SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A No. 1
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to________________________
Commission file number: 1-13636
Mendocino Brewing Company, Inc.
(Name of small business issuer in its charter)
California 68-0318293
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
13351 South Highway 101, Hopland, CA 95449
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (707) 744-1015
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, without par value The Pacific Stock Exchange
Securities registered under Section 12(g) of the Act:
Not applicable
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
- -
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $4,004,700
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the last reported sale price of such stock as of April
2, 1997 was $10,416,000.
The number of shares the issuer's common stock outstanding as of March 31,
1997 is 2,322,222. (Does not include 300,000 shares issued subject to
substantial restrictions as security for a forbearance. Also does not include
approximately 16,000 shares, subscriptions for which the Company had received
but not accepted as of March 31, 1997.)
Transitional Small Business Disclosure Format Yes No X
- -
<PAGE>
Exhibit
Number Description of Document
- ------- -------------------------------
10.43 (J) Employment Agreement with Norman H. Franks.
10.44 (J) Employment Agreement with Michael F. Lovett.
10.45 (J) Employment Agreement with John Scahill.
10.46 (A) 1994 Stock Option Plan (previously filed as Exhibit 99.6)
19.1 + Keg Management Agreement with MicroStar Keg Management LLC.
19.2 Form of Change in Terms Agreement with the Savings Bank of
Mendocino County
27 Financial Data Schedule
- --------------------------------
(A) Incorporated by reference from the Company's Registration
Statement dated June 15, 1994, as amended, previously filed
with the Commission, Registration No. 33-78390-LA.
(B) Incorporated by referenced from the Company's Report on Form
10-KSB for the annual period ended December 31, 1994
previously filed with the Commission.
(C) Incorporated by referenced from the Company's Report on Form
10-QSB for the quarter period ended March 31, 1995 previously
filed with the Commission.
(D) Incorporated by referenced from the Company's Report on Form
10-QSB for the quarter period ended June 30, 1995 previously
filed with the Commission.
(E) Incorporated by referenced from the Company's Report on Form
10-QSB for the quarter period ended September 30, 1995
previously filed with the Commission.
(F) Incorporated by referenced from the Company's Report on Form
10-KSB for the annual period ended December 31, 1995
previously filed with the Commission.
(G) Incorporated by referenced from the Company's Report on Form
10-QSB for the quarter period ended June 30, 1996 previously
filed with the Commission.
(H) Incorporated by referenced from the Company's Report on Form
10-QSB/A No. 1 for the quarter period ended June 30, 1996
previously filed with the Commission.
(J) Incorporated by reference from the Company's Registration
Statement dated February 6, 1997, as amended, previously
filed with the Commission, Registration No. 333-15673.
+ Portions of this Exhibit have been omitted pursuant to an
application for an order declaring confidential treatment
filed with the Securities and Exchange Commission.
The registrant did not file any Reports on Form 8-K during the last quarter of
the period covered by this report.
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<PAGE>
[NOTE: "XXXXXXX" denotes expurgated information]
KEG MANAGEMENT AGREEMENT
This Keg Management Agreement ("Agreement") dated effective as of
February 21, 1997, is between MicroStar Keg Management, L.L.C., a Delaware
Limited Liability Company whose address is P. O. Box 3129 Redmond, Washington
98073 ("MicroStar") and Mendocino Brewing Company, Inc., a California
corporation, whose address is 13351 South Highway 101, Hopland, California 95449
(referred to herein and in the Exhibits hereto either as "Brewing Company" or
"Mendocino").
RECITATIONS AND DEFINITIONS
1. MicroStar is engaged in the logistical management of stainless steel kegs,
primarily for the craft beer/micro-brewing industry and has developed
proprietary concepts, arrangements and systems for the ownership, licensing of
the use of, tracking and retrieval of kegs.
2. Brewing Company is engaged in the business of brewing premium and/or special
quality or custom beers and desires to more efficiently service existing markets
while simultaneously expanding its business in both existing and potential new
market areas.
3. Brewing Company desires to utilize the services of MicroStar in order to
avoid the capital outlay and manpower/administrative costs and risks associated
with keg ownership, thereby enabling Brewing Company to direct additional
resources to its brewing business. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
4.
