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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
REDHOOK ALE BREWERY, INCORPORATED
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1141254
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3400 PHINNEY AVENUE NORTH
SEATTLE, WASHINGTON 98103-8624
(Address of principal executive offices, including Zip Code)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
COMMON SHARE PURCHASE RIGHTS NASDAQ NATIONAL MARKET
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration file number to which this form relates: Not
applicable.
Securities to be registered pursuant to Section 12(b) of the Act: Not
applicable.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1, Description of Registrant's Securities to be registered, is
hereby amended in its entirety to read as follows:
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On May 12, 1999, Redhook Ale Brewery, Incorporated (the "Company") and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") entered into an
Amended and Restated Rights Agreement, which amended and restated the Rights
Agreement dated September 22, 1995. The following is a summary of the Rights
(defined below) as amended by the Amended and Restated Rights Agreement (the
"Rights Agreement").
On September 22, 1995, the Board of Directors of the Company declared a
dividend of one Right (the "Rights") for each outstanding share of Common Stock,
par value $.005 per share, of the Company (the "Common Shares"). The Rights will
be issued to the holders of record of Common Shares outstanding on October 2,
1995, with respect to Common Shares issued after October 2, 1995, until the
earliest of the Distribution Date, the Redemption Date or the Expiration Date
(all such terms as defined below) and in certain circumstances with respect to
Common Shares issued after the Distribution Date and prior to the earlier of the
Redemption Date or the Expiration Date. Each Right, when it becomes exercisable
as described below, will entitle the registered holder to purchase from the
Company one Common Share for $120 (the "Purchase Price"). The description and
terms of the Rights are set forth in full in the Rights Agreement.
Until the earlier to occur of: (i) 10 business days following the date
that the Company learns that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 20% or more
of the outstanding Common Shares and (ii) such date as may be designated by the
Company's Board following the commencement of, or announcement of an intention
to make, a tender or exchange offer, the consummation of which would result in
the beneficial ownership by a person or group of 20% or more of such outstanding
Common Shares (the earlier of such dates being the "Distribution Date"), the
Rights will be evidenced, with respect to any of the certificates for Common
Shares outstanding as of the record date for such distribution (the "Rights
Record Date"), by such Common Shares certificate.
The Rights Agreement provides certain exceptions for beneficial
ownership by Anheuser-Busch, Incorporated ("A-B"). A-B will not become an
Acquiring Person under the Rights Agreement solely as the result of (i) the
acquisition or purchase by A-B or its affiliates of the Company's capital stock
if such acquisition does not result in A-B or its affiliates holding, in the
aggregate, in excess of 30% of the outstanding Common Shares, calculated on a
Fully Diluted Basis (which assumes conversion of all outstanding convertible
securities and the exercise of all outstanding options and warrants, other than
options granted pursuant to certain employee benefit plans),
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(ii) any involuntary acquisition by A-B resulting from a stock split,
distribution, adjustment to the Series B Preferred Stock conversion ratio,
rights offering or any other adjustment, (iii) increases in A-B's percentage
ownership resulting from the cancellation, retirement or acquisition by the
Company of its capital stock, (iv) any purchase or acquisition if A-B or its
affiliates dispose of such shares within 10 business days after such purchase or
acquisition, or (v) any other action if A-B eliminates the consequences of such
action within 10 business days of the date it occurred.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Shares certificates issued
after the Rights Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Rights Record Date, even without such notation being attached thereto, would
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates) will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date, and such separate Right Certificates
alone would evidence the Rights.
The Rights will not be exercisable until the Distribution Date. The
Rights will expire on September 22, 2005 (the "Expiration Date"), unless the
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company, in each case as described below.
The number of outstanding Rights and the number of shares of Common
Shares issuable upon exercise of each Right will be subject to adjustment in the
event of a split of the Common Shares or a dividend on the Common Shares payable
in Common Shares or subdivisions, consolidations or combinations of Common
Shares.
In the event a Person becomes an Acquiring Person, (except pursuant to
a tender or exchange offer (i) for all outstanding Common Shares at a price and
on terms that a majority of the directors determines to be fair and otherwise in
the best interests of the Company and its shareholders, or (ii) resulting in
acceptance by shareholders holding, in aggregate, 90% or more of the outstanding
Common Shares (other than those held by an Acquiring Person, or any affiliate or
associate of any Acquiring Person)) the Rights will entitle each holder of a
Right (other than those held by an Acquiring Person, or any affiliate or
associate of any Acquiring Person) to purchase, for the Purchase Price, that
number of Common Shares which at the time of the transaction would have a market
value of twice the Purchase Price. Any Rights that are at any time beneficially
owned by an Acquiring Person (or any affiliate or associate of an Acquiring
Person) will be null and void and non-transferable and any holder of any such
right (including any purported transferee or subsequent holder) will be unable
to exercise or transfer any such Right.
