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
February 19, 2008 (February 13, 2008)
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):
|X| 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 13, 2007, Redhook Ale Brewery, Incorporated (the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Widmer
Brothers Brewing Company, an Oregon corporation ("Widmer"). The Merger Agreement
provides, subject to customary conditions to closing, for a merger (the
"Merger") of Widmer with and into the Company. A copy of the Merger Agreement
was included as an exhibit to the Company's current report on Form 8-K filed
with the Securities and Exchange Commission on November 13, 2007.
On February 13, 2008, the Company and Paul S. Shipman, Chief Executive Officer
and Chairman of the Board, entered into an employment agreement (the "Amended
Employment Agreement") that amends and restates the employment agreement dated
November 19, 2007 between the Company and Mr. Shipman (the "Original
Agreement"). The term of the Amended Employment Agreement (the "Term") commences
on the date that the Merger is consummated (the "Effective Date") and ends on
the last day of the month in which the first anniversary of the Effective Date
occurs (the "Termination Date"). The terms of Mr. Shipman's current letter of
agreement regarding employment, dated June 23, 2005 ("Letter of Agreement"),
will remain in effect until the Effective Date.
The Amended Employment Agreement provides that Mr. Shipman will cease to serve
as Chief Executive Officer on the Effective Date, at which time he will receive
all bonuses due under the Letter of Agreement, prorated through the Effective
Date, as well as payments for accrued but unused vacation and sick leave. During
the Term, Mr. Shipman will be employed as Consultant to the Board with the title
Chairman Emeritus and will render consulting services as directed by the Board
of Directors of the Company. Mr. Shipman will receive a minimum base salary of
$90,000 per year for his services during the Term. For any services rendered by
Mr. Shipman in excess of 180 days during the Term, the Company will additionally
compensate Mr. Shipman at a rate of $500 per day. The Company will also provide
Mr. Shipman with four weeks vacation, retirement and other fringe benefits
provided to other similarly situated executive employees.
Following the Term, Mr. Shipman will be paid severance of $267,800.16 per year
for two years in accordance with the Company's standard payroll policies. Mr.
Shipman will also be paid for any vacation and sick leave that accrues during
the Term but is not used. For 18 months following the Termination Date, the
Company will also pay the monthly premium for continuation of coverage under the
Company's health care plans (COBRA). For three years following the Termination
Date, Mr. Shipman will make himself available for consultation to the Company at
$500 per day.
The Employment Agreement also addresses the conditions under which Mr. Shipman
would be paid if the Employment Agreement were terminated before the end of the
Term. The Agreement also includes a non-compete and non-solicitation covenant,
which continues for a period of three years following the Termination Date.
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A copy of the Employment Agreement is attached hereto as Exhibit 10.1
Additional Information About the Merger and Where to Find It
The Company intends to file with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 that will include a joint proxy
statement/prospectus and other documents regarding the proposed merger.
Investors and security holders are urged to read the registration statement on
Form S-4 and the related joint proxy statement/prospectus (including any
amendments or supplements to those documents) and any other relevant materials
when they become available, because they will contain important information
about the Company, Widmer and the proposed merger. Investors and security
holders may obtain free copies of these documents (when they are available) and
other documents filed with the SEC at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by the Company by directing a request by email to
Investor.Relations@Redhook.com or by mail to Redhook Ale Brewery, Incorporated,
14300 NE 145th Street, Suite 210, Woodinville, WA 98072, Attn.: Investor
Relations. In addition, investors and security holders may access copies of
documents filed by the Company with the SEC in the Investor Relations area of
the Company's website at www.redhook.com.
Participants in the Solicitation
The Company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company
in connection with the proposed merger. Information concerning the interests of
these executive officers and directors in the merger, including their beneficial
ownership of the Company common stock, will be included in the joint proxy
statement/prospectus referred to above. Additional information regarding the
executive officers and directors of the Company is included in the Company's
proxy statement for its 2007 Annual Meeting of Shareholders, which was filed
with the SEC on April 20, 2007, and in its annual report on Form 10-K for the
year ended December 31, 2006, which was filed with the SEC on March 23, 2007.
These documents are available free of charge at the SEC's website (www.sec.gov)
and from Investor Relations of the Company at the email and mailing addresses
shown above.
Forward-Looking Statements
The foregoing information regarding the proposed merger includes forward-looking
statements that are subject to risks and uncertainties, including but not
limited to the possibility that the proposed merger may not ultimately close for
a number of reasons, such as either company not obtaining the requisite
shareholder approval or the inability to obtain the approval of Anheuser-Busch
Incorporated; that prior to closing of the merger, the businesses of the Company
and Widmer, including the retention of key employees, may suffer due to
uncertainty; that, in the event the merger is completed, the combined company
may not have greater opportunities and advantages; that the combination of the
Company and Widmer may not result in a company better positioned to compete on a
national basis; that the operational, financial and management controls,
reporting systems and procedures of the combined companies may be inadequate;
and that the parties may be unable to successfully execute their integration
strategies or realize the expected benefits of the merger. Other factors that
could create or contribute to other risks and uncertainties are more fully
described in the Company's filings with the SEC, including, but not limited to,
the Company's annual report on Form 10-K for the year ended December 31, 2006.
The forward-looking statements in this report speak only as of the date hereof,
and the Company expressly disclaims any intent or obligation to update these
forward-looking statements.
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Item 8.01 Other Events
The disclosure included in Item 5.01 of this current report on Form 8-K is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Amended and Restated Employment Agreement between Paul S. Shipman
and Redhook Ale Brewery, Incorporated, dated as of February 13,
2008
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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: February 19, 2008 By: /s/ JAY T. CALDWELL
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Jay T. Caldwell
Chief Financial Officer and
Treasurer
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