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
5. For purposes of this Agreement the term "kegs" shall mean and refer to beer
kegs that are straight-sided with a single opening and an American Sankey-type
neck, having a full U.S. half-barrel (15.5 gallon) capacity, with minimum chime
(skirt) thickness of 2.00 mm and minimum sidewall (body/shell) thickness of 1.32
mm which have not been used to store or transport wine, and which are capable of
being cleaned to Brewing Company's reasonable satisfaction by using the
procedures specified in this Agreement.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
(Registrant) Mendocino Brewing Company, Inc.
By: /s/ H. Michael Laybourn
-------------------------------
H. Michael Laybourn, Chairman
of the Board and Chief
Executive Officer
Date: April 24, 1997
Pursuant to the requirements of Section 13 of the Exchange Act, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
By: /s/ Norman H. Franks
-------------------------------
Norman H. Franks, Director and
Chief Financial Officer
Date: April 24, 1997
By: /s/ Michael F. Lovett
-------------------------------
Michael F. Lovett, Director
Date: April 24, 1997
By:
-------------------------------
Eric G. Bradley, Director
Date: April _________ , 1997
By:
-------------------------------
Daniel R. Moldenhauer, Director
Date: April _________ , 1997
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<PAGE>
EXHIBIT "A-1" TO KEG MANAGEMENT AGREEMENT
List of Regional Wholesalers
CALIFORNIA
A&D Distributing Co. L&M Distributing
231 South Maple 2300 Hoover Ave.
So. San Francisco, CA 94080 Modesto, CA 95354
415-583-4953 209-521-2350
San Mateo, Santa Clara counties Stanislaus County
Del Reka Dist. Co. Lassen Beverage, Inc.
P.O. Box 1327 P.O. Box 430
Eureka, CA 95501 474-340 Commercial Way
707-442-1701 Susanville, CA 96130
Humboldt county 916-257-9103
Lasen, Modoc, Plumas, Sierra
Angell Distributing Co.
P.O. Box 1530 McCormick Beverage Co.
Ukiah, CA 95482 P.O. Box 1346
707-462-1697 Woodland, CA 95776
Lake, Mendocino counties 916-666-3263
El Dorado, Nevada, Placer,
Bay Area Distributing Co. Plumas, Butte, Sacramento, Yolo counties
1061 Factory St.
Richmond, CA 94804 Morris Distributing
510-232-8554 150 Landing Way
Alameda, Contra Costa, Petaluma, CA 94952
Counties 707-769-7294
Solano County
El Ray Distributing Co.
P.O. Box 750 Olivetto Distributing
Napa, CA 94558 30 Forest Products Rd.
707-252-8800 Sutter Creek, CA 95685
Napa county 209-223-4344
Amador, Calaveres, Alpine Counties
Elyxir Distributing
270 West Riverside Drive San Joaquin Beverage Co.
Watsonville, CA 95076 1401 S. Fresno Ave.
408-761-6400 Stockton, CA 95203
Santa Cruz, Monterey and 209-948-9400
San Benito Counties San Joaquin County
Foothill Distributing Co., Inc. Valley Wide Beverage Co.
P.O. Box 492800 2907 East Butler Ave.
1530 Beltline Rd. Fresno, CA 93721
Redding, CA 96049-2800 209-237-2183
916-243-3932 Fresno, Madera, Merced, Mariposa Counties
Shasta, Tehema, Trinity Counties
Wine Warehouse
Golden Brands Distributing P.O. Box 91-1234
255 Channel St. Commerce, CA 90091-1234
San Francisco, CA 94107 213-724-1700
415-863-4669 Southern California from San Luis
San Francisco Obispo to San Diego
Golden Gate Distributing Co.
12 Harbor Dr. Blackpoint
Novato, CA 94948
415-892-6949
Marin, Sonoma counties
WEST
Crown Beverage Admiralty Beverage Co.
1658 Linda Way 6800 North Cutter Circle
Sparks, NV 89431 Portland, OR 97217
707-358-2426 503-240-8333
Northern Nevada Oregon
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