As filed with the Securities and Exchange Commission on May 1, 2000
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
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Portland Brewing Company
(Exact name of registrant as specified in its charter)
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Oregon 93-0865997
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
2730 NW 31st Avenue, Portland, Oregon 97210
(Address of Principal Executive Offices)
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Portland Brewing Company Incentive Stock Option Plan
(Full Title of the Plans)
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Charles A. Adams, President
Portland Brewing Company
2730 NW 31st Avenue, Portland, Oregon 97210
Telephone: (503) 226-7623
(Name, address and telephone number, including area code, of agent for service)
A copy of all communications should be sent to:
Carmen M. Calzacorta
Schwabe, Williamson & Wyatt
1211 SE Fifth Ave.
Portland, OR 97204
503-222-9981
Calculation of Registration Fee
<TABLE>
<CAPTION>
=============================================================================================
Proposed maximum Proposed maximum Amount of
Title of Securities Amount to be offering price per aggregate offering registration
to be Registered registered(1) share(2) price fee
- ------------------- ------------- ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock 236,500 $.54 $127,710 $33.72
(under Incentive
Stock Option Plan)
=============================================================================================
</TABLE>
(1) This Registration Statement registers an additional 236,500 shares, for
a total of 400,000 shares under the Incentive Stock Option Plan. This
Registration Statement shall also cover any additional shares of Common
Stock that may become issuable under the Incentive Stock Option by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Portland Brewing Company's
outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the price at
which the options may be exercised as determined by Registrant's Board
of Directors pursuant to the Incentive Stock Option Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to an amendment to the Portland
Brewing Company Incentive Stock Option Plan (the "Plan") providing for an
increase in the number of shares of common stock issuable under the Plan.
Pursuant to Instruction E of the General Instructions to Form S-8, the contents
of the Registrant's prior Registration Statement on Form S-8 relating to the
Plan (Registration No. 33-93754), filed on June 21, 1995, are incorporated by
reference and the balance of this Registration Statement consists only of
required opinions, consents and signatures. There is no additional information
required in this Registration Statement that was not included in Registrant's
prior Registration Statement.
Item 8. Exhibits
5.1 Opinion of Schwabe Williamson & Wyatt P.C. (filed with this
registration statement).
23.1 Consent of Arthur Andersen LLP (filed with this registration
statement).
23.2 Consent of Schwabe Williamson & Wyatt P.C (included in Opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of this
registration statement).
99.1 Addendum to Registrant's Incentive Stock Option Plan reflecting
the increase in the number of shares available for issuance under
such plan.
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 Portland, State of Oregon, on April 28, 2000.
PORTLAND BREWING COMPANY
/s/ Charles A. Adams
By:----------------------------------
Charles A. Adams, Chairman of the
Board, Chief Executive Officer and
Director
II-1
<PAGE>
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Charles A. Adams and Glenmore
James his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Charles A. Adams
- --------------------------- Chairman of the Board, Chief April 18, 2000
Charles A. Adams Executive Officer (Principal
Executive Officer) and Director
/s/ Glenmore James
- --------------------------- Chief Financial Officer April 18, 2000
Glenmore James (Principal Financial Officer
and Principal Accounting Officer
/s/ Frederick L. Bowman
- --------------------------- Director April 18, 2000
Frederick L. Bowman
/s/ Robert M. MacTarnahan
- --------------------------- Director April 19, 2000
Robert M. MacTarnahan
/s/ R. Scott MacTarnahan
- -------------------------- Director April 19, 2000
R. Scott MacTarnahan
- -------------------------- Director April __, 2000
Howard M. Wall, Jr.
/s/ Steven Goebel
- -------------------------- Director April 19, 2000
Steven Goebel
/s/ William J. Prenger
- -------------------------- Director April 19, 2000
William J. Prenger
II-2
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Schwabe Williamson & Wyatt P.C. (filed with this
registration statement).
23.1 Consent of Arthur Andersen LLP (filed with this registration
statement).
23.2 Consent of Schwabe Williamson & Wyatt P.C (included in Opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of this
registration statement).
99.1 Addendum to Registrant's Incentive Stock Option Plan reflecting
the increase in the number of shares available for issuance under
such plan.
II-3
[SCHWABE WILLIAMSON & WYATT P.C. LETTERHEAD]
Portland Brewing Company
2730 NW 31st Ave.
Portland, OR 97210
Ladies and Gentlemen:
You have requested that we render an opinion as counsel to Portland
Brewing Company, an Oregon corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement"), filed by the
Company under the Securities Act of 1933, as amended, relating to the
registration of an additional 236,500 shares ("Shares") of the common stock of
the Company issuable under the Company's Incentive Stock Option Plan, as amended
(the "Plan").
We have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Articles of
Incorporation, as amended, the Company's By-laws, as amended, the Registration
Statement, the Plan, and such other corporate documents and records and other
certificates, and we have made such investigations of law, as we have deemed
necessary to render this opinion. In such examination, we have assumed the
following: (a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to us
as copies; and (c) the truth, accuracy and completeness of the information,
representations and warranties contained in the documents, records and
certificates we reviewed.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and sold in accordance with the Plan and applicable Plan
documents (including upon payment of the option exercise price to the Company),
will be legally issued, fully paid and nonassessable.
We express no opinion as to matters of law in jurisdictions other than
the State of Oregon and the federal law of the United States. We specifically
express no opinion relating to the tax consequences of the Plan or the Shares.
<PAGE>
April 28, 2000
Page 2
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving our consent we do not admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Schwabe, Williamson & Wyatt, P.C.
Schwabe, Williamson & Wyatt, P.C.
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 24, 2000
included in the Portland Brewing Company Form 10-KSB for the year ended December
31, 1999 and to all references to our firm included in this registration
statement.
/s/ Arthur Andersen LLP
Portland, Oregon
April 24, 2000
PORTLAND BREWING COMPANY
INCENTIVE STOCK OPTION PLAN
"Addendum A"
The purpose of this Addendum A is to reflect that the number of Shares
now available under the Plan is 400,000. This number reflects the following
events:
o a 10-for-1 stock split effected by the Company's Board of Directors on
October 15, 1992, which increased the number of Shares available under the
Plan from 3,400 to 34,000 Shares
o an increase in the number of Shares available under the Plan from 34,000
Shares to 109,000 Shares pursuant to an amendment to the Plan approved by
the Company's Board of Directors on August 26, 1994 and its shareholders on
November 8, 1994
o a 3-for-2 stock split effected on November 18, 1994 which increased the
number of Shares available to 163,500 Shares
o an increase in the number of Shares available under the Plan from 163,500
Shares to 400,000 Shares pursuant to an amendment to the Plan approved by
the Company's Board of Directors on October 23, 1998 and its shareholders
on December 12, 1998
Section 5.1 of ARTICLE 5 is amended to read as follows in its entirety:
5.1 Aggregate Shares Available. The maximum aggregate number
of Shares which may be optioned and sold under this Plan is 400,000,
plus the number of Shares issued upon exercise of Options which are
reacquired by the Company upon the exercise of Incentive Stock Options.
In the event that Options granted under the Plan shall for any reason
terminate, lapse, be forfeited, or expire without being exercised, the
Shares subject to such unexercised Options shall again be available for
granting under this Plan.
