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
December 2, 2005, (November 29, 2005)
Date of Report (Date of earliest event reported)
REDHOOK ALE BREWERY, INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Washington 0-26542 91-1141254
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(State or Other Jurisdiction (Commission file number) (I.R.S. Employer
of Incorporation) Identification No.)
14300 NE 145th Street, Suite 210
Woodinville, Washington 98072
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(Address of Principal Executive Offices, Zip Code)
(425) 483-3232
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(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):
[_] 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On November 29, 2005, the Board of Directors voted to elect David J. Mickelson
as President of Redhook Ale Brewery, Incorporated (the "Company") effective
December 1, 2005. Mr. Mickelson's duties will not change as a result of this
promotion; the change in his title is intended to reflect the type of work Mr.
Mickelson is already providing to the Company. Mr. Mickelson will continue to
serve as the Company's Chief Financial Officer and Chief Operating Officer, and
will hold the title President and Chief Financial Officer. Mr. Mickelson will
continue to serve as the Company's Principal Financial Officer.
Paul S. Shipman shall continue to serve the Company as its Chairman of the Board
and Chief Executive Officer and will hold the title Chairman of the Board, Chief
Executive Officer. Mr. Shipman's responsibilities will not change as a result of
the promotion of Mr. Mickelson. Mr. Shipman will continue to serve as the
Company's Principal Executive Officer.
Item 8.01 Other Events
On November 29, 2005, the Board of Directors of the Company approved the
acceleration of vesting of all of the Company's unvested stock options (the
"Acceleration"). The Acceleration is effective for stock options outstanding as
of December 30, 2005. These options were granted under the Company's 1992 Stock
Incentive Plan and 2002 Stock Option Plan. As a result of the Acceleration,
options to acquire approximately 137,000 shares of the Company's common stock,
or 16% of total outstanding options, become exercisable on December 30, 2005. Of
the approximately 137,000 shares subject to the Acceleration, options to acquire
approximately 70,000 shares of the Company's common stock at an exercise price
of $1.865 would have otherwise fully vested in August 2006; and options to
acquire approximately 67,000 shares of the Company's common stock at an exercise
price of $2.019 would have otherwise vested in August 2006 and August 2007. For
financial reporting purposes, the Company does not expect that the modification
will have a material impact on 2005 results of operations.
As a result of the Acceleration, the Company expects to reduce its exposure to
the effects of the Financial Accounting Standards Board ("FASB") Statement of
Financial Accounting Standard ("SFAS") No. 123R, Share-Based Payment. SFAS No.
123R requires all share-based payments to employees be recognized as expenses in
the statement of operations based on their fair values and vesting periods. SFAS
No. 123R is effective for fiscal years beginning after June 15, 2005. The
Company currently estimates that the Acceleration will result in a reduction in
stock-based compensation expense of approximately $75,000 in 2006 and
approximately $25,000 in 2007, as well as a reduction in future stock option
administrative costs associated with complying with SFAS No. 123R.
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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: December 2, 2005 By: /s/ LORRI L. JONES
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Lorri L. Jones
Principal Accounting Officer
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