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 12, 2008 (February 7, 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 7, 2008, Gerard C. Prial notified the Company that, effective
February 8, 2008, he would resign as Vice President, Sales and Eastern
Operations of the Company.
On February 12, 2008, the Company and Mr. Prial entered into a letter of
agreement (the "Prial Letter") regarding employment and future severance. Mr.
Prial will continue to be employed by the Company in a non-executive capacity to
assist with sales and business development functions. Mr. Prial will continue to
be compensated at his current level, subject to review by the Compensation
Committee ("Committee") of the board of directors ("Board"). Mr. Prial will be
eligible for a yearly bonus not to exceed 20% of his base salary, such bonus to
be approved by the Board on the recommendation of the Committee. Mr. Prial will
also be entitled to participate in all of the Company's employee benefit plans
for which he is eligible.
In the event that Mr. Prial's employment with the Company is terminated by the
Company for any reason other than for cause, Mr. Prial will be entitled to a
severance payment equal to one month of base salary per year of service, or 16
months in Mr. Prial's case, plus accrued but unused vacation and sick leave. The
Company will also pay the monthly premium for continuation of coverage under the
Company's health care plans (COBRA) for up to 16 months or until Mr. Prial finds
new employment with comparable health care coverage. The Prial Letter notes that
the Company anticipates that, in connection with the Merger, it will require Mr.
Prial's services until August 31, 2008.
A copy of the letter regarding employment 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.
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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 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 5.02 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 Letter regarding employment between Gerard C. Prial and Redhook
Ale Brewery, Incorporated, dated as of February 12, 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 12, 2008 By: /s/ JAY T. CALDWELL
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Jay T. Caldwell
Chief Financial Officer and
Treasurer
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