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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOUNDERS FOOD & FIRKINS LTD.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1883639
(State or Other Jurisdiction (I.R.S. Employer
ofIncorporation or Organization) Identification No.)
5831 CEDAR LAKE ROAD
ST. LOUIS PARK, MINNESOTA 55416
(Address, including Zip Code, of Principal Executive Offices)
FOUNDERS FOOD & FIRKINS LTD. 1997 STOCK OPTION PLAN
FOUNDERS FOOD & FIRKINS LTD. 1997 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
STEVEN J. WAGENHEIM COPIES TO:
President and Chief Executive Officer
Founders Food & Firkins Ltd. AVRON L. GORDON, ESQ.
5831 Cedar Lake Road BRETT D. ANDERSON, ESQ.
St. Louis Park, Minnesota 55416 Briggs and Morgan, P.A.
(612) 525-2070 2400 IDS Center
(Name, Address and Telephone Minneapolis, Minnesota 55402
Number of Agent for Service) (612) 334-8400
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO OFFERING AGGREGATE AMOUNT OF
BE PRICE PER OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE FEE
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FOUNDERS FOOD & FIRKINS LTD. 1997 STOCK OPTION PLAN
Options to purchase common stock................................ 400,000 N/A N/A N/A
Common stock (par value $0.01 per share)........................ 400,000 shares $3.50 $1,400,000 $369.60
FOUNDERS FOOD & FIRKINS LTD. 1997 DIRECTOR STOCK OPTION PLAN
Options to purchase common stock................................ 250,000 N/A N/A N/A
Common stock (par value $0.02 per share)........................ 250,000 shares $3.50 $875,000 $231.00
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(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the Founders Food & Firkins Ltd.
1997 Stock Option Plan and the Founders Food & Firkins Ltd. 1997 Director
Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of outstanding
shares of common stock.
(2) Estimated solely for the purpose of calculating the registration fee under
Rule 457(h) of the Securities Act of 1933, as amended, and based upon the
average of the high and low prices for such stock on June 27, 2000, as
reported by the Nasdaq SmallCap Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is considered to be part of this registration statement. Information
that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until all of the shares covered by this registration
statement have been sold or deregistered:
- Final Prospectus filed pursuant to Rule 424(b) under the Securities
Act on June 6, 2000 (which contains audited financial statements for
the year ended December 26, 1999);
- Description of our units and common stock contained in our
Registration Statement on Form 8-A (File No. 000-29643) filed on May
24, 2000;
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are governed by Minnesota Statutes Chapter 302A. Minnesota Statutes
Section 302A.521 provides that a corporation shall indemnify any person made or
threatened to be made a party to any proceeding by reason of the former or
present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements and reasonable expenses,
including attorney's fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
As permitted by Section 302A.251 of the Minnesota Statutes, Article 9 of
our Articles of Incorporation provides that we will indemnify and may, in the
discretion of our board of directors, insure our current and former directors,
officers and employees in the manner and to the fullest extent permitted by law.
Section 6.1 of our By-laws provides that we will indemnify, in accordance with
the terms and conditions of Section 302A.521 of the Minnesota Statutes, the
following persons: (a) officers and former officers; (b) directors and former
directors; (c) members and former members of committees appointed or designated
by the board of directors; and (d) employees and former employees.
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The underwriting agreement between us and the underwriter of our initial
public offering contains provisions under which we on the one hand, and the
underwriter, on the other hand, have agreed to indemnify each other (including
our officers and directors, officers and directors of the underwriter and any
person who may be deemed to control us or the underwriter) against certain
liabilities, including liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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4.1 Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 of our Registration Statement
on Form SB-2 (File No. 333-93459) filed December 22,
1999).
4.2 Bylaws (incorporated by reference to Exhibit 3.2 of our
Registration Statement on Form SB-2 (File No. 333-93459)
filed December 22, 1999).
4.3 Specimen common stock certificate (incorporated by
reference to Exhibit 4.2 of our Registration Statement
on Form SB-2/A (File No. 333-93459) filed February 22,
2000).
4.4 Form of Warrant Agreement (including specimen Class A
Warrant certificate) (incorporated by reference to
Exhibit 4.3 of our Registration Statement on Form SB-2/A
(File No. 333- 93459) filed May 15, 2000).
4.5 Specimen unit certificate (incorporated by reference to
Exhibit 4.4 of our Registration Statement on Form SB-2/A
(File No. 333-93459) filed May 15, 2000).
5 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Briggs and Morgan, Professional Association
(included in Exhibit 5).
23.2 Consent of Independent Certified Public Accountant.
24 Powers of Attorney (included on Signature Page).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by the those paragraphs is contained in periodic
reports filed by the registrant
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pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC 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 registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis Park, State of Minnesota, on the 30th day
of June, 2000.
FOUNDERS FOOD & FIRKINS LTD.
By /s/ Steven J. Wagenheim
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Steven J. Wagenheim
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven J. Wagenheim and Mitchel I.
Wachman, and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or 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 SEC,
granting unto said attorneys-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 might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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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Signature Title Date
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/s/ Steven J. Wagenheim President, Chief Executive Officer and June 30, 2000
---------------------------- Director (Principal Executive Officer)
Steven J. Wagenheim
/s/ Mitchel I. Wachman Chief Financial Officer, Secretary and June 30, 2000
---------------------------- Director (Principal Accounting Officer
Mitchel I. Wachman and Principal Financial Officer)
/s/ William E. Burdick Chairman of the Board, Brewmaster and June 30, 2000
---------------------------- Director
William E. Burdick
/s/ Arthur E. Pew III Director June 30, 2000
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Arthur E. Pew III
/s/ James G. Gilbertson Director June 30, 2000
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James G. Gilbertson
/s/ Bruce H. Senske Director June 30, 2000
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Bruce H. Senske
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 of our Registration Statement on Form
SB-2 (File No. 333-93459) filed December 22, 1999).
4.2 Bylaws (incorporated by reference to Exhibit 3.2 of our
Registration Statement on Form SB-2 (File No. 333-93459) filed
December 22, 1999).
4.3 Specimen common stock certificate (incorporated by reference
to Exhibit 4.2 of our Registration Statement on Form SB-2/A
(File No. 333-93459) filed February 22, 2000).
4.4 Form of Warrant Agreement (including specimen Class A Warrant
certificate) (incorporated by reference to Exhibit 4.3 of our
Registration Statement on Form SB-2/A (File No. 333- 93459)
filed May 15, 2000).
4.5 Specimen unit certificate (incorporated by reference to
Exhibit 4.4 of our Registration Statement on Form SB-2/A (File
No. 333-93459) filed May 15, 2000).
5 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Briggs and Morgan, Professional Association
(included in Exhibit 5).
23.2 Consent of Independent Certified Public Accountant.
24 Powers of Attorney (included on Signature Page).
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