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
May 22, 2008 (May 20, 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))
Item 8.01 Other Events
On November 13, 2007, Redhook Ale Brewery, Incorporated ("Redhook" or 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. The Merger Agreement
was amended by Amendment No. 1 dated April 30, 2008. 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 ("SEC") on November 13, 2007.
A copy of Amendment No. 1 to Merger Agreement is included as an exhibit to the
Company's registration statement on Form S-4/A filed with the SEC on May 12,
2008.
On March 26, 2008, the Company filed with the SEC a registration statement on
Form S-4 (333-149908), as amended by Amendment No. 1 dated May 2, 2008 and
Amendment No. 2 dated May 12, 2008, that includes a joint proxy
statement/prospectus and other documents regarding the proposed merger with
Widmer. The registration statement was declared effective on May 13, 2008.
On May 20, 2008, the Company held its earnings conference call for the first
quarter of 2008. During the conference call, representatives of Redhook
discussed Redhook's financial results for the first quarter of 2008, related
business issues, and Redhook's proposed merger with Widmer. A transcript of the
conference call is attached hereto as Exhibit 99.1.
Additional Information About the Merger and Where to Find It
The Company has filed with the SEC a registration statement on Form S-4 that
includes a joint proxy statement/prospectus and other documents regarding the
proposed merger with Widmer. 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) because they contain important information about Redhook, Widmer and
the proposed merger. Investors and security holders may obtain free copies of
these documents 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 Redhook 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 Redhook website at www.redhook.com.
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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 Redhook shareholders 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, is included in the joint proxy
statement/prospectus. Additional information regarding the executive officers
and directors of the Company is included in the Redhook annual report on Form
10-K/A for the year ended December 31, 2007, which was filed with the SEC on May
12, 2008. These documents are available free of charge at the SEC's website
(www.sec.gov) and from Redhook Investor Relations.
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/A for the year ended December 31, 2007.
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 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 Transcript of Conference Call held by Redhook Ale Brewery,
Incorporated on May 20, 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: May 22, 2008 By: /s/ JAY T. CALDWELL
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Jay T. Caldwell
Chief Financial Officer and
Treasurer
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