<PAGE> 1
As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REDHOOK ALE BREWERY, INCORPORATED
(Exact name of registrant as specified in its charter)
WASHINGTON
(State or Other Jurisdiction of
Incorporation or Organization)
2082
(Primary Standard Industrial
Classification Code Number)
91-1141254
(I.R.S. Employer Identification No.)
3400 Phinney Avenue North
Seattle, Washington 98103
(206) 548-8000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-------------------------
Redhook Ale Brewery, Incorporated
1992 Stock Incentive Plan
Amended and Restated
Redhook Ale Brewery, Incorporated
Directors Stock Option Plan
-------------------------
Bradley A. Berg, Executive Vice President
and Chief Financial Officer
3400 Phinney Avenue North
Seattle, Washington 98103
(206) 548-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of Each Class of Amount to be Proposed Maximum Amount of Registration
Securities to Be Registered Registered (1) Aggregate Offering Price(2) Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 600,000 shares $5,962,500 $1,806.82
=======================================================================================================
</TABLE>
(1) Plus (i) an indeterminate number of shares of Common Stock that may become
issuable under the Plans as a result of the adjustment provisions therein,
and (ii) if any interests in the Plans constitute separate securities
required to be registered under the Securities Act of 1933, then, pursuant
to Rule 416(c), an indeterminate amount of such interests to be offered or
sold pursuant to the Plans.
(2) Computed pursuant to Rule 457(c) and (h) based on the average of the high
and low sales prices reported by the Nasdaq Stock Market on December 20,
1996.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration Statement by
reference:
1. The Registrant's Registration Statement on Form S-8 filed on December
11, 1995 (Commission File No. 33-80273);
2. The Registrant's Annual Report on Form 10-K filed March 20, 1996
(Commission File No. 0-26542)
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, (Commission File No. 0-26542)
4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, (Commission File No. 0-26542)
5. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 (Commission File No. 0-26542)
All documents filed by the Registrant with the Commission after the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, before the filing of a post-effective amendment that indicates
that all securities offered pursuant to this Registration Statement have been
sold or that deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the respective dates of filing of such documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Seattle, State of Washington, on December 17, 1996.
REDHOOK ALE BREWERY,
INCORPORATED
By /s/ Paul S. Shipman
-----------------------------------
Paul S. Shipman
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes and
appoints Paul S. Shipman and Bradley A. Berg, and each of them severally, his
true and lawful attorneys-in-fact and agents, with full power to act without the
other and with full power of substitution and resubstitution, to execute in his
name and on his behalf, individually and in each capacity stated below, any and
all amendments and post-effective amendments to this Registration Statement, any
and all supplements hereto, and any and all other instruments necessary or
incidental in connection herewith, and to file the same with the Securities and
Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Paul S. Shipman President, Chief Executive December 17, 1996
- ---------------------------- Officer and Chairman of the
Paul S. Shipman Board (Principal Executive
Officer)
/s/ Bradley A. Berg Executive Vice President and December 17, 1996
- ---------------------------- Chief Financial Officer
Bradley A. Berg (Principal Financial Officer)
/s/ David H. Kirske (Principal Accounting Officer) December 17, 1996
- ----------------------------
David H. Kirske
/s/ Gordon A. Bowker Director December 17, 1996
- ----------------------------
Gordon A. Bowker
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John T. Carleton Director December 17, 1996
- ----------------------------
John T. Carleton
/s/ Frank H. Clement Director December 17, 1996
- ----------------------------
Frank H. Clement
/s/ Jerry D. Jones Director December 17, 1996
- ----------------------------
Jerry D. Jones
/s/ David R. English Director December 17, 1996
- ----------------------------
David R. English
/s/ Bruce M. Sandison Director December 17, 1996
- ----------------------------
Bruce M. Sandison
/s/ Walter F. Walker Director December 17, 1996
- ----------------------------
Walter F. Walker
/s/ Dennis P. Weston Director December 17, 1996
- ----------------------------
Dennis P. Weston
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5 Opinion of Graham & James LLP/Riddell
Williams P.S.
10.31* Amendment dated as of February 27, 1996,
to Registrant's 1992 Stock Incentive Plan, as
amended.
10.32* Amendment dated as of February 27, 1996,
to Amended and Restated Registrant's
Directors Stock Option Plan, as amended.
10.33* Amendment dated as of July 25, 1996, to
Registrant's 1992 Stock Incentive Plan, as
amended.
23.1 Consent of Graham & James LLP/Riddell
Williams P.S. (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent
Auditors
24 Powers of Attorney (included on signature
pages)
</TABLE>
* Incorporated by reference from Exhibits 10.31, 10.32 and 10.33 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 (File No. 0-26542).
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EXHIBITS 5 AND 23.1
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
1001 4th Avenue Plaza, Suite 4500
Seattle, Washington 98154
December 20, 1996
Redhook Ale Brewery, Incorporated
3400 Phinney Avenue North
Seattle, Washington 98103
Re: Form S-8 Registration Statement
Dear Ladies and Gentlemen:
We have acted as counsel to Redhook Ale Brewery, Incorporated (the
"Company") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), which the Company will file with the Securities and
Exchange Commission, with respect to the following shares of Common Stock of the
Company (the "Shares"):
(a) 500,000 shares issuable upon exercise of options, or pursuant to the
terms of any stock appreciation rights, restricted stock awards or stock units
to be granted under the Redhook Ale Brewery, Incorporated 1992 Stock Incentive
Plan, as amended (the "Incentive Plan"); and
(b) 100,000 shares issuable upon exercise of options to be granted under
the Amended and Restated Redhook Ale Brewery, Incorporated Directors Stock
Option Plan, as amended (the "Directors Plan").
We have examined the Registration Statement and such other documents and
records as we have deemed relevant and necessary for the purpose of this
opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issuable upon exercise of options, or pursuant to the terms of any stock
appreciation rights, restricted stock awards or stock units to be granted under
the Incentive Plan and that the Shares issuable upon exercise of the options to
be granted under the Directors Plan will,
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upon due execution by the Company and the registration by its registrars of the
certificates for the Shares and issuance thereof by the Company and receipt by
the Company of the consideration therefor in accordance with the terms of the
respective Plans, be validly issued, fully paid and nonassessable.
We note that a member of our firm is the Secretary of the Company, and
that certain members of our firm are the beneficial owners of 85,450 shares
of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Benjamin F. Stephens
of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 500,000 shares of common stock for the
Redhook Ale Brewery, Incorporated 1992 Stock Incentive Plan, as amended, and
100,000 shares of common stock for the Amended and Restated Redhook Ale Brewery,
Incorporated Directors Stock Option Plan, as amended, of our report dated
January 30, 1996 with respect to the financial statements of Redhook Ale
Brewery, Incorporated included in its Annual Report (Form 10-K) for the year
ended December 31, 1995 filed with the Securities and Exchange Commission.
Seattle, Washington
December 20, 1996 /s/ ERNST & YOUNG LLP
