<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1998
REGISTRATION NO. 33-
------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
CBR BREWING COMPANY, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0145422
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYEE I.D. NUMBER)
OF INCORPORATION OR ORGANIZATION)
433 NORTH CAMDEN DRIVE, SUITE 600
BEVERLY HILLS, CALIFORNIA 90210
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(Address of Principal Executive Office, including Zip Code)
1998 STOCK OPTION PLAN
-------------------------------------
(Full title of the agreement)
(310) 274-5172
-------------------------------------
(Telephone number, including area code, of agent for service)
COPIES TO:
DAVID L. FICKSMAN, ESQ.
LOEB & LOEB LLP
1000 WILSHIRE BOULEVARD, SUITE 1800
LOS ANGELES, CALIFORNIA 90017
(213) 688-3698
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE FEE
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COMMON STOCK 800,000 $6.00 $4,800,000 $1,416
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</TABLE>
(1) DETERMINED PURSUANT TO RULE 457(h).
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULES 457(h), BASED ON THE AVERAGE OF THE BID AND ASKED PRICE
AS OF APRIL 23, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of CBR Brewing Company, Inc. (the
"Company") previously filed with the Securities and Exchange Commission (the
"Commission") by the Company are incorporated into this Registration
Statement by reference:
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all shares offered hereunder have been sold or deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, each having a par value $.0001 per share. Common
Stock may be issued in two classes, denominated as Class A Common Stock and
Class B Common Stock. Class A Common Stock consists of 90,000,000 shares and
Class B Common Stock consists of 10,000,000 shares. The holders of Class B
Common Stock vote as a class with the holders of Class A Common Stock.
Holders of Class A Common Stock are entitled to one vote per share, and
holders of Class B Common Stock are entitled to two votes per share on any
matter submitted to the holders of Common Stock. Voting rights are not
cumulative, and, therefore the holders of more than 50% of the voting power
of the Common Stock of the Company could, if they choose to do so, elect all
of the directors.
Upon liquidation, dissolution or winding up of the Company, the
assets of the Company, after payment of liabilities and distribution to the
holders of any preferred stock, will be distributed pro rata to the holders
of the Common Stock. The holders of the Common Stock do not have preemptive
rights to subscribe for any securities of the Company and have no right to
require the Company to redeem or purchase their shares.
Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the Company,
out of funds legally available therefor. The Company has not paid any cash
dividends on its Common Stock, and it is unlikely that any such dividends
will be declared in the foreseeable future.
2
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No such interests.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 607.014 of the Florida General Corporation
Act, the Company may indemnify its officers and directors against liability
incurred in connection with a proceeding (other than an action by or in the
right of, the Company) if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company may
indemnify any officer or director in a proceeding by or in the right of the
Company against expenses and amounts paid in settlement not exceeding, in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed to the best
interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall be
adjudged to be liable unless, and only to the extent that, a court shall
determine that despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deemed proper.
Under Florida law, corporations may also purchase and maintain
insurance or make other financial arrangements on behalf of any person who is
or was a director or officer (or is serving at the request of the corporation
as a director or officer of another corporation) for any liability asserted
against such person and any expenses incurred by him in his capacity as a
director or officer. These financial arrangements may include trust funds,
self insurance programs, guarantees and insurance policies.
Article XI of the Articles of Incorporation of the Company provides
that the Company shall indemnify any present or former director to the
fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as a part of
this Registration Statement, which Exhibits are incorporated herein.
3
<PAGE>
4.1 1998 Stock Option Plan
5.1 Opinion of Loeb & Loeb LLP (including consent)
23.1 Consent of Deloitte Touche Tohmatsu
23.2 Consent of Ernst & Young
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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 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 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Hong Kong, on April 24, 1998.
CBR BREWING COMPANY, INC.
By: /s/ Zi-shou Chen
------------------------------
Zi-shou Chen
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
CBR BREWING COMPANY, INC.
