As filed with the Securities and Exchange Commission on August 20, 1999
Registration No. 333-___________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RAVENSWOOD WINERY, INC.
(Exact Name of Registrant as Specified in Its Charter)
California 94-3026706
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
18701 Gehricke Road
Sonoma, California 95476
(707) 938-1960
(Address, including zip code, and telephone number,
including area code of principal executive offices)
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RAVENSWOOD WINERY, INC.
EMPLOYEE STOCK PURCHASE PLAN
1999 EQUITY INCENTIVE PLAN
(Full title of plans)
Justin M. Faggioli
Executive Vice President
and Secretary
RAVENSWOOD WINERY, INC.
18701 Gehricke Road
Sonoma, California 95476
(707) 938-1960
(Name, and address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Maria Pizzoli, Esq.
Farella Braun & Martel LLP
235 Montgomery Street, 30th Floor
San Francisco, CA 94104-3159
(415) 954-4400
<PAGE>
<TABLE>
Calculation of Registration Fee
<CAPTION>
- ---------------------------- ---------------------- ----------------------- -------------------------- -------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) (2) price (2) fee
- ---------------------------- ---------------------- ----------------------- -------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, 550,000 $10.50 - $11.55 $5,888,115 $1,637
no par value
============================ ====================== ======================= ========================== ===================
<FN>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall be deemed to cover such additional shares of common
stock as may become issuable pursuant to the anti-dilution provisions of our
Employee Stock Purchase Plan and our 1999 Equity Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee. The
offering price per share and aggregate offering price are based upon (i) the
actual exercise price for shares subject to outstanding stock options previously
granted under our 1999 Equity Incentive Plan; and (ii) shares issuable under our
1999 Equity Incentive Plan and Employee Stock Purchase Plan, calculated on the
basis of the average of the high and low sales price of our common stock on
August 16, 1999, as reported on the Nasdaq National Market. The following chart
shows the calculation of the registration fee.
</FN>
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Type of Shares Number of Price Per Aggregate Offering
Shares Share Price Per Share
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock issuable pursuant 179,500 $ 10.50 $1,884,750
to outstanding options under the
1999 Equity Incentive Plan
Common Stock issuable pursuant 100,000 $ 11.55 $1,155,000
to outstanding options under the
1999 Equity Incentive Plan
Common Stock available for Grant 220,500 $ 10.53 $2,321,865
under the 1999 Equity Incentive Plan
Common Stock issuable under the 50,000 $ 10.53 $ 526,500
Employee Stock Purchase Plan
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</TABLE>
This Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act of 1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is not being prepared
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Commission allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and later information that we file
with the Commission will automatically update and supersede this information. We
are incorporating by reference the documents listed below and any future filings
made with the Commission under Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act until a post-effective amendment to this registration statement is
filed indicating that all of the securities registered by it have been issued or
which deregisters the securities which remain unissued:
(a) Our prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Securities Act"), that contains our audited
financial statements for the years ended June 30, 1997 and 1998.
(b) The description of our common stock contained in our Registration
Statement on Form 8-A, filed under Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including any amendments or reports
filed for the purpose of updating such description.
(c) Our Quarterly Report on Form 10-QSB, filed under Section 15(d) of
the Exchange Act on May 13, 1999.
(d) Our Quarterly Report on Form 10-QSB/A, filed under Section 15(d) of
the Exchange Act on May 26, 1999.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article FIFTH of our Articles of Incorporation, as amended, provides
for the indemnification of our officers and directors to the fullest extent
permissible under California law. Section 5.8 of our Bylaws requires us to
indemnify, and, in certain instances, advance expenses to, our agents, with
respect to certain costs, expenses, judgments, fines, settlements and other
amounts incurred in connection with any proceeding, to the fullest extent
permitted by applicable law. Persons covered by this indemnification provision
include our
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<PAGE>
current and former directors, officers, employees and other agents, as well as
persons who serve at our request as directors, officers, employees or agents of
another enterprise.
Section 317(b) of the General Corporations Law of the State of
California provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any proceeding, other than an
action by or in the right of the corporation to procure a judgment in its favor,
by reason of the fact that such the person is or was a director, officer,
employee or other agent of the corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with the proceeding if the agent acted in good faith and in a manner the agent
reasonably believed to be in the best interests of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful.
Section 317(c) of the California Corporations law provides that a
corporation shall have power to indemnify any agent who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was an agent, against expenses actually and
reasonably incurred by the agent in connection with the defense or settlement of
the action if the agent acted in good faith and in a manner the agent believed
to be in the best interest of the corporation and its shareholders. Section
317(c) further provides that no indemnification may be made for any of the
following: (i) in respect of any claim, issue or matter as to which the agent
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which such proceeding is or was pending shall determine
that the agent is fairly and reasonably entitled to indemnification for
expenses, (ii) of amounts paid in settling or otherwise disposing of a pending
action without court approval and (iii) of expenses incurred in defending a
pending action which is settled or otherwise disposed of without court approval.
Section 317(d) of the Corporations law requires that an agent be
indemnified against expenses actually and reasonably incurred to the extent the
agent has been successful on the merits in the defense of proceedings referred
to in subdivisions (b) or (c) of Section 317.
Except as provided in Section 317(d), and pursuant to Section 317(e),
indemnification under Section 317 shall be made by the corporation only if
specifically authorized and upon a determination that indemnification is proper
under the circumstances because the agent has met the applicable standard of
conduct set forth in Section 317(b) or (c), by any of the following: (i) a
majority vote of a quorum consisting of directors who are not parties to the
proceeding, (ii) if such a quorum of directors is not obtainable, by independent
legal counsel in a written opinion, (iii) approval of the shareholders, provided
that any shares owned by the agent may not be counted in this vote, or (iv) the
court in which such proceeding is or was pending.
