Registration Number 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
THE BOSTON BEER COMPANY, INC.
(Exact name of issuer as specified in its charter)
Massachusetts 04-3284048
(State of Incorporation) (IRS Employer Identification Number)
75 Arlington Street, Boston, Massachusetts 02116 (617) 482-1332
(Address and telephone number of Principal Executive Offices)
THE BOSTON BEER COMPANY, INC.
EMPLOYEE EQUITY INCENTIVE PLAN
(Full title of the Plan)
Frederick H. Grein, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
to be to be Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 1,000,000 $8.53125 $8,531,250 $2,371.69
- ------------------------------
</TABLE>
(1) Also registered hereunder are such additional number of shares of
Common Stock, presently indeterminable, as may be necessary to
satisfy the antidilution provisions of the
Plan to which this Registration Statement relates.
(2) All such shares are issuable upon exercise of outstanding options
with fixed exercise prices. Pursuant to Rule 457(h), the
aggregate offering price and the fee have been
computed upon the basis of the price at which the options
may be exercised.
(3) None of such shares are subject to outstanding options. The
exercise price of such options shall be determined at the time of
the grant. Accordingly, pursuant to Rule 457(c) and (h), the price
of $8.53125 per share, which is the average of the high and low
sale prices reported on the National Association of Securities
Dealers Automated Quotation System on December 2, 1998, is set
forth solely for purposes of calculating the filing fee.
- 2 -
<PAGE>
NOTE
This Registration Statement is being filed solely for the purpose
of registering 1,000,000 additional shares of Class A Common Stock of The Boston
Beer Company, Inc. issuable pursuant to The Boston Beer Company, Inc. Employee
Equity Incentive Plan (the "Equity Incentive Plan") originally adopted in 1995.
The total number of shares issuable under the Equity Incentive Plan is
2,687,500, of which 1,687,500 shares were previously registered on Form S-8
(Reg. No. 333-01798). Pursuant to Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 (Registration No. 333-01798) is herein
incorporated by reference.
Item 8. Exhibits.
Number Description
4.1 The Boston Beer Company, Inc. Employee Equity Incentive Plan.
(Filed as Exhibit 10.2 to the Registrant's Registration Statement
on Form S-1, File No. 33-96162, and herein incorporated by
reference.)
4.2 First Amendment of Equity Incentive Plan, as amended on February
23, 1996, and further amended on December 19, 1997.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation,
as to legality of shares being registered.
23.1 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consents of Independent Accountants - included in Registration
Statement under heading "Consent of Independent Accountants".
- 3 -
<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 Boston, Massachusetts on December 8, 1998
THE BOSTON BEER COMPANY, INC.
By:/s/ C. James Koch
Name: C. James Koch
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Title Date
/s/ C. James Koch President, Chief December 8, 1998
C. James Koch Executive Officer,
Clerk and Director
(principal executive officer)
/s/ Alfred W. Rossow, Jr. Executive Vice President, December 8, 1998
Alfred W. Rossow, Jr. Treasurer, Chief Financial
Officer and Director
(principal financial and
accounting officer)
/s/ Rhonda L. Kallman Director December 8, 1998
Rhonda L. Kallman
- 4 -
<PAGE>
/s/ Charles Joseph Koch Director December 8, 1998
Charles Joseph Koch
/s/ Pearson C. Cummin, III Director December 8, 1998
Pearson C. Cummin, III
/s/ James C. Kautz Director December 8, 1998
James C. Kautz
/s/ John B. Wing Director December 8, 1998
John B. Wing
/s/ Robert N. Hiatt Director December 8, 1998
Robert N. Hiatt
- 5 -
<PAGE>
EXHIBIT INDEX
Number Description
4.1 The Boston Beer Company, Inc. Employee Equity Incentive Plan.
(Filed as Exhibit 10.2 to the Registrant's Registration Statement
on Form S-1, File No. 33-96162, and herein
incorporated by reference.)
4.2 First Amendment of Equity Incentive Plan, as amended on February
23, 1996, and further amended on December 19, 1997.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation,
as to legality of shares being registered.
23.1 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consents of Independent Accountants - included in Registration
Statement under heading "Consent of Independent Accountants".
- 6 -
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of The Boston Beer Company, Inc. on Form S-8 of our report dated February 13,
1998, on our audits of the consolidated financial statements of The Boston Beer
Company, Inc. as of December 27, 1997 and December 28, 1996, and for each of the
three years in the period ended December 27, 1997, which report is included in
the Form 10-K of The Boston Beer Company, Inc. for the year ended December 27,
1997.
/s/Pricewaterhouse Coopers LLP
Pricewaterhouse Coopers LLP
Boston, Massachusetts
December 7, 1998
326719-1
- 7 -
<PAGE>
December 8, 1998
The Boston Beer Company, Inc.
75 Arlington Street
Boston, MA 02116
Ladies and Gentlemen:
We are counsel to The Boston Beer Company, Inc., a Massachusetts
Corporation (the "Company"), and as such counsel we are familiar with the
corporate proceedings taken in connection with the adoption of the Company's
1995 Employee Equity Incentive Plan, (the "Plan"). We are also familiar with the
Registration Statement on Form S-8 to which a copy of this opinion will be
attached as an Exhibit.
As such counsel, we have examined the corporate records of the Company,
including its Articles of Organization, By-laws, Minutes of Meetings of its
Board of Directors and Stockholders and such other documents as we have deemed
necessary as a basis for the opinions herein expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is duly organized and validly existing under the
laws of the Commonwealth of Massachusetts.
2. The Company has duly reserved 2,687,500 shares of common stock,
$.01 par value, per share, for issuance under the Plan.
3. The shares of common stock issuable pursuant to the Plan have
been duly authorized and, when issued in accordance with the
terms of the Plan, such shares will be validly issued, fully
paid and non-assessable shares of capital stock of the Company
to which no personal liability will attach.
<PAGE>
The Boston Beer Company, Inc.
December 7, 1998
Page 2
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 and to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/Hutchins, Wheeler & Dittmar
Hutchins, Wheeler & Dittmar
A Professional Corporation
FHG:GAP:367120-1
Enclosures
- 2 -