(Registrant)
By: /s/ Zi-shou Chen April 24, 1998
-----------------------------------------
Zi-shou Chen
President and Director
By: /s/ John Zhao Li April 24, 1998
-----------------------------------------
John Zhao Li
Vice President and Director
By: /s/ Gary C. K. Lui April 24, 1998
-----------------------------------------
Gary C. K. Lui
Chief Financial Officer
5
<PAGE>
By: /s/ Lee-tak Wong April 24, 1998
-----------------------------------------
Lee-tak Wong
Director
By: /s/ Jin-qiang Zhang April 24, 1998
-----------------------------------------
Jin-qiang Zhang
Director
By: /s/ Guang-wei Liang April 24, 1998
-----------------------------------------
Guang-wei Liang
Director
By: /s/ Deng-chen Yin April 24, 1998
-----------------------------------------
Deng-Chen Yin
Director
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 1998 Stock Option Plan
5.1 Opinion of Loeb & Loeb LLP (including consent)
23.1 Consent of Deloitte Touche Tohmatsu
23.2 Consent of Ernst & Young
</TABLE>
7
<PAGE>
CBR BREWING COMPANY, INC.
1998 STOCK OPTION PLAN
1. ESTABLISHMENT, PURPOSE AND DEFINITIONS.
a. The 1998 Stock Option Plan (the "Plan") of CBR Brewing
Company, Inc., a Florida corporation (the "Company"), is hereby adopted. The
Plan shall provide for the issuance of incentive stock options ("ISOs") and
nonqualified stock options ("NSOs") to purchase the Stock of the Company.
b. The purpose of this Plan is to promote the long-term
success of the Company by attracting, motivating and retaining directors,
officers and key employees and consultants of the Company and its Affiliates
(the "Participants") through the use of competitive long-term incentives
which are tied to shareholder value. The Plan seeks to balance Participants'
and shareholder interests by providing incentives to the Participants in the
form of stock options which offer rewards for achieving the long-term
strategic and financial objectives of the Company.
c. The Plan is intended to provide a means whereby
Participants may be given an opportunity to purchase shares of Stock of the
Company pursuant to (i) options which may qualify as ISOs under Section 422
of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code"), or (ii) NSOs which may not so qualify.
d. The term "Affiliates" as used in this Plan means, in the
case of an ISO, parent or subsidiary corporations, as defined in Section
424(e) and (f) of the Code (but substituting "the Company" for "employer
corporation"), including parents or subsidiaries which become such after
adoption of the Plan, and in all other cases, any entity which is controlled
by or which controls the Company.
2. ADMINISTRATION OF THE PLAN.
a. The Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Board") or such other committee
appointed by the Board to administer the Plan (the "Committee").
b. The Committee may from time to time determine which
Participants (each an "option holder") shall be granted options under the
Plan, the terms thereof (including without limitation determining whether the
option is an ISO and the times at which the options shall become
exercisable), and the number of shares of Common Stock for which an option or
options may be granted.
Exhibit 4.1
<PAGE>
c. If rights of the Company to repurchase Stock are imposed,
the Board or the Committee may, in its sole discretion, accelerate, in whole
or in part, the time for lapsing of any rights of the Company to repurchase
shares of such Stock or forfeiture restrictions.
d. If rights of the Company to repurchase Stock are imposed,
the certificates evidencing such shares of Stock awarded hereunder, although
issued in the name of the option holder concerned, shall be held by the
Company or a third party designated by the Committee in escrow subject to
delivery to the option holder or to the Company at such times and in such
amounts as shall be directed by the Board under the terms of this Plan.
Share certificates representing Stock which is subject to repurchase rights
shall have imprinted or typed thereon a legend or legends summarizing or
referring to the repurchase rights.
e. The Board or the Committee shall have the sale authority,
in its absolute discretion, to adopt, amend and rescind such rules and
regulations, consistent with the provisions of the Plan, as, in its opinion,
may be advisable in the administration of the Plan, to construe and interpret
the Plan, the rules and regulations, and the instruments evidencing options
granted under the Plan and to make all other determinations deemed necessary
or advisable for the administration of the Plan. All decisions,
determinations and interpretations of the Committee shall be binding on all
option holders under the Plan.
3. STOCK SUBJECT TO THE PLAN.
a. "Stock" shall mean the Class A Common Stock of the
Company or such stock as may be changed as contemplated by Section 3(c)
below. Stock shall include shares drawn from either the Company's authorized
but unissued shares of Common Stock or from reacquired shares of Common
Stock, including without limitation shares repurchased by the Company in the
open market.
b. Options may be granted under the Plan from time to time
to eligible persons to purchase an aggregate of up to 800,000 shares of
Stock, and no more than 80,000 options may be granted to any one Participant
in any year. Stock options awarded pursuant to the Plan which are forfeited,
terminated, surrendered or cancelled for any reason prior to exercise shall
again become available for grants under the Plan (including any option
cancelled in accordance with the cancellation regrant provisions of Section
6(f) herein).
c. If there shall be any change in the Stock subject to the
Plan, including Stock subject to any option granted hereunder, through
merger, reorganization, reincorporation, stock split, reverse stock split,
stock dividend, combination or reclassification of the Company's Stock or
other similar events, an appropriate adjustment shall be made by the
Committee in the number of shares and/or the option price with respect to any
unexercised shares of Stock. Consistent with the foregoing, in the event
that the outstanding Stock is changed into another class or series of capital
stock of the Company, outstanding options to purchase Stock granted under the
Plan shall become options to purchase such other class or series and the
provisions of this Section 3(c) shall apply to such new class or series.
