relating to Vito Santoro, Inc.**
23.1 Consent of Feldman, Radin & Co., P.C., Certified Public Accountants.
23.2 Consent of Weber & Weber (included in their opinion filed as Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereof).**
</TABLE>
- ---------------
* To be filed by amendment.
** Previously filed.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form SB-2 of our
report dated March 31, 1997 relating to the financial statements of Capital
Beverage Corporation as of December 31, 1996 and for each of the years in the
two year period then ended and the reference to our firm under the captions
"Selected Financial Data" and "Experts" in the accompanying Prospectus.
/s/ FELDMAN RADIN & CO., P.C.
--------------------------------------
Feldman Radin & Co., P.C.
Certified Public Accountants
July 7, 1997
New York, New York
