U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 14, 1999
Commission File No. 0-22524
---------
MENDOCINO BREWING COMPANY, INC.
-------------------------------
(Exact name of small business issuer as specified in its charter)
California 68-0318293
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
13351 South Highway 101, 95449
Hopland, California
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (707) 744-1015
-------------------------------
<PAGE>
Item 5. Other events
The Registrant hereby incorporates by reference the information contained in
Attachment A hereto in response to this Item 5.
SIGNATURES
Pursuant to the requirements on the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MENDOCINO BREWING COMPANY, INC.
(Registrant)
Date: September 14, 1999 By /s/ P.A. Murali
------------------------------------
P.A. Murali, Chief Financial Officer
<PAGE>
ATTACHMENT A
Contacts: P.A. Murali, CFO (707) 463-6610 For Immediate Release
H. Michael Laybourn, President (707) 744-1015
News Release
Mendocino Brewing Company, Inc. Announces that
its Largest Shareholder Agrees to Convert Debt
Hopland, California, September 10, 1999. Mendocino Brewing Company, Inc. (PSE:
MBR) announced today that its largest shareholder, United Breweries of America,
Inc., has agreed to convert all of the outstanding convertible notes under the
1998 credit facility made available to the Company into Common Stock of the
Company.
The total amount of principal and interest converted into Common Stock was
$1,055,442.33, and was converted at a price equal to $1.125 per share. By their
terms, the notes were convertible at $1.50 per share. The Board of Directors of
the Company, however, offered United Breweries of America, inc. ("UBA") an
inducement to convert all of the convertible notes into Common Stock at a price
of $1.125 per share. The Board of Directors decided to offer the inducement
after considering, among other factors, the current and average market price of
the Common Stock as trade on the Pacific Stock Exchange, the current financial
condition of the Company, and the benefit to the Company of not having to pay
interest on or repay the loan from UBA.
As a result of the conversion, UBA now owns approximately 3,087,818 shares of
Common Stock which represents 56.8% of the issued and outstanding shares of the
Company's Common Stock. Accordingly, the Company has become a subsidiary of UBA.
Mendocino Brewing Company, Inc. brews Red Tail Ale, Blue Heron Pale Ale, Black
Hawk Stout, Peregrine Golden Ale, and three seasonals for the domestic craft
beer market. The Corporation's Common Stock is publicly traded on the Pacific
Stock Exchange under the symbol "MBR."