<PAGE>
d. The Company may grant options under the Plan in
substitution for options held by employees of another company who become
employees of the Company as a result of merger or consolidation. The Company
may direct that substitute options be granted on such terms and conditions as
deemed appropriate by the Board or the Committee.
e. The aggregate number of shares of Stock approved by the
Plan may not be exceeded without amending the Plan and obtaining shareholder
approval within twelve months of such amendment.
4. ELIGIBILITY.
Persons who shall be eligible to receive stock options granted
under the Plan shall be those Participants referred to in Section l(b) above;
provided, however, that(i) ISOs may only be granted to employees of the
Company and its Affiliates and (ii)any person holding capital stock
possessing more than 10% of the total combined voting power of all classes of
capital stock of the Company or any Affiliate shall not be eligible to
receive ISOs unless the exercise price per share of Stock is at least 1 110%
of the fair market value of the Stock on the date the option is granted.
5. EXERCISE PRICE FOR OPTIONS GRANTED UNDER THE PLAN.
a. All ISOs will have option exercise prices per option
share equal to the fair market value of a share of the Stock on the date the
option is granted, except that in the case of ISOs granted to any person
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any Affiliate the price shall be not less than 110%
of such fair market value. The option exercise prices per option for NSO's
shall be as determined by the Committee. The price of ISOs or NSOs granted
under the Plan shall be subject to adjustment to the extent provided in
Section 3(c) above.
b. The fair market value on the date of grant shall be
determined based upon the closing price on an exchange on that day or, if the
Stock is not listed on an exchange, on the average of the closing bid and
asked prices in the Over the Counter Market on that day.
6. TERMS AND CONDITIONS OF OPTIONS.
a. Each option granted pursuant to the Plan shall be
evidenced by a written stock option agreement (the "Option Agreement")
executed by the Company and the person to whom such option is granted. The
Option Agreement shall designate whether the option is an ISO or an NSO.
b. The term of each ISO and NSO shall be no more than 10
years, except that the term of each ISO issued to any person possessing more
than 10% of the voting power of all classes of stock of the Company or any
Affiliate shall be no more than 5 years.
<PAGE>
c. In the case of ISOs, the aggregate fair market value
(determined as of the time such option is granted) of the Stock to which ISOs
are exercisable for the first time by any individual during any calendar year
(under this Plan and any other plans of the Company or its Affiliates if any)
shall not exceed the amount specified in Section 422(d) of the Internal
Revenue Code, or any successor provision in effect at the time an ISO becomes
exercisable.
d. The Option Agreement may contain such other terms,
provisions and conditions regarding vesting, repurchase or other similar
provisions as may be determined by the Committee and not inconsistent with
this Plan. If an option, or any part thereof, is intended to qualify as an
ISO, the Option Agreement shall contain those terms and conditions which the
Committee determine are necessary to so qualify under Section 422 of the
Internal Revenue Code.
e. The Committee shall have full power and authority to
extend the period of time for which any option granted under the 1997 Option
Plan is to remain exercisable following the option holder's cessation of
service as an employee or consultant, including without limitation cessation
as a result of death or disability; provided, however, that in no event shall
such option be exercisable after the specified expiration date of the option
term.
f. The Committee shall have full power and authority to
effect at any time and from time to time, with the consent of the affected
option holders, the cancellation of any or all outstanding options under the
Plan and to grant in substitution new options under the Plan covering the
same or different numbers of shares of Stock with the same or different
exercise prices.
g. As a condition to option grants under the Plan, the
option holder agrees to grant the Company the repurchase rights as Company
may at its option require and as may be set forth in the Option Agreement or
a separate repurchase agreement.
