Ogden's Own Distillery makes award-winning quality craft spirits.
Financial Summary
Previous Fundraise Summary
| Security Type | Common Equity | |
|---|---|---|
| Investor Eligibility | All Investors | |
| Minimum Investment | $495 | |
| % Offered | 8.68% | |
| Voting Rights | Limited | |
| Dividend | At company's discretion | |
| Valuation | $20,000,000 |
Offering Materials
You may download these documents for your own use.
Investment Perks
Expired 06/30/2019 | $499,988.92
Diamond
Investors of $500,000 or more will receive Platinum perks plus our staff will develop four specialty cocktails and serve at a one-day event of your choosing for up to 100 people anywhere in the continental US.
Expired 06/30/2019 | $199,993.32
Platinum
Investors of $200,000 or more will receive Gold perks, plus a catered cocktail party for up to 50 guests at a location of their choosing, and a named cocktail at the distillery bar.
Expired 06/30/2019 | $99,991.04
Gold
Investors of $100,000 or more will receive the 1st Wife perks, plus a private cocktail party for up to 30 guests at a private location of their choosing. Name registered for a drawing to name a cocktail at the distillery bar opening in 2020.
Expired 06/30/2019 | $74,993.28
1st Wife
Investors of $75,000 or more will receive the 2nd Wife perks, plus invite to participate in a regularly scheduled quarterly call with Ogden’s Own Distillery, Inc. senior management.
Expired 06/30/2019 | $49,995.52
2nd Wife
Investors of $50,000 or more will receive the 3rd Wife perks, plus “creating unique cocktails” class at the new distillery location in 2020. Then participate in a private R & D session creating the custom cocktail menu for the new bar in the distillery slated to open 1st Quarter of 2020.
Expired 06/30/2019 | $19,995.96
3rd Wife
Investors of $20,000 or more will receive the 4th Wife perks, plus invite to an exclusive private pre-launch event for new distillery location. A choice of bar sign from our brands for the “man cave.”
Expired 06/30/2019 | $7,497.08
4th Wife
Investors of $7,500 or more will receive the 5th Wife perks, plus 15% off at our retail location on all items excluding spirits. First-hand bottling line experience for a day.
Expired 06/30/2019 | $2,495.28
5th Wife
Investors of $2,500 or more will receive limited edition Ogden’s Own Distillery t-shirt, two shareholder Moscow mule mugs.
Expired 06/30/2019 | $494.56
For Everyone
All investors will receive two tickets to the Annual Therapy Session (and presentation of the annual report.) They will also receive the Annual Owners Anniversary gift. All investors will receive invites to products launches, the new distillery location opening party, and many other events we are active participants in.
Expired 04/24/2019 | $7,497.08
Early Bird
All investors who invest $7,500+ by 11:59pm on April 24th will receive the next level of perks! (one wife up from your investment amount. I.e., invest $20,000, and you get 2nd Wife status.)
Pitch Deck
Financials
Financial projections are subject to certain risks of the business and may not be achieved. Projections only contemplate projected cash flows, are unaudited and may not be formulated in accordance with US Generally Accepted Accounting Principles. Consult the investment materials for more information on business specific risks and a discussion of the key risks that may impede the achievement of the revenue forecasts presented. There is no guarantee that an investment may achieve any level of return. Review our Risks of Investing before making an investment decision.
This is an overview of the previous and planned financings of the business, including the capital needs the business is looking to cover in the current financing.
Funding Uses for Target Raise ($500 k)
Marketing/Sales
$175,000
| Description | Marketing efforts to support expansion into AZ, NV, CA, NM through distribution deal with large supermarket chain. |
|---|---|
| Timing | 5 monthly payments beginning when investments close. |
Equipment Purchase
$150,000
| Description | Proceeds may also be used for minor equipment purchases and upgrades for operations. Proceeds are NOT being used to cash out any existing shareholders. |
|---|---|
| Timing | A one-time payment 12 months after investments close. |
Build Inventory
$100,000
| Description | Inventory purchases to support expansion efforts related to new distribution deal |
|---|---|
| Timing | 5 monthly payments beginning when investments close. |
Other
$60,000
| Description | Professional fees for legal reviews, accountants, attorneys, filings etc. |
|---|---|
| Timing | A one-time payment when investments close. |
Funding Uses for Max Raise ($1.9 mil)
In addition to target raise
Marketing/Sales
$500,000
| Description | Additional marketing efforts to support expansion into AZ, NV, CA, NM through distribution deal with large supermarket chain. |
|---|---|
| Timing | 20 monthly payments beginning 1 month after investments close. |
Build Inventory
$500,000
| Description | Additional inventory purchases to support expansion efforts |
|---|---|
| Timing | 5 monthly payments beginning when investments close. |
Other
$358,009
| Description | Additional working capital |
|---|---|
| Timing | 10 monthly payments beginning when investments close. |
Remaining funding uses include Localstake Marketplace fees. See offering materials for full details.
$5,452,156 from Other Financings
Outside Investors
(Equity)
$5,000,000
| Source | Outside Investors |
|---|---|
| Structure | Equity |
| Date Closed | January 15, 2021 |
Bank
(Debt)
$42,156
| Source | Bank |
|---|---|
| Structure | Debt |
| Date Closed | January 1, 2015 |
Bank
(Debt)
$320,000
| Source | Bank |
|---|---|
| Structure | Debt |
| Date Closed | June 24, 2013 |
Founders
(Establishment of Company)
$90,000
| Source | Founders |
|---|---|
| Structure | Establishment of Company |
| Date Closed | April 1, 2009 |
Q&A
Team
Steven Conlin
President and CEO
Background Check
CEO/President - Manages daily operations from payroll to marketing.
Timothy Smith
Founder, Production Manager
Background Check
Production Manager, founding member, creates and bring our tasty spirits to market.
Mitchell Moncur, CPA
Service Provider
Jones Simkins Certified Accountants
Smith's Supermarkets
Service Provider
We have a new distribution agreement with Kroger for Smith's Supermarkets across the Southwest. A pilot has started with 35 stores around Las Vegas.
Vinelore
Service Provider
Vine Lore is a locally owned alcoholic beverage brokerage, made up of knowledgeable educators and passionate advocates for food and wine culture in the Mountain West.
Johnson Brothers
Service Provider
Johnson Brothers is a family-owned wine, spirits, and beer distributor with headquarters in St. Paul, Minnesota.
Benchmark Beverage Company
Service Provider
Benchmark Beverage Company is an AFPD Company that was created on the idea that every brand matters and needs representation. We specialize in Michigan made, craft, hand crafted and boutique spirits which have the capability to grow and prosper within their categories.
Drink Think
Service Provider
Drink Think is a concierge brokerage firm and premier sales force representing local, national, and international distilleries.
Hayden Spirits
Service Provider
As the newest broker of spirits in Idaho and Montana, we've partnered with select brands to bring the full spirits experience to our customers so they can bring your brands to life with their consumers.
About Ogden's Own
Company Updates
Board of Directors Voting-Ogden's Own Distillery
May 24, 2021
The board has nominated the following individuals to Ogden's Own Board of Directors until the next annual meeting. You will vote "Yes", "No" or "Abstain" for EACH person. More information regarding each nominee is below. Please note that Andrew Jorgensen's bio has been updated and is different than the packet handed out at the meeting on Saturday, May 22, 2021.
Your email and last four digits of your SSN will be used to confirm your identity with your Localstake account. Join accounts only vote once. The number of shares you hold will reflect the number of votes on your behalf. Multiple submissions will result in your vote being counted as "Abstain".
You need to submit one voter submission
The deadline for submission will be 11:59 Mountain Time on Thursday, May 27, 2021.
Thank you for your participation.
Ogdens Own Distillery, Inc.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS To Be Held on Wednesday, May 22, 2021
ANNUAL MEETING INFORMATION
General
The enclosed proxy is solicited by the Board of Directors of Ogden's Own Distillery, Inc. (the "Company") for the Annual Meeting of Shareholders to be held at 11:00 a.m., Mountain Time, on Wednesday, May 22, 2021, and any adjournment or postponement thereof. Our principal offices are located at 615 W. Stockman Way. This Proxy Statement is first being made available to our shareholders on or about May 22, 2020.
Outstanding Securities and Quorum
Only holders of record of our common stock, par value $0.01 per share, at the close of business on May 22, 2020, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 1,949,054 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting if needed. A majority of the outstanding shares of common stock entitled to vote, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be included in determining the presence of a quorum for the Annual Meeting.
Internet Availability of Proxy Materials
We are furnishing proxy materials to all of our shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet.
Proxy Voting
Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board's recommendations as follows: "FOR" the election of each of the nominees to the Board named herein; "FOR" the ratification of the appointment of our independent auditors; "FOR" approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; "FOR" approval of the amendment to our Restated Certificate of Incorporation; and "AGAINST" each of the shareholder proposals. It is not expected that any additional matters will be brought before the Annual Meeting, but if other matters are properly presented, the persons named as proxies in the proxy card or their substitutes will vote in their discretion on such matters.
A link to vote will be sent to all shareholder's email addresses of record. An email will contain information regarding the window of voting and the procedures.
If you own common stock of record and you do not vote by proxy, your shares will not be voted.
Voting Standard
A nominee for director shall be elected to the Board if the votes cast for such nominee's election exceed the votes cast against such nominee's election. If the votes cast for any nominee do not exceed the votes cast against the nominee, the Board will consider whether to accept or reject such director's resignation, which is tendered to the Board pursuant to the Board of Directors Guidelines on Significant Corporate Governance Issues. Abstentions and broker nonvotes will have no effect on the outcome of the election. Broker nonvotes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder's behalf.
For the amendment to our Restated Certificate of Incorporation, the affirmative vote of a majority of the outstanding shares of common stock entitled to vote is required to approve this matter. Abstentions and broker nonvotes, if any, are not counted as affirmative votes on this matter but are counted as outstanding and entitled to vote.
For all other matters proposed for a vote at the Annual Meeting, the affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote on the matter is required to approve the matter. For these matters, abstentions are not counted as affirmative votes on a matter but are counted as present and entitled to vote, and broker nonvotes, if any, will have no effect on the outcome of these matters.
Revocation
Once submitted, your vote can not be revoked.
Participating in the Annual Meeting
You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on May 1, 2021.
Election of Directors
In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at five. The Board proposed that the following five nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified:
Michael Glasmann
Stuart Smith
Andrew Jorgensen
Michael Coudreaut
John Arias
Biographical and related information on each nominee is set forth below.
Although the Board expects that the five nominees will be available to serve as directors. If any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.
Board of Directors Information
In evaluating the nominees for the Board of Directors, the Board took into account the qualities they seek for directors, and the directors' individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board's oversight of Ogden's Own Distillery. When evaluating re-nomination of existing directors, the Committee also considers the nominees' past and ongoing effectiveness on the Board and their independence.
Biographical Information
Michael J. Glasmann
Former Judge, Michael Glasmann has served as a mediator and arbitrator since leaving the bench in 2000. His mediation practice has focused on high-conflict disputes in the areas of probate/estate, real property (including boundary line by acquiescence, prescriptive easement and adverse possession), water law, construction, personal injury and general commercial. His body of work has demonstrated an ability to manage complex litigation and difficult emotional conflict while tenaciously assisting the parties toward settlement.
Judge Glasmann has mediated in excess of 2,000 cases primarily along the Wasatch front. In the area of arbitration, Mr. Glasmann has served both individually and as a panel member on numerous cases.
Education and Training
BA with honors in political science with a minor in psychology from the University of Utah 1976
JD University of Utah 1979
Formal mediation training 2000
Past Professional Activity
Member and officer in OIDC (Ogden Industrial Development Corporation)
President of the Ogden School Foundation
Former legal counsel for the Weber Basin Water Conservancy District
Judge Glasmann is a founding member of Ogden's Own and has served on the on the Executive Committee and Board of Directors for since 2009.
Holds 178,169 shares of Ogden's Own Distillery.
Stuart Smith
I am an original partner of Ogden's Own Distillery and have served on the Executive Committee and Board of Directors for 9 years. I have enjoyed my time in service of our partners and now shareholders. I bring a unique perspective on warehousing, inventory control and distribution given my professional background.
I was formerly Vice President and General Manager at Freeport Cold Storage in Clearfield from 1986 - 2021 when our business was sold to a regional cold storage operator.
I grew up in Salinas, CA and graduated from Salinas High School in 1981. I attended the University of California Davis, where I graduated with honors with a BA Degree in Economics with a specialization in finance.
I have served on the Board of Directors at the Ogden Golf and Country Club and the Ogden Pineview Yacht Club. I look forward my continued service on the Board of Directors to the benefit of all our shareholders.
Holds 178,169 shares of Ogden's Own Distillery.
Andrew Jorgensen
Andy Jorgensen is a serial entrepreneur and has started over 8 companies in his career - 3 of them making the list of Inc Magazine's top 500(0) fastest growing companies.
He has a BBA from Pace University with a concentration in Accounting and Finance. He is currently the Chief Revenue Officer at MindStream Analytics and manages an 8 person Sales and Marketing team across the U.S. Andy has deep roots in the Enterprise Software and Venture Capital space and regularly speaks at Startup, Investor, and Technology events across North America.
Currently on the executive committee of the Salt Lake City Angels, he currently manages investments in over 80 different companies. He is also helping to pilot the Northern Utah Angels with a team from Weber State. Andy mentors fast growing companies in strategy and finance through VentureCapital.org and the BoomStartup Incubator. Andy also sits on the Board(s) of several fast growing technology companies in Utah, New York, Boston, and the Bay area. He has engineered several exits including buyouts, mergers, and rollups of his companies.
Andy is a native of New York City and has lived in Utah for the past 12 years with his wife Lisa. He is passionate about skiing and founded New York's largest Ski Club in 2002. Currently one of the longest active members of Ski Utah, Andy is also a partial owner of SNO-GO ski bikes and Gilson Ski and Snowboard company.
Holds 178,1008 shares of Ogden's Own Distillery.
Michael Coudreaut
A native of Ossining, New York, Michael attended Columbia University in New York City for both undergraduate and medical school. He did his post-graduate residency in Psychiatry at UCLA. He came to Utah in 1994 to serve as a Major in the US Air Force Medical Corp at Hill Air Force Base. His stint at Hill lasted 3 years, but his love for all Utah has to offer kept him here.
Michael has been a psychiatrist with Intermountain Healthcare for the past 24 years, 10 years of which were as the Chairman of the Department of Psychiatry at LDS Hospital in Salt Lake City. He took an opportunity for a year-and-a-half leave of absence to teach at Dartmouth Medical School in New Hampshire in 2000 Michael's background as a psychiatrist provides him with a unique perspective on human nature and human motivations, both very useful skills when branding and selling products.
Michael has had many research articles published in scientific journals and has written and published a historical fiction novel. He currently coaches his teen son's soccer and mountain bike teams and still enjoys the many outdoor activities Utah offers. He was one of the original founding partners of Ogden's Own Distillery and has an active interest in its success.
Holds 178,169 shares of Ogden's Own Distillery.
John Arias
Born in Bogota Colombia 1962. Immigrated to USA 1965. US citizen. Grew up in Birmingham Alabama (through high school) College at Duke in Durham NC (French major) Medical school back in Alabama at University South Alabama in Mobile.
Internship in Memphis
Radiology subspecialty training at University of Utah. Have lived in Utah since 1989
Professionally, have been a practicing radiologist. More importantly, am one of three co founders of Direct Radiology (DR), a national scope 24/7 teleradiology practice.
DR started with the three founders in 2012, grew to 85 radiologists and 75 full-time employees by 2019. Our practice was larger than any other radiology practice in Utah.
I operated as CFO, was the managing partner over the finance side of the business, and all the backend needs (HR, finance, payroll, etc). I oversaw exponential growth, as we made the Inc 5000 list of most rapidly growing privately held companies three consecutive years. We would have made it four in a row, although we sold the business prior to year four.
Sold the business to Philips Healthcare in March 2019. Of significant pertinence, I was directly involved in the sale process through all phases of Philips acquiring DR, and worked intimately with the investment bankers as our financials were presented to and vetted by Philips. In summary, I oversaw taking DR from a mom and pop operation and transitioned it to a legitimate national scale business which was ultimately purchased by a global multi national Corp.
Holds 100,531 shares of Ogden's Own Distillery.
Board Leadership
The Board is responsible for the control and direction of the Company. The Board represents the shareholders and its primary purpose is to build long-term shareholder value. The Chair of the Board is elected by the Board. The Board believes that this leadership structure improves the Board's ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders.
Follow this link to vote: https://bit.ly/34c47QW
Messages
April 16, 2021
Hey everyone,
Sorry about the multiple messages last night. Obviously a technical issue with our messaging system. We were unaware that the message from January had not reached everyone.
Needless to say, we are happy to have all these canned cocktails available. We are hoping for word soon as to when they will be available in the DABC stores!
Happy Friday!
Steve Conlin
Porter's Huckleberry Lemonade & Peach Iced Tea
April 15, 2021
We are happy to announce that beginning Friday, April 16, at 11 am, we will begin selling our new Porter's Huckleberry Lemonade and Porter's Peach Iced Tea canned cocktails!
Come by our package store and grab some while ya can!
Stay tuned for more announcements next week regarding annual reports and a meeting as well as some upcoming events!
Sincerely,
Steve Conlin
CEO
Ogden's Own Distillery, Inc
Porter's Huckleberry Lemonade & Peach Iced Tea
April 15, 2021
We are happy to announce that beginning Friday, April 16, at 11 am, we will begin selling our new Porter's Huckleberry Lemonade and Porter's Peach Iced Tea canned cocktails!
Come by our package store and grab some while ya can!
Stay tuned for more announcements next week regarding annual reports and a meeting as well as some upcoming events!
Sincerely,
Steve Conlin
CEO
Ogden's Own Distillery, Inc
Five Wives Vodka Soda in a Can!
January 22, 2021
Greetings everyone,
We wanted to let everyone know that we are releasing another canned cocktail! Five Wives Vodka Soda with a hint of lime. Labels are being printed as I type. We anticipate them being available at the distillery store on Monday, February 1, 2020. (If there is any delay in printing, we will give an update ASAP. )
I have to admit, I've never been much of a vodka soda drinker, but this product has won my heart. It is so smooth. The lime is barely perceptible, but just enough to take any edge off. Through the development process we've had several people state they can't taste any vodka in it at all - at 7% ABV. Tim and the team have done an excellent job!
The DABC has shifted to reviewing new products twice per year for distribution through the DABC stores. For the time being, our canned products will only be available at our store at 615 W. Stockman Way in Ogden. We've submitted both these products for review in May. Yes, we too, find this ridiculous. But you can still have the DABC deliver, by-the-case, the products to the store you shop. Go to the store and tell them you'd like to place a "special order." The code for the Five Wives Moscow Mules: 059436. The process takes a couple of weeks, even though we usually run the case down to the DABC the day of the order.
We will not have a code for the Vodka Sodas until we deliver them to the DABC with a label.
As always, you can always message the DABC asking that they carry our products by using the following link: https://abc.utah.gov/contact-us/
They seem pretty adamant about following their procedures right now, but, as a government entity, they tend to be hypersensitive to consumer feedback. We invite you to gently encourage the DABC to carry Five Wives Moscow Mules at your favorite DABC store. We will have to do the same with Five Wives Vodka Soda once available.
Our store is now open 11-7pm M-F and 11-5pm on Saturday. We hope this makes it more convenient for people to stop in for these products.
2021 is off to a great start and there will be more updates to come.
Sincerely,
Steve Conlin
Ogden's Own Distillery, Inc.
steve@ogdensown.com
Discussion
Risks & Disclosures
An investment in the Company involves a high degree of risk, and should be regarded as speculative. Prospective investors should carefully consider these investment risks, among others, in addition to the other information presented in the Offering Materials, in evaluating the Company for investment. The risks listed herein are not a complete list of potential risks facing the Company and it may encounter unexpected risks in the future, which, may adversely affect its performance.
Company Updates
Board of Directors Voting-Ogden's Own Distillery
May 24, 2021
The board has nominated the following individuals to Ogden's Own Board of Directors until the next annual meeting. You will vote "Yes", "No" or "Abstain" for EACH person. More information regarding each nominee is below. Please note that Andrew Jorgensen's bio has been updated and is different than the packet handed out at the meeting on Saturday, May 22, 2021.
Your email and last four digits of your SSN will be used to confirm your identity with your Localstake account. Join accounts only vote once. The number of shares you hold will reflect the number of votes on your behalf. Multiple submissions will result in your vote being counted as "Abstain".
You need to submit one voter submission
The deadline for submission will be 11:59 Mountain Time on Thursday, May 27, 2021.
Thank you for your participation.
Ogdens Own Distillery, Inc.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS To Be Held on Wednesday, May 22, 2021
ANNUAL MEETING INFORMATION
General
The enclosed proxy is solicited by the Board of Directors of Ogden's Own Distillery, Inc. (the "Company") for the Annual Meeting of Shareholders to be held at 11:00 a.m., Mountain Time, on Wednesday, May 22, 2021, and any adjournment or postponement thereof. Our principal offices are located at 615 W. Stockman Way. This Proxy Statement is first being made available to our shareholders on or about May 22, 2020.
Outstanding Securities and Quorum
Only holders of record of our common stock, par value $0.01 per share, at the close of business on May 22, 2020, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 1,949,054 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting if needed. A majority of the outstanding shares of common stock entitled to vote, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be included in determining the presence of a quorum for the Annual Meeting.
Internet Availability of Proxy Materials
We are furnishing proxy materials to all of our shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet.
Proxy Voting
Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board's recommendations as follows: "FOR" the election of each of the nominees to the Board named herein; "FOR" the ratification of the appointment of our independent auditors; "FOR" approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; "FOR" approval of the amendment to our Restated Certificate of Incorporation; and "AGAINST" each of the shareholder proposals. It is not expected that any additional matters will be brought before the Annual Meeting, but if other matters are properly presented, the persons named as proxies in the proxy card or their substitutes will vote in their discretion on such matters.
A link to vote will be sent to all shareholder's email addresses of record. An email will contain information regarding the window of voting and the procedures.
If you own common stock of record and you do not vote by proxy, your shares will not be voted.
Voting Standard
A nominee for director shall be elected to the Board if the votes cast for such nominee's election exceed the votes cast against such nominee's election. If the votes cast for any nominee do not exceed the votes cast against the nominee, the Board will consider whether to accept or reject such director's resignation, which is tendered to the Board pursuant to the Board of Directors Guidelines on Significant Corporate Governance Issues. Abstentions and broker nonvotes will have no effect on the outcome of the election. Broker nonvotes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder's behalf.
For the amendment to our Restated Certificate of Incorporation, the affirmative vote of a majority of the outstanding shares of common stock entitled to vote is required to approve this matter. Abstentions and broker nonvotes, if any, are not counted as affirmative votes on this matter but are counted as outstanding and entitled to vote.
For all other matters proposed for a vote at the Annual Meeting, the affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote on the matter is required to approve the matter. For these matters, abstentions are not counted as affirmative votes on a matter but are counted as present and entitled to vote, and broker nonvotes, if any, will have no effect on the outcome of these matters.
Revocation
Once submitted, your vote can not be revoked.
Participating in the Annual Meeting
You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on May 1, 2021.
Election of Directors
In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at five. The Board proposed that the following five nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified:
Michael Glasmann
Stuart Smith
Andrew Jorgensen
Michael Coudreaut
John Arias
Biographical and related information on each nominee is set forth below.
Although the Board expects that the five nominees will be available to serve as directors. If any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.
Board of Directors Information
In evaluating the nominees for the Board of Directors, the Board took into account the qualities they seek for directors, and the directors' individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board's oversight of Ogden's Own Distillery. When evaluating re-nomination of existing directors, the Committee also considers the nominees' past and ongoing effectiveness on the Board and their independence.
Biographical Information
Michael J. Glasmann
Former Judge, Michael Glasmann has served as a mediator and arbitrator since leaving the bench in 2000. His mediation practice has focused on high-conflict disputes in the areas of probate/estate, real property (including boundary line by acquiescence, prescriptive easement and adverse possession), water law, construction, personal injury and general commercial. His body of work has demonstrated an ability to manage complex litigation and difficult emotional conflict while tenaciously assisