Current Report Filing (8-k)
07 Outubro 2020 - 7:01AM
Edgar (US Regulatory)
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0000892222
2020-10-06
2020-10-06
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date of Report (date of earliest event reported): October 6, 2020
CRAFT
BREW ALLIANCE, INC.
(Exact
name of registrant as specified in its charter)
Washington
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0-26542
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91-1141254
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS
Employer Identification No.)
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929
North Russell Street
Portland,
OR 97227-1733
(Address
of principal executive offices, including zip code)
(503)
331-7270
(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 registrants
under any of the following provisions (see General Instruction A.2. below):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
(Title
of each class)
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(Trading
Symbol(s))
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(Name
of each exchange on which
registered)
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Common
Stock, par value $0.005
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BREW
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On October 6, 2020, Craft Brew Alliance,
Inc., a Washington corporation (the “Company”), Kona Brewery LLC, a Hawaii limited liability company
(“Kona”), and PV Brewing Partners, LLC, a Delaware limited liability company (“Buyer”),
completed the previously announced sale by the Company to Buyer of 100% of the outstanding membership interests of Kona pursuant
to that certain Membership Interest Purchase Agreement, dated as of June 10, 2020 (the “Purchase Agreement”),
by and among the Company, Kona and Buyer, as amended by that certain First Amendment to the Membership Interest Purchase Agreement,
dated as of October 1, 2020 (the “First Amendment”).
The foregoing descriptions of the Purchase
Agreement and First Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of
the Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 11, 2020 and is incorporated herein by reference, and the First Amendment,
a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 5, 2020 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description of Exhibit
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2.1
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Membership Interest Purchase Agreement, dated June 10, 2020, by and among Craft Brew Alliance, Inc., Kona Brewery LLC and PV Brewing Partners, LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on June 11, 2020, and incorporated herein by reference).*
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2.2
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First Amendment to the Membership Interest Purchase Agreement, dated October 1, 2020, by and among Craft Brew Alliance, Inc., Kona Brewery LLC and PV Brewing Partners, LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on October 5, 2020, and incorporated herein by reference).*
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*Exhibits and schedules have been omitted from this filing pursuant
to Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.
SIGNATURES
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.
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CRAFT BREW ALLIANCE, INC.
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Date: October 6, 2020
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By:
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/s/ Marcus H. Reed
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Name:
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Marcus H. Reed
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Title:
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General Counsel and Assistant Secretary
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