h. Any option granted under the Plan may be subject to a
vesting schedule as provided in the Option Agreement and, except as provided
in this Section 6 herein, only the vested portion of such option may be
exercised at any time during the Option Period. All rights to exercise any
option shall lapse and be of no further effect whatsoever immediately if the
option holder's service as an employee is terminated for "Cause" (as
hereinafter defined) or if the option holder voluntarily terminates the
option holder's service as an employee. The unvested portion of the option
will lapse and be of no further effect immediately upon any termination of
employment of the option holder for any reason. In the remaining cases where
the option holder's service as an employee is terminated or due to death,
permanent disability, or is terminated by the Company (or its Affiliates)
without Cause at any time, the vested portion of the option will extend for a
period of three (3) months following the termination of employment and shall
lapse and be of no further force or effect whatsoever only if it is not
exercised before the end of such three (3) month period. There shall be
"Cause" for termination as set forth in any applicable employment or
consulting agreement or, in the
<PAGE>
absence of such agreement if (i) the option holder is convicted of a felony,
(ii) the option holder engages in any fraudulent or other dishonest act to
the detriment of the Company, (iii) the option holder fails to report for
work on a regular basis, except for periods of authorized absence or bona
fide illness, (iv) the option holder misappropriates trade secrets, customer
lists or other proprietary information belonging to the Company for the
option holder's own benefit or for the benefit of a competitor, (v) the
option holder engages in any willful misconduct designed to hone the Company
or its shareholders, or (vi) the option holder fails to perform properly
assigned duties with a failure to cure after 20 days notice.
i. No fractional shares of Stock shall be issued under the
Plan, whether by initial grants or any adjustments to the Plan.
7. USE OF PROCEEDS.
Cash proceeds realized from the sale of Stack under the Plan
shall constitute general funds of the Company.
8. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
a. The Board may at any time suspend or terminate the Plan,
and may amend it from time to time in such respects as the Board may deem
advisable provided that (i) such amendment, suspension or termination
complies with all applicable state and federal requirements and requirements
of any stock exchange on which the Stock is then listed, including any
applicable requirement that the Plan or an amendment to the Plan be approved
by the shareholders. The Plan shall terminate on the earlier of (i) ten (10)
years from December 1, 1997 or (ii) the date on which no additional shares of
Stock are available for issuance under the Plan.
b. No option may be granted during any suspension or after
the termination of the Plan, and no amendment, suspension or termination of
the Plan shall without the option holder's consent, alter or impair any
rights or obligations under any option granted under the plan.
c. The Committee, with the consent of affected option
holders, shall have the authority to cancel any or all outstanding options
under the Plan and grant new options having an exercise price which may be
higher or lower than the exercise price of cancelled options.
9. ASSIGNABILITY OF OPTIONS AND RIGHTS.
a. Subject to Subparagraph (a), no Option issued under the
Plan shall be assignable or transferable by an option holder other than by
will or the laws of descent and distribution. An Option awarded to an option
holder during such option holder's lifetime shall be exercisable only by an
option holder or his or her guardian or legal representation.
<PAGE>
b. Notwithstanding Subparagraph (a), in the case of an , an
option holder shall be permitted to transfer the Option to the option
holder's spouse, adult lineal descendants, adult spouses of adult lineal
descendants and trusts for the benefit of the option holder's minor or adult
lineal descendants (a'Related Transferee") if the Option Agreement under
which the Option is granted so specifies. If the Option is transferred to a
Related Transferee pursuant to the preceding sentence, the Related Transferee
shall, upon exercise of the Option, hold the Stock subject to all the
provisions of the transferor's Option Agreement in the same manner as the
transferor and shall execute and deliver to the Company such instruments as
the Company shall require to evidence the same.
10. PAYMENT UPON EXERCISE.
Payment of the purchase price upon exercise of any option or
right to purchase Stock granted under this Plan shall be made by giving the
Company written notice of such exercise, specifying the number of such shares
of Stack as to which the option is exercised. Such notice shall be
accompanied by payment of an amount equal to the Option Price of such shares
of Stock. Such payment may be (i) cash, (ii) by check drawn against
sufficient funds, (iii) by delivery to the Company of the option holder's
promissory note, (iv) such other consideration as the Committee, in its sole
discretion, determines and is consistent with the Plan's purpose and
applicable law, or (v) any combination of the foregoing. Any Stock used to
exercise options to purchase Stock (including Stock withheld upon the
exercise of an option to pay the purchase price of the shares of Stock as to
which the option is exercised) shall be valued in accordance with procedures
established by the Committee. Any promissory note used to exercise options
to purchase Stock shall be a full recourse, interest-bearing obligation
secured by Stock in the Company being purchased and containing such terms as
the Committee shall determine. If a promissory note is used to exercise
options the option holder agrees to execute such further documents as the
Company may deem necessary or appropriate in connection with issuing the
promissory note, perfecting a security interest in the stock purchased with
the promissory note and any related terms the Company may propose. Such
further documents may include, without limitation, a security agreement and
an assignment separate from certificate. If accepted by the Committee in its
discretion, such consideration also may be paid through a broker-dealer sale
and remittance procedure pursuant to which the option holder (I) shall
provide irrevocable written instructions to a designated brokerage firm to
effect the immediate sale of the purchased Stock and remit to the Company,
out of the sale proceeds available on the settlement date, sufficient funds
to cover the aggregate option price payable for the purchased Stock plus all
applicable Federal and State income and employment taxes required to be
withheld by the Company in connection with such purchase and (II) shall
provide written directives to the Company to deliver the certificates for the
purchased Stock directly to such brokerage firm in order to complete the sale
transaction.
11. WITHHOLDING TAXES.
a. Shares of Stock issued hereunder shall be delivered to an
option holder only upon payment by such person to the Company of the amount
of any withholding tax
<PAGE>
required by applicable federal, state, local or foreign law. The Company
shall not be required to issue any Stock to an option holder until such
obligations are satisfied.
b. The Committee may, under such terms and conditions as it
deems appropriate, authorize an option holder to satisfy withholding tax
obligations under this Section 11 by surrendering a portion of any Stock
previously issued to the option holder or by electing to have the Company
withhold shares of Stock from the Stock to be issued to the option holder, in
each case having a fair market value equal to the a-mount of the withholding
tax required to be withheld.
12. CORPORATE TRANSACTION.
a. For the purpose of this Section 12, a "Corporate
Transaction" shall include any of the following shareholder-approved
transactions to which the Company is a party:
(i) a merger or consolidation in which the Company is
not the surviving entity, except for a transaction the principal purpose of
which is to change the State of the Company's incorporation; or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company in liquidation or dissolution
of the Company.
b. Upon the occurrence of a Corporate Transaction, if the
surviving corporation or the purchaser, as the case may be, does not assume
the obligations of the Company under the Plan, then irrespective of the
vesting provisions contained in individual option agreements, all outstanding
options shall become immediately exercisable in full and each option holder
will be afforded an opportunity to exercise their options prior to the
consummation of the merger or sale transaction so that they can participate
on a pro rata basis in the transaction based upon the number of shares of
Stock purchased by them on exercise of options if they so desire. To the
extent that the Plan is unaffected and assumed by the successor corporation
or its parent company a Corporate Transaction will have no effect on
outstanding options and the options shall continue in effect according to
their terms.
c. Each outstanding option under this Plan which is assumed
in connection with the Corporate Transaction or is otherwise to continue in
effect shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply and pertain to the number and class of securities which
would have been issued to the option holder in connection with the
consummation of such Corporate Transaction had such person exercised the
option immediately prior to such Corporate Transaction. Appropriate
adjustments shall also be made to the option price payable per share,
provided the aggregate option price payable for such securities shall remain
the same. In addition, the class and number of securities available for
issuance under this Plan following the consummation of the Corporate
Transaction shall be appropriately adjusted.
<PAGE>
d. The grant of options under this Plan shall in no way
affect the right of the Company to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.
13. LOANS OR GUARANTEE OF LOANS.
a. The Committee may, in its discretion, assist any option
holder in the exercise of options granted under this Plan, including the
satisfaction of any income and employment tax obligations arising therefrom
by (i) authorizing the extension of a loan from the Company to such option
holder, (ii) permitting the option holder to pay the exercise price for the
Stock in installments over a period of years or (iii) authorizing a guarantee
by the Company of a third party loan to the option holder. The terms of any
loan, installment method of payment or guarantee (including the interest rate
and terms of repayment) will be upon such terms as the Committee specifies in
the applicable option or issuance agreement or otherwise deems appropriate
under the circumstances. Loans, installment payments and guarantees may be
granted with or without security or collateral (other than to option holders
who are not employees, in which event the loan must be adequately secured by
collateral other than the purchased Stock). However, the maximum credit
available to the option holder may not exceed the exercise or purchase price
of the acquired shares of Stock plus any Federal and State income and
employment tax liability incurred by the option holder in connection with the
acquisition of such shares of Stock.
