SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 28, 2005 (June 23, 2005)
Date of Report (Date of earliest event reported)
REDHOOK ALE BREWERY, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Washington 0-26542 91-1141254
(State or Other Jurisdiction (Commission file number) (I.R.S. Employer
of Incorporation) Identification No.)
14300 NE 145th Street, Suite 210
Woodinville, Washington 98072
(Address of Principal Executive Offices, Zip Code)
(425) 483-3232
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
On June 23, 2005, Redhook Ale Brewery, Incorporated (the "Company") and Paul S.
Shipman, President, Chief Executive Officer and Chairman of the Board, entered
into a letter of agreement (the "Shipman Agreement") regarding employment. The
Shipman Agreement is effective as of August 1, 2005. Mr. Shipman's current
employment agreement with the Company expires according to its terms on July 31,
2005.
The Shipman Agreement provides that Mr. Shipman will continue with the Company
as an "at-will" employee. Mr. Shipman will receive an annual base salary of
$250,000 per year, subject to review and annual adjustment as recommended by the
Compensation Committee and approved by the Board of Directors (the "Board"). Mr.
Shipman will be eligible for a yearly bonus, of which 50% will be discretionary
and 50% will be paid upon achieving certain targets per terms set forth by, and
as approved by, the Compensation Committee or the Board. Mr. Shipman's target
bonus for 2005 is $100,000. The Shipman Agreement also provides for an annual
car allowance of $10,200 per year. The Shipman Agreement further provides for a
special one-time bonus of $60,000 to be paid on July 31, 2005. In the event that
Mr. Shipman's employment with the Company is terminated by the Company for any
reason other than for cause, Mr. Shipman will be entitled to severance equal to
one month of base salary for each year of service with the Company not to exceed
24 months and to be reimbursed for health premiums for a period of 18 months.
A copy of the letter agreement with Mr. Shipman is attached hereto as
Exhibit 10.1
On June 23, 2005, Redhook Ale Brewery, Incorporated (the "Company") and David J.
Mickelson, Executive Vice President, Chief Financial Officer and Chief Operating
Officer, entered into a letter of agreement (the "Mickelson Agreement")
regarding employment. The Mickelson Agreement is effective as of August 1, 2005.
Mr. Mickelson's current employment agreement with the Company expires according
to its terms on July 31, 2005.
The Mickelson Agreement provides that Mr. Mickelson will continue with the
Company as an "at-will" employee. Mr. Mickelson will receive an annual base
salary of $186,000 per year, subject to review and annual adjustment as
recommended by the Compensation Committee and approved by the Board. Mr.
Mickelson will be eligible for a yearly bonus, of which 50% will be
discretionary and 50% will be paid upon achieving certain targets per terms set
forth by, and as approved by, the Compensation Committee or the Board. Mr.
Mickelson's target bonus for 2005 is $44,000. The Mickelson Agreement also
provides for an annual car allowance of $10,200 per year. The Mickelson
Agreement further provides for a special one-time bonus of $40,000 to be paid on
July 31, 2005. In the event that Mr. Mickelson's employment with the Company is
terminated by the Company for any reason other than for cause, Mr. Mickelson
will be entitled to severance equal to one month of base salary for each year of
service with the Company not to exceed 24 months and to be reimbursed for health
premiums for a period of 18 months.
A copy of the letter agreement with Mr. Shipman is attached hereto as
Exhibit 10.2
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit No. Description
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10.1 Letter between Paul S. Shipman, President, Chief Executive
Officer and Chairman of the Board and Redhook Ale Brewery,
Incorporated, dated June 23, 2005.
10.2 Letter between David J. Mickelson, Executive Vice President,
Chief Financial Officer and Chief Operating Officer and
Redhook Ale Brewery, Incorporated, dated June 23, 2005.
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SIGNATURE
Pursuant to the requirements of 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.
REDHOOK ALE BREWERY,
INCORPORATED
Dated: June 28, 2005 By: /s/ LORRI L. JONES
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Lorri L. Jones
Controller and Treasurer
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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10.1 Letter between Paul S. Shipman, President, Chief Executive
Officer and Chairman of the Board and Redhook Ale Brewery,
Incorporated, dated June 23, 2005.
10.2 Letter between David J. Mickelson, Executive Vice President,
Chief Financial Officer and Chief Operating Officer and Redhook
Ale Brewery, Incorporated, dated June 23, 2005.
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