UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): January 26,
2009
MENDOCINO
BREWING COMPANY, INC.
(Exact
name of issuer as specified in its charter)
California
(State or
Other Jurisdiction of Incorporation)
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0-22524
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68-0318293
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(Commission
File No.)
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(IRS
Employer Identification Number)
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1601
Airport Road, Ukiah, California
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95482
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(Address
of principal executive offices)
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(Zip
Code)
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(707)
463-6610
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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):
Item
3.02. Unregistered Sales of Securities.
On
January 26, 2009, the Board of Directors (the "Board") of Mendocino Brewing
Company, Inc. (the "Company") approved the issuance of an aggregate of 283,076
shares of the Company's unregistered common stock to certain of the Company's
independent non-employee directors in recognition of services provided to the
Board by such directors and as compensation pursuant to the terms of the
Company's Directors' Compensation Plan for their attendance at Board and
Committee meetings held during 2007 and service to a special committee of the
Board during 2008. The Company believes that the issuance of the
aforementioned shares is exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933, as amended, because of the limited numbers of
recipients, the significant business experience and financial sophistication of
each of the recipients and the intimate knowledge and familiarity with the
Company's business possessed by such directors.
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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MENDOCINO
BREWING COMPANY, INC.
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(Registrant)
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Date:
January 29, 2009
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By:
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/s/ Yashpal
Singh |
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Yashpal
Singh |
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President
and Chief Executive Officer |
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