Capital Beverage Corp – ‘8-K’ for 9/14/05

On:  Wednesday, 9/21/05, at 2:06pm ET   ·   For:  9/14/05   ·   Accession #:  1172665-5-505   ·   File #:  1-13181

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report -- form8k                               3     14K 
 2: EX-10.1     Material Contract                                     41    147K 
 3: EX-10.2     EX-10.2 Sub-Distribution Agreement                    11     44K 

8-K   —   Current Report — form8k
Document Table of Contents

8-K
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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

September 15, 2005
--------------------------------------------------
Date of Report (Date of earliest event reported)

CAPITAL BEVERAGE CORPORATION
 ---------------------------------------------------
 (Exact name of Company as specified in its charter)

  Delaware               0-13181            13-3878747
----------------------------  --------------   ---------------------  
(State or other jurisdiction   (Commission         IRS Employer       
  of incorporation)         File Number)     Identification No.)

700 Columbia Street, Brooklyn, New York          11231
--------------------------------------------------------------
(Address of principal executive offices)        (Zip Code)

(718) 488-8500
 -------------------------------------------------
 Company's telephone number, including area code

------------------------------------------------------------
(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 Company  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))                                    

8-K
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Item 1.01 Entry Into a Material Definitive Agreement                            

     As  of  September  15,  2005,  Capital  Beverage  Corporation,  a  Delaware
corporation  (the  "Company"),  entered into an Asset  Purchase  Agreement  (the
"Agreement") with Oak Beverages,  Inc., a New York corporation ("Oak"), pursuant
to which the Company  has agreed to sell,  and Oak has agreed to  purchase,  the
Company's exclusive distribution rights for the Pabst brands,  Pittsburgh brands
and Ballantine  brands.  The purchase price to be paid by Oak at closing will be
$9.3  million,  of which at least $1.5 million will be deposited  with an escrow
agent for at least 18 months for post closing  indemnification  claims which may
be asserted by Oak. It is anticipated that the proposed  transactions will close
during the fourth  quarter of 2005 and that the  proceeds  from the  transaction
will be used by the Company to repay  outstanding  indebtedness  and for working
capital  purposes.   The  Agreement  contains  customary   representations   and
warranties, conditions to closing (including shareholder and brewer approval and
the  distribution  by the Company of an  Information  Statement  on Schedule 14C
(the"  Information  Statement")  to  its  stockholders),   and  termination  and
indemnification provisions.                                                     

     Immediately following the execution of the Agreement,  certain stockholders
(the "Approving  Stockholders") of the Company holding an aggregate of 1,900,000
shares  of  the  Company's  common  stock,  representing  50.1%  of  the  shares
outstanding,  signed a written consent of  stockholders  approving the Agreement
and the exhibits and schedules thereto as well as the transactions  contemplated
thereby.  The  Approving  Stockholders  are  Carmine N.  Stella,  the  Company's
President,  Chief Executive  Officer and Chairman of the Board,  Anthony Stella,
the Company's  Vice President of Sales and Marketing (and the brother of Carmine
Stella), Michael Matrisciani, a director of the Company, Daniel Matrisciani, the
Company's  Vice  President of Operations and a director,  Alex  Matrisciani  and
Monty  Matrisciani  (each  of whom  are  the  brothers  of  Michael  and  Daniel
Matrisciani).                                                                   

     The Company and Oak also entered into a Sub-Distribution Agreement dated as
of September 15, 2005 (the "Sub-Distribution Agreement"),  pursuant to which Oak
will become a Company  sub-distributor of certain Pabst beers and malt beverages
(the "Products").  The Sub-Distribution Agreement will become effective when the
Company files an  Information  Statement on Schedule 14C with the Securities and
Exchange Commission and shall terminate on the earlier of (i) the closing of the
transactions  contemplated  by  the  Agreement,  (ii)  the  termination  of  the
Agreement,  (iii) 90 days  following  September  15,  2005,  or (iv) the earlier
termination  of the  Sub-Distribution  Agreement in  accordance  with its terms.
Under the terms of the  Sub-Distribution  Agreement,  Oak will have the right to
distribute the Products to customers located in Brooklyn, Queens, Staten Island,
Manhattan and the Bronx (the "Territory"),  and in exchange for such rights, Oak
will pay Pabst directly for its Product  purchases and, during the first 45 days
following the effective  date of the Agreement (the "45-Day  Period"),  Oak will
pay to Capital the following  amounts for Products received by Oak: (x) $.50 for
each case of Products  and (y) $2.00 for each barrel of  Products.  The purchase
price  to be paid by Oak to  Capital  in  connection  with  the  closing  of the
transactions  contemplated  by the Agreement shall be reduced by an amount equal
to the sum of: (i) $.25 for each case of Products  purchased  by Oak and sold by
Oak to  customers  in the  Territory,  plus (ii) $.50 for each case of  Products
purchased  by Oak but not sold to such  customers,  plus  (iii)  $1.00  for each
barrel  of  Products  purchased  by Oak  and  sold  by Oak to  customers  in the
Territory,  plus (iv) $2.00 for each barrel of Products purchased by Oak but not

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sold  to such  customers,  all  determined  during  the  45-Day  Period.  If the
Agreement  is  terminated  by either  party for any reason,  the Company will be
required to promptly pay to Oak the credits described above.                    

Item 9.01 Financial Statements and Exhibits.                                    

(d)  Exhibits                                                         

     10.01 Asset Purchase  Agreement  dated as of September 15, 2005 between the
Company and Oak.                                          

     10.02 Sub-Distribution Agreement dated as of September 15, 2005 between the
Company and Oak.                                          

SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.                                           

                    CAPITAL BEVERAGE CORPORATION

Date: September 19, 2005                                                        
                 By:    /s/ Carmine Stella
                                           -------------------------------------
             Name:  Carmine Stella
                                    Title: President and Chief Executive Officer

3 

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		9/21/05							None on these Dates
		9/19/05		3
		9/15/05		1		3
For Period End:		9/14/05
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