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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): January 13, 2006 |
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The Boston Beer Company, Inc. |
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(Exact name of registrant as specified in its charter) |
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Massachusetts |
001-14092 |
04-3284048 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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75 Arlington Street, Boston, MA |
02116 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code (617) 368-5000 |
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c)) |
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<PAGE>
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Item 5.02. |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
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On January 13, 2006, the sole stockholder of the Class B Common Stock of The Boston Beer Company, Inc. increased the number of Class B Directors by one (1) to a total of five (5) Class B Directors and appointed Jay Margolis to fill that position until the next annual meeting of Class B Stockholders or until his successor is duly elected and qualified. As of the date of this report, Mr. Margolis has not been appointed to any committee of the Board of Directors. Mr. Margolis has no material relationship with the Registrant (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Registrant) and is independent as provided in the New York Stock Exchange and Securities and Exchange Commission director independence standards. |
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The Registrant issued a press release regarding such appointment, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. |
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Exhibit 99.1 - Press Release of The Boston Beer Company, Inc. dated January 13, 2006. |
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SIGNATURES |
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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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The Boston Beer Company, Inc. |
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(Registrant) |
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Date: January 13, 2006 |
/s/ Martin F. Roper |
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Martin F. Roper |
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Chief Executive Officer |
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(Signature)* |
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* Print name and title of the signing officer under his signature. |
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<PAGE> 2
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EXHIBIT 99.1 |
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For Immediate Release |
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Contact: |
Michelle Sullivan |
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The Boston Beer Company, Inc. |
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(617) 368-5165 |
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BOSTON BEER APPOINTS JAY MARGOLIS DIRECTOR |
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BOSTON, MA (1/13/06) - The Boston Beer Company, Inc. (NYSE: SAM) announced today that Jay Margolis has been appointed a Director of the Company, effective immediately. |
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Mr. Margolis, 56, currently serves as the President of the Apparel Group of Limited Brands. Before joining Limited Brands in 2005, Mr. Margolis had been President and Chief Operating Officer of Reebok, Inc. since 2001, where he also served as a director. Before that he held senior executive positions at Espirit de Corp., Tommy Hilfiger, Liz Claiborne, and other well-known apparel companies. |
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Jim Koch, founder and chairman of the Company, said, "Jay's vast experience in managing well-known high-quality brands will be a great addition to the Board. We are delighted to have a marketer with Jay's instincts for the consumer and we look forward to his insights and guidance." |
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Mr. Margolis will serve as an independent Class B Director, filling a vacancy created by the increase in the number of Class B Directors from four to five by Mr. Koch, as the sole holder of the issued and outstanding Class B Common Stock. |
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"For years I have admired the Samuel Adams brand and its high standards for quality," Mr. Margolis said. "I am eager to begin work as a board member." |
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THE BOSTON BEER COMPANY BACKGROUND: |
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The Boston Beer Company is America's leading brewer of handcrafted, full-flavored beer. Founder and brewer, Jim Koch, brews Samuel Adams® using the time-honored, traditional four-vessel brewing process, and the world's finest all-natural ingredients. With over 18 distinctive, award-winning styles of beer, Samuel Adams offers discerning beer drinkers a variety of brews. The brewery has won more awards in international beer tasting competitions in the last five years than any other brewery in the world. Samuel Adams is an independent brewery and has half of a percent of the domestic beer market. The Company's flagship brand, Samuel Adams Boston Lager®, is brewed using the same recipe and processes that Jim Koch's great-great grandfather used in the mid 1800s. The result is a beer renowned by drinkers for its full flavor, balance, complexity, and consistent quality. For more information visit www.samueladams.com or visit www.bostonbeer.com for financial information. |
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