As filed with the Securities and Exchange Commission on April 30, 2002
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOUNDERS FOOD & FIRKINS LTD.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1883639
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5831 CEDAR LAKE ROAD
ST. LOUIS PARK, MINNESOTA 55416
(Address, including Zip Code, of Principal Executive Offices)
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FOUNDERS FOOD & FIRKINS LTD. 1997 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
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STEVEN J. WAGENHEIM COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER AVRON L. GORDON, ESQ.
FOUNDERS FOOD & FIRKINS 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) 334-8400 (PHONE)
area code, of Agent for Service) (612) 334-8650 (FAX)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED AMOUNT
AMOUNT TO MAXIMUM MAXIMUM OF
TITLE OF EACH CLASS OF SECURITIES BE OFFERING PRICE AGGREGATE REGISTRATION
TOBE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE FEE
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FOUNDERS FOOD & FIRKINS LTD.
1997 DIRECTOR STOCK OPTION PLAN
Options to purchase common stock............ 110,000 N/A N/A N/A
Common stock (par value $0.01 per share).... 110,000 $1.81 $199,100 $18.32
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(1) This registration statement also covers any additional shares of common
stock which become issuable under the Founders Food & Firkins Ltd. 1997
Director Stock Option Plan 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 24, 2002, as reported by the
Nasdaq SmallCap Market.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by Founders Food & Firkins 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 110,000 shares of the Company's Common Stock, $0.01 par value (the
"Common Stock"), which will be issued pursuant to the Company's 1997 Director
Stock Option Plan (the "Plan"). A total of 250,000 shares of Common Stock
issuable under the Plan have been previously registered pursuant to the
Company's Form S-8 Registration Statement filed with the SEC on June 30, 2000
(File No. 333-40552), and the information contained therein is hereby
incorporated by reference.
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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:
o Annual Report on Form 10-KSB for the fiscal year ended December 30,
2001;
o Description of our units, common stock and Class A Warrants
contained in our Registration Statement on Form 8-A/A (File
No. 0-29643) filed on March 19, 2001; and
o Definitive Schedule 14A (Proxy Statement) filed on October 5, 2001.
ITEM 8. EXHIBITS.
See "Exhibit Index."
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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 30th day
of April, 2002.
FOUNDERS FOOD & FIRKINS LTD.
By /s/ Steven J. Wagenheim
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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 Mitchel I.
Wachman, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his 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 attorneys-in-fact and agents, and
each of them, 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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their 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 President, Chief Executive April 30, 2002
------------------------- Officer and Director
Steven J. Wagenheim (Principal Executive Officer)
/s/ Mitchel I. Wachman Chief Financial Officer, April 30, 2002
------------------------- Secretary and Director
Mitchel I. Wachman (Principal Accounting Officer
and Principal Financial
Officer)
/s/ William E. Burdick Chairman of the Board, April 30, 2002
------------------------- Brewmaster and Director
William E. Burdick
/s/ Arthur E. Pew III Director April 30, 2002
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Arthur E. Pew III
/s/ James G. Gilbertson Director April 30, 2002
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James G. Gilbertson
/s/ Bruce H. Senske Director April 30, 2002
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Bruce H. Senske
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Articles of Incorporation, as amended (incorporated by
reference to our Registration Statement on Form SB-2 (File No.
333-93459) filed December 22, 1999).
4.2 Bylaws (incorporated by reference to our Registration
Statement on Form SB-2 (File No. 333-93459) filed December 22,
1999).
4.3 Specimen common stock certificate (incorporated by reference
to our Registration Statement on Form SB-2/A (File No.
333-93459) filed February 22, 2000).
4.4 Form of Warrant Agreement (including specimen Class A Warrant
certificate) (incorporated by reference to our Registration
Statement on Form SB-2/A (File No. 333-93459) filed May 15, 2000).
4.5 Specimen unit certificate (incorporated by reference to our
Registration Statement on Form SB-2/A (File No. 333-93459)
filed May 15, 2000).
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).
5