Pursuant to Section 317(f) of the Corporations law, the corporation may
advance expenses incurred in defending any proceeding upon receipt of an
undertaking by the agent to repay the amount if it is ultimately determined that
the agent is not entitled to be indemnified.
Section 317(h) provides, with certain exceptions, that no
indemnification shall be made under Section 317 where it appears that it would
be inconsistent with a provision of the corporation's articles, bylaws, a
shareholder resolution or an agreement which prohibits or otherwise limits
indemnification, or where it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 317(i) authorizes a corporation to purchase and maintain
insurance on behalf of an agent for liabilities arising by reason of the agent's
status, whether or not the corporation would have the power to indemnify the
agent against liability under the provisions of Section 317. Section 5.8 of our
Bylaws authorizes us to purchase and maintain insurance on behalf of any person
indemnified by us. We currently maintain a directors and officers liability
policy in the amount of $5,000,000.
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<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Our Amended and Restated Articles of Incorporation (1)
4.2 Our Amended and Restated Bylaws (1)
4.3 Specimen Stock Certificate (2)
5.1 Opinion of Farella Braun & Martel LLP
23.1 Consent of Odenberg, Ullakko, Muranishi & Company, LLP, Independent
Auditors.
23.2 Consent of Farella Braun & Martel LLP (contained in Exhibit 5.1
hereof).
24 Power of Attorney (contained on page 5 hereof).
99.1 1999 Equity Incentive Plan (1)
99.2 Employee Stock Purchase Plan (1)
1. Filed as an exhibit to the Registration Statement on Form S-B2 (No.
333-71729) on February 4, 1999, and incorporated herein by reference.
2. Filed as an exhibit to Amendment No. 2 to the Registration Statement
on Form S-B2 (No. 333-71729) on April 2, 1999, and incorporated herein by
reference.
ITEM 9. Undertakings.
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 (Section 239.13 of this chapter) or Form
S-8 (Section 239.16b of this chapter) and the information to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
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<PAGE>
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's Annual
Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in to this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of 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 Sonoma, State of California, on the 17th day of
August, 1999.
RAVENSWOOD WINERY, INC.
By: /s/ W. Reed Foster
---------------------------------
W. REED FOSTER
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints W. Reed Foster, Joel E. Peterson, Callie S. Konno
and Justin M. Faggioli, and each of them, to act as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments,
exhibits thereto and other documents in connection therewith), and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his or her substitute or substitutes or
all of them may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons, in the capacities indicated
on the 17th day of August, 1999.
Signature Title
/s/ W. Reed Foster Chairman of the Board and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)
W. Reed Foster
/s/ Joel E. Peterson President, Winemaker and Director
- ----------------------------
Joel E. Peterson
/s/ Callie S. Konno Chief Financial Officer and Director
- ---------------------------- (Principal Financial and Accounting Officer)
Callie S. Konno
/s/ Justin M. Faggioli Executive Vice President, Secretary and Director
- ----------------------------
Justin M. Faggioli
/s/ James F. Wisner Director
- ----------------------------
James F. Wisner
/s/ Robert E. McGill III Director
- ----------------------------
Robert E. McGill III
5
<PAGE>
EXHIBIT INDEX
4.1 Our Amended and Restated Articles of Incorporation (1)
4.2 Our Amended and Restated Bylaws (1)
4.3 Specimen Stock Certificate (2)
5.1 Opinion of Farella Braun & Martel LLP
23.1 Consent of Odenberg, Ullakko, Muranishi & Company, LLC, Independent
Auditors.
23.2 Consent of Farella Braun & Martel LLP (contained in Exhibit 5.1
hereof).
24 Power of Attorney (contained on page 5 hereof).
99.1 1999 Equity Incentive Plan (1)
99.2 Employee Stock Purchase Plan (1)
1. Filed as an exhibit to the Registration Statement on Form S-B2 (No.
333-71729) on February 4, 1999, and incorporated herein by reference.
2. Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form
S-B2 (No. 333-71729) on April 2, 1999, and incorporated herein by reference.
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EXHIBIT 5.1
[LETTERHEAD OF FARELLA BRAUN & MARTEL LLP]
August 18, 1999
Ravenswood Winery, Inc.
18701 Gehricke Road
Sonoma, California 95476
Re: Registration Statement on Form S-8 - 1999 Equity Incentive Plan and Employee
Stock Purchase Plan
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Ravenswood Winery, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of 550,000 shares of
the Company's Common Stock (the "Shares"), including 279,500 shares issuable
pursuant to outstanding options under the Company's 1999 Equity Incentive Plan
(the "1999 Plan"), 220,500 additional shares available for grant under the 1999
Plan and 50,000 additional shares issuable under the Company's Employee Stock
Purchase Plan (the "ESPP").
In connection with this opinion, we have examined the Registration
Statement and related Prospectuses, your Articles of Incorporation, as amended,
and Bylaws, as amended, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Registration Statement and the 1999 Plan or the ESPP, as the case may be, will
be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Farella Braun & Martel LLP
Farella Braun & Martel LLP
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Ravenswood Winery, Inc. of our report dated September
15, 1998, except as to Note 16, which is as of February 1, 1999, appearing on
page F-2 of the Prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Securities Act"), that contains the audited
financial statements for the fiscal years ended June 30, 1997 and 1998.
/s/ Odenberg, Ullakko, Muranishi & Co. LLP
Odenberg, Ullakko, Muranishi & Co. LLP
San Francisco, California
August 16, 1999
8