b. The Committee may, in its absolute discretion, determine
that one or more loans extended under this financial assistance program shall
be subject to forgiveness by the Company in whole or in part upon such terms
and conditions as the Committee may deem appropriate,
14. REGULATORY APPROVALS.
The obligation of the Company with respect to Stock issued
under the Plan shall be subject to all applicable laws, rules and regulations
and such approvals by any governmental agencies or stock exchanges as may be
required. The Company reserves the right to restrict, in whole or in part,
the delivery of Stock under the Plan until such time as any legal
requirements or regulations have been met relating to the issuance of Stock,
to their registration or qualification under the Securities Exchange Act of
1934, if applicable, or any applicable state securities laws, or to their
listing on any stock exchange at which time such listing may be applicable.
15. NO EMPLOYMENT/SERVICE RIGHTS.
Neither the action of the Company in establishing this Plan,
nor any action taken by the Board or the Committee hereunder, nor any
provision of this Plan shall be construed so as to grant any individual the
right to remain in the employ or service of the Company (or any parent,
subsidiary or affiliated corporation) for any period of specific
<PAGE>
duration, and the Company (or any parent, subsidiary or affiliated
corporation retaining the services of such individual) may terminate or
change the terms of such individual's employment or service at any time and
for any reason, with or without cause.
16. MISCELLANEOUS PROVISIONS.
a. The provisions of this Plan shall be governed by the laws
of the State of Florida, as such laws are applied to contracts entered into
and performed in such State, without regard to its rules concerning conflicts
of law.
b. The provisions of this Plan shall inure to the benefit
of, and be binding upon, the Company and its successors or assigns, whether
by Corporate Transaction or otherwise, and the option holders, the legal
representatives of their respective estates, their respective heirs or
legatees and their permitted assignees.
c. The option holders shall have no divided rights, voting
rights or any other rights as a shareholder with respect to any options under
the Plan prior to the issuance of a stock certificate for such Stock.
d. With respect to grants to non-U.S. residents, options may
be granted hereunder which may vary from the terms of the Plan but which are
consistent with the terms hereof to the extent necessary or appropriate to
comply with foreign laws including but not limited to tax laws.
<PAGE>
LOEB & LOEB LLP LOS ANGELES
A LIMITED LIABILITY PARTNERSHIP NEW YORK
INCLUDING PROFESSIONAL CORPORATIONS NASHVILLE
ATTORNEYS AT LAW WASHINGTON, D.C.
1000 WILSHIRE BOULEVARD - SUITE 1800 ROME
LOS ANGELES, CALIFORNIA 90017-2475
TELEPHONE: 213-688-3400 - FACSIMILE: 213-688-3460
WRITER'S DIRECT DIAL NUMBER
213-688-3698
email: [email protected]
April 24, 1998
CBR Brewing Company, Inc.
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are counsel to CBR Brewing Company, Inc., a Florida corporation
(the "Company"), and have assisted in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement of the
Company on Form S-8 (the "Registration Statement") covering 800,000 shares (the
"Shares") of the common stock of the Company, issuable pursuant to the exercise
of options issued under the Company's 1998 Stock Option Plan.
We have examined the proceedings heretofore taken and are familiar
with the procedures proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Shares.
It is our opinion that the Shares to be issued and sold by the Company
pursuant to the Registration Statement will be, when sold and paid for pursuant
to the terms of the Plan, validly issued, fully paid for and non-assessable.
We hereby consent to the use of our opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ David L. Ficksman
David L. Ficksman
of Loeb & Loeb LLP
Exhibit 5.1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of CBR Brewing Company, Inc. on Form S-8 of our reports dated March 31, 1998,
appearing in the Annual Report on Form 10K of CBR Brewing Company, Inc. for
the year ended December 31, 1997.
/s/ Deloitte Touche Tohmatsu
Hong Kong
April 24, 1998
Exhibit 23.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in an exhibit to the Registration
Statement (Form S-8) pertaining to the Employees' Benefits Plan of CBR Brewing
Company Inc. and to the incorporation by reference therein of our reports dated
March 28, 1996, with respect to the consolidated financial statements of CBR
Brewing Company Inc. and the financial statements of Zhaoqing Blue Ribbon
Brewery Noble Limited for the year ended December 31, 1995 included in the
Annual Report on Form 10-K of CBR Brewing Company Inc. for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
Hong Kong
April 24, 1998
Exhibit 23.2
