Edgar Filing: GRANITE CITY FOOD & BREWERY LTD

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As filed with the Securities and Exchange Commission on April 20, 2004

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Granite City Food & Brewery Ltd.
(Exact Name of Registrant as Specified in Its Charter)

Minnesota		41-1883639
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
5831 Cedar Lake Road St. Louis Park, Minnesota 55416 (Address, including Zip Code, of Principal Executive Offices)

GRANITE CITY FOOD & BREWERY LTD. 2002 EQUITY INCENTIVE PLAN
GRANITE CITY FOOD & BREWERY LTD. NONQUALIFIED STOCK OPTION AGREEMENTS
(Full Title of the Plan)

STEVEN J. WAGENHEIM		*Copies to:*
President and Chief Executive Officer		AVRON L. GORDON, ESQ.
Granite City Food & Brewery Ltd.		BRETT D. ANDERSON, ESQ.
5831 Cedar Lake Road		Briggs and Morgan, P.A.
St. Louis Park, Minnesota 55416		2400 IDS Center
(952) 525-2070		80 South Eighth Street
(Name, address, including zip code,		Minneapolis, Minnesota 55402
and telephone number, including		(612) 977-8400 (phone)
area code, of Agent for Service)		(612) 977-8650 (fax)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered		Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee


Granite City Food & Brewery Ltd. 2002 Equity Incentive Plan
	Options to purchase common stock	82,287	N/A	N/A	N/A
	Common stock (par value $0.01 per share)	82,287	$5.185(2)	$426,658.10	$54.06
Granite City Food & Brewery Ltd. Nonqualified Stock Option Agreements
	Options to purchase common stock	78,500	N/A	N/A	N/A
	Common stock (par value $0.01 per share)	58,500	$1.65	$96,525.00	$12.23
	Common stock (par value $0.01 per share)	20,000	$2.45	$49,000.00	$6.21

(1): This registration statement also covers any additional shares of common stock which become issuable under the Granite City Food & Brewery Ltd. 2002 Equity Incentive Plan or the Granite City Food & Brewery Ltd. Nonqualified Stock Option Agreements by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock.
(2): Estimated solely for the purpose of calculating the registration fee under Rule 457(h) of the Securities Act and based upon the average of the high and low sale prices for such stock on April 15, 2004, as reported by The Nasdaq SmallCap Market.

REGISTRATION OF ADDITIONAL SHARES

This Registration Statement is being filed by Granite City Food & Brewery Ltd. (the "Company") pursuant to General Instruction E to the Form S-8 Registration Statement under the Securities Act of 1933, as amended, to register an additional 82,287 shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), which will be issued pursuant to the Company's 2002 Equity Incentive Plan (the "Plan"). A total of 680,000 shares of Common Stock issuable under the Plan have been previously registered pursuant to the Company's Form S-8 Registration Statements filed with the SEC on September 20, 2002 (File No. 333-99877) and April 30, 2003 (File No. 333-104861).

In addition, this Registration Statement is being filed by the Company to register 78,500 shares of the Company's Common Stock which will be issued pursuant to certain Nonqualified Stock Option Agreements of the Company.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to documents we file with the SEC. The information incorporated by reference is considered to be part of this registration statement. Information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the shares covered by this registration statement have been sold or deregistered:

•: Annual Report on Form 10-KSB for the fiscal year ended December 28, 2003; and
•: Description of our units (each consisting of one share of common stock and one redeemable Class A Warrant to purchase one share of common stock), our common stock and our Class A Warrants contained in our Registration Statement on Form 8-A/A (File No. 000-29643) filed on March 19, 2001.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

We are governed by Minnesota Statutes Chapter 302A. Minnesota Statutes Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements and reasonable expenses, including attorney's fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions; acted in good faith; received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation.

As permitted by Section 302A.251 of the Minnesota Statutes, Article 9 of our Articles of Incorporation provides that we will indemnify and may, in the discretion of our board of directors, insure our current and former directors, officers and employees in the manner and to the fullest extent permitted by law. Section 6.1 of our By-laws provides that we will indemnify, in accordance with the terms and conditions of Section 302A.521 of the Minnesota Statutes, the following persons: (a) officers and former officers; (b) directors and former directors; (c) members and former members of committees appointed or designated by the board of directors; and (d) employees and former employees.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

See "Exhibit Index."

Item 9. Undertakings.

The small business issuer will:

(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i): Include any prospectus required by Section 10(a)(3) of the Securities Act.
(ii): Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(iii): Include any additional or changed material information on the plan of distribution.

provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required in a post-effective amendment is incorporated by reference from periodic reports filed by the small business issuer under the Exchange Act.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers, and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer, or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 the City of St. Louis Park, State of Minnesota, on the 20th day of April, 2004.

		GRANITE CITY FOOD & BREWERY LTD.
		By		/s/ STEVEN J. WAGENHEIM Steven J. Wagenheim President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven J. Wagenheim and Monica A. Underwood, and each of them, as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ STEVEN J. WAGENHEIM Steven J. Wagenheim	President, Chief Executive Officer and Director (Principal Executive Officer)	April 20, 2004
/s/ MONICA A. UNDERWOOD Monica A. Underwood	Interim Chief Financial Officer and Corporate Controller (Principal Financial Officer and Principal Accounting Officer)	April 20, 2004
/s/ WILLIAM E. BURDICK William E. Burdick	Chairman of the Board, Brewmaster and Director	April 20, 2004
/s/ ARTHUR E. PEW III Arthur E. Pew III	Director	April 20, 2004
/s/ JAMES G. GILBERTSON James G. Gilbertson	Director	April 20, 2004
/s/ BRUCE H. SENSKE Bruce H. Senske	Director	April 20, 2004
/s/ EUGENE M. MCGOWAN Eugene E. McGowan	Director	April 20, 2004
/s/ STEVE T. KIRBY Steve T. Kirby	Director	April 20, 2004

EXHIBIT INDEX

Exhibit Number		Description
4.1		Articles of Incorporation of the Registrant, as amended (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on November 13, 2002 (File No. 0-29643)).
4.2		By-laws of the Registrant (incorporated by reference to our Registration Statement on Form SB-2, filed on December 22, 1999 (File No. 333-93459)).
4.3		Specimen common stock certificate (incorporated by reference to our Current Report on Form 8-K, filed on September 20, 2002 (File No. 0-29643)).
4.4		Form of Warrant Agreement (incorporated by reference to our Current Report on Form 8-K, filed on September 20, 2002 (File No. 0-29643)).
4.5		Specimen unit certificate (incorporated by reference to our Current Report on Form 8-K, filed on September 20, 2002 (File No. 0-29643)).
4.6		Amendment No. 1 to Warrant Agreement (including specimen Class A Warrant certificate) (incorporated by reference to our Current Report on Form 8-K, filed on September 20, 2002 (File No. 000-29643)).
5		Opinion of Briggs and Morgan, Professional Association.
23.1		Consent of Briggs and Morgan, Professional Association (included in Exhibit 5).
23.2		Consent of Independent Certified Public Accountant.
24		Powers of Attorney (included on Signature Page).

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REGISTRATION OF ADDITIONAL SHARES
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Item 4. Description of Securities.

Item 5. Interests of Named Experts and Counsel.

Item 6. Indemnification of Directors and Officers.

Item 7. Exemption From Registration Claimed.

Item 8. Exhibits.

Item 9. Undertakings.

SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX