Attached files
file | filename |
---|---|
EX-23 - EX-23 - GRANITE CITY FOOD & BREWERY LTD. | a12-2618_4ex23.htm |
EX-99.1 - EX-99.1 - GRANITE CITY FOOD & BREWERY LTD. | a12-2618_4ex99d1.htm |
EX-99.2 - EX-99.2 - GRANITE CITY FOOD & BREWERY LTD. | a12-2618_4ex99d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 21, 2011
Date of report (Date of earliest event reported)
Granite City Food & Brewery Ltd.
(Exact name of registrant as specified in its charter)
Minnesota |
|
0-29643 |
|
41-1883639 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
5402 Parkdale Drive, Suite 101
Minneapolis, MN 55416
(Address of principal executive offices, including zip code)
(952) 215-0660
(Registrants 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 registrant under any of the following provisions (see General Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
On November 4, 2011, Granite City Food & Brewery Ltd. (Granite City), through its wholly-owned subsidiary, Granite City Restaurant Operations, Inc., a Minnesota corporation (GCROI), entered into a Master Asset Purchase Agreement (MAPA) with CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR, LLC, 3720 Indy, LLC, CR NH, LLC, Parole CR, LLC, CR Florida, LLC, Restaurant Entertainment Group, LLC (REG), Clint R. Field and Eric Schilder, relating to the purchase of the assets of up to eight restaurants operated by the selling parties under the name Cadillac Ranch All American Bar & Grill.
On November 4, 2011, GCROI purchased the assets of the Cadillac Ranch restaurant operated by CR Minneapolis, LLC at the Mall of America in Bloomington, Minnesota (MOA), for $1,400,000, pursuant to an Asset Purchase Agreement under the MAPA with CR Minneapolis, LLC, REG and Mr. Field. On December 21, 2011, GCROI purchased the assets of the Cadillac Ranch restaurant operated by Kendall CR, LLC in Miami, Florida (Kendall), for $1,442,894, pursuant to an Asset Purchase Agreement under the MAPA with Kendall CR, LLC, REG and Mr. Schilder. On December 30, 2011, GCROI purchased (1) the assets of the Cadillac Ranch restaurant operated by CR NH, LLC in Oxon Hill, Maryland (National Harbor), for $1,174,600, pursuant to an Asset Purchase Agreement with CR NH, LLC, REG and Mr. Schilder, (2) the assets of the Cadillac Ranch restaurant operated by Parole CR, LLC in Annapolis, Maryland (Annapolis), for $1,350,000, pursuant to an Asset Purchase Agreement with Parole CR, LLC, REG and Mr. Field, (3) the assets of the Cadillac Ranch restaurant operated by Indy CR, LLC in Indianapolis, Indiana (Indy), for $800,948, pursuant to an Asset Purchase Agreement with Indy CR, LLC, REG and Mr. Field, and (4) certain REG intellectual property assets, for $1,538,729, pursuant to an Assignment of Intellectual Property with REG.
Granite City hereby amends its Current Report on Form 8-K dated December 21, 2011 to provide the financial statements and pro forma financial information regarding its acquisition of the foregoing assets. Exhibits 23, 99.1 and 99.2 are identical to those Granite City filed earlier today to amend its Current Report on Form 8-K dated November 4, 2011.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Cadillac Ranch Restaurants Audited Combined Financial Statements as of September 30, 2011 and December 31, 2010 are attached hereto as Exhibit 99.1 and are incorporated in their entirety herein by reference.
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Combined Financial Statements of Granite City Food & Brewery Ltd. are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.
(d) Exhibits
See Exhibit Index.
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.
|
|
Granite City Food & Brewery Ltd. | |
|
|
| |
|
|
| |
Date: January 18, 2012 |
|
By: |
/s/ James G. Gilbertson |
|
|
|
James G. Gilbertson |
|
|
|
Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
|
Description |
|
|
|
2.1 |
|
Master Asset Purchase Agreement by and among Granite City Restaurant Operations, Inc. and CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR, LLC, 3720 Indy, LLC, CR NH, LLC, Parole CR, LLC, and CR Florida, LLC and Restaurant Entertainment Group, LLC and Clint R. Field and Eric Schilder, dated November 4, 2011 (Schedules have been omitted pursuant to Item 601(b)(2)) (incorporated by reference to our Current Report on Form 8-K, filed on November 10, 2011 (File No. 000-29643)). |
|
|
|
2.2 |
|
Amendment No. 1 to Master Asset Purchase Agreement by and among Granite City Restaurant Operations, Inc. and Granite City of Maryland, Inc., and CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR, LLC, 3720 Indy, LLC, CR NH, LLC, Parole CR, LLC, and CR Florida, LLC and Restaurant Entertainment Group, LLC and Clint R. Field and Eric Schilder, dated December 21, 2011.* |
|
|
|
2.3 |
|
Amendment No. 2 to Master Asset Purchase Agreement by and among Granite City Restaurant Operations, Inc. and Granite City of Maryland, Inc., and CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR, LLC, 3720 Indy, LLC, CR NH, LLC, Parole CR, LLC, and CR Florida, LLC and Restaurant Entertainment Group, LLC and Clint R. Field and Eric Schilder, dated December 27, 2011.* |
|
|
|
10 |
|
Asset Purchase Agreement by and among Granite City Restaurant Operations, Inc., and Kendall CR, LLC, Restaurant Entertainment Group, LLC and Eric Schilder, dated December 21, 2011 (Schedules have been omitted pursuant to Item 601(b)(2)).* |
|
|
|
23 |
|
Consent of Independent Certified Public Accountants. |
|
|
|
99.1 |
|
Cadillac Ranch Restaurants Audited Combined Financial Statements as of September 30, 2011 and December 31, 2010. |
|
|
|
99.2 |
|
Unaudited Pro Forma Condensed Combined Financial Statements of Granite City Food & Brewery Ltd. |
|
|
|
99.3 |
|
Press Release, dated December 22, 2011.* |
* Previously filed.