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): November 22, 2000
Commission File No. 0-22524
MENDOCINO BREWING COMPANY, INC.
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(Exact name of small business issuer as specified in its charter)
California 68-0318293
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(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)
Registrant's telephone number, including area code: (707) 744-1015
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Item 5. Other events
On November 22, 2000, Mendocino Brewing Company, Inc. (the "Company") filed a
definitive proxy statement in connection with its Annual Meeting of
Shareholders, which is scheduled to be held on January 24, 2001. At the Annual
Meeting, the Company's shareholders will be asked to consider four Proposals:
(1) approval of a Share Purchase Agreement between the Company and two offshore
entities, Inversiones Mirabel, S.A. ("Inversiones"), and Golden Eagle Trust
("Golden Eagle"), under which the Company would acquire United Breweries
International, UK Ltd. its wholly owned subsidiary, UBSN Ltd., as well as the
U.S. and Canadian distribution rights for Kingfisher Premium Lager, in exchange
for 5,500,000 shares of the Company's Common Stock; (2) amendment of the
Company's Bylaws to allow for the election of up to eight Directors; (3)
election of the Company's Directors for the forthcoming year, for which purpose
the Board of Directors has nominated all seven of the existing Directors for
re-election and Inversiones has nominated, pursuant to the terms of the Stock
Purchase Agreement (and assuming that Proposal No. 2, above, is approved by the
shareholders), David Townshend; and (4) ratification of the appointment of Moss
Adams, L.L.P. to serve as the Company's independent accountants for the year
ending December 31, 2000
The main Proposal to be considered at the Annual Meeting is the proposed
acquisition of UBI, UK Ltd. and UBSN from Inversiones and Golden Eagle, both of
which entities are affiliated with the Company's largest shareholder, United
Breweries of America Inc., and its Chairman of the Board, Dr. Vijay Mallya. The
Company originally announced the proposed acquisition by press release on March
29, 2000, but because of a variety of accounting, legal, and transaction issues
the Share Purchase Agreement was not formally entered into until November 3,
2000. The proxy statement describes in detail the terms and conditions of the
proposed acquisition, and includes as an attachment both the text of the Share
Purchase Agreement and an opinion, prepared by the Company's financial advisor,
Sage Capital LLC, as to the fairness of the transaction, from a financial point
of view, to the Company's shareholders. The proxy statement also includes a
description of the businesses of UBI, UK Ltd. and UBSN, as well as financial
statements of the two companies.
The Company expects that it will mail the definitive proxy statement or about
December 18, 2000. Meanwhile, a copy of the definitive proxy statement (and
other information periodically filed with the Securities and Exchange Commission
(the "Commission")) is available now and can be inspected and copies made at the
public reference facilities of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and the Commission's regional offices at Seven
World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at its Washington, D.C. address at prescribed rates. Such material
may also be accessed electronically by means of the Commission's Web site at
http://www.sec.gov.
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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: November 28, 2000 By /s/ P.A. Murali
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P.A. Murali, Chief Financial Officer