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The Rights Agreement provides that, at any time after any person
becomes an Acquiring Person and prior to the acquisition by such person or group
of 50% or more of the outstanding Common Shares, the Company's Board of
Directors will be permitted to exchange the Rights (other than Rights owned by
such person or group that have become void), in whole or in part, for a
consideration per Right consisting of one-half of the securities that will be
issuable at such time upon the exercise of the Right pursuant to the terms of
the Rights Agreement, and without payment of the Purchase Price.
With certain exceptions, no adjustment in the Purchase Price would be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Shares would be issued and,
in lieu thereof, an adjustment in cash would be made based on the market price
of the Common Shares on the last trading day prior to the date of exercise.
The Rights Agreement provides that, if the Company were acquired in a
merger by, or other business combination with, or 50% or more of its assets or
assets representing 50% or more of its earning power are sold, leased, exchanged
or otherwise transferred (in one or more transactions) to, a publicly traded
corporation, each Right will entitle its holder (subject to the next paragraph)
to purchase, for the Purchase Price, that number of common shares of such
corporation that at the time of the transaction would have a market value of two
times the Purchase Price. If the Company were acquired in a merger by, or other
business combination with, or 50% or more of its assets, or assets representing
50% or more of its earning power are sold, leased, exchanged or otherwise
transferred (in one or more transactions) to, an entity whose common shares are
not registered, each Right will entitle its holder (subject to the next
paragraph) to purchase, for the Purchase Price, at such holder's option (i) that
number of shares of the surviving corporation (which surviving corporation could
be the Company) that at the time of the transaction would have a book value of
two times the Purchase Price, (ii) that number of shares of such entity that at
the time of the transaction would have a book value of two times the Purchase
Price, or (iii) if such entity has an affiliate which has registered common
shares, that number of common shares of such affiliate that at the time of the
transaction would have a market value of two times the Purchase Price.
At any time prior to the earlier of (i) the tenth business day after the date
that the Company learns that a person has become an Acquiring Person and (ii) a
date designated by the Board of Directors following the commencement of, or
first public disclosure of an intent to commence, a tender or exchange offer by
any person that could render such person a 20% beneficial owner of the Company's
Common Shares (more than 30%, calculated on a fully diluted basis, if such
person is A-B or one of its affiliates), the Board of Directors are permitted to
redeem the Rights in whole, but not in part, at a price (in cash or Common
Shares or other securities of the Company deemed by the Board of Directors to be
at least equivalent in value) of $.001 per Right, subject to adjustment as
provided in the Rights Agreement (the "Redemption Price"). Immediately upon the
action of the Board of Directors electing to redeem the Rights, the Company will
make an announcement thereof and, upon such election, the right to exercise the
Rights will terminate and the only right of the holders of the Rights will be to
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receive the Redemption Price.
At any time prior to the Distribution Date, the Company may, without
the approval of any holder of Rights, supplement or amend any provision of the
Rights Agreement (including the date on which the Distribution Date would occur
and the time during which the Rights may be redeemed), except that no supplement
or amendment shall be made that would reduce the Redemption Price (other than
pursuant to certain adjustments therein), provide for an earlier Expiration Date
or make certain changes to the definition of Acquiring Person.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
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Item 2. EXHIBITS.
1. Amended and Restated Rights Agreement, dated as of May 12,
1999 between Redhook Ale Brewery, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, incorporated
herein by reference from Exhibit 10.39 to the Company's Form
10-Q, dated May 13, 1999.
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
REDHOOK ALE BREWERY, INC.
May 13, 1999
By: /s/ BRADLEY A. BERG
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Bradley A. Berg, Executive Vice
President and Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
1. Amended and Restated Rights Agreement, dated as of May 12,
1999 between Redhook Ale Brewery, Inc. and ChaseMellon
Shareholder Services, L.L.C., incorporated by reference to
Exhibit 10.39 to the Company's Form 10-Q filed May 13, 1999.
</TABLE>
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