As filed with the Securities and Exchange Commission on March 28, 2002.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
THE BOSTON BEER COMPANY, INC.
(Exact name of issuer as specified in its charter)
Massachusetts 04-3284048
(State of Incorporation) (IRS Employer Identification Number)
75 Arlington Street, Boston, MA 02116
(Address of Principal Executive Offices)
(617) 368-5000
(Registrant's telephone number, including area code)
THE BOSTON BEER COMPANY, INC.
1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
Frederick H. Grein, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
registered registered(1) Offering Price Per Share Aggregate Offering Price Fee(2)
Class A Common Stock
$.01 par value, per share 100,000 $14.675 $1,467,000 $135.01
(1) Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Plan to which this Registration Statement relates.
(2) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. The registration fee has been
calculated with respect to the shares registered on the basis of the average of
the high and low price as reported on the New York Stock Exchange ("NYSE"),
calculated at $14.675 on March 21, 2002.
NOTE
This Registration Statement is being filed solely for the purpose of
registering 100,000 additional shares of Class A Common Stock of The Boston Beer
Company, Inc. issuable pursuant to The Boston Beer Company, Inc. 1996 Stock
Option Plan For Non-Employee Directors (the "Plan") originally adopted in 1996.
The total number of shares issuable under the Plan is 200,000 as of December 14,
2001, of which 100,000 shares were previously registered on Form S-8 (Reg. No.
333-12221). Pursuant to Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 (Registration No. 333-12221) are herein
incorporated by reference.
ITEM 8. EXHIBITS
Number Description
4.1 Second Amendment to the 1996 Stock Option Plan For Non-Employee Directors.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
23.1 Consent of Hutchins, Wheeler & Dittmar, a Professional Corporation (including in Exhibit 5.1).
23.2 Consent of Arthur Andersen, LLP.
24.1 Powers of Attorney (See Page II-2).
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Boston, Massachusetts on March 27, 2002.
THE BOSTON BEER COMPANY, INC.
By /s/Martin F. Roper
Martin F. Roper, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Martin Roper and C. James Koch and each of them
acting without the other, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or in his name, place and
stead, in any and all capacities to sign any and all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, 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 attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Martin F. Roper President, Chief Executive Officer and March 27, 2002
Martin F. Roper Director (principal executive officer)
/s/Richard P. Lindsay Chief Financial Officer (principal March 27, 2002
Richard P. Lindsay financial and accounting officer)
/s/Richard P. Lindsay Chairman of the Board of Directors March 27, 2002
C. James Koch
/s/Pearson C. Cummin, III Director March 12, 2002
Pearson C. Cummin, III
/s/James C. Kautz Director March 27, 2002
James C. Kautz
/s/Robert N. Hiatt Director March 12, 2002
Robert N. Hiatt
/s/John B. Wing Director March 12, 2002
John B. Wing
HWDHWD2 957291v2
INDEX TO EXHIBITS
Exhibit
Number
4.1 Second Amendment to the 1996 Stock Option Plan For Non-Employee Directors.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
23.1 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen, LLP.
24.1 Powers of Attorney (See page II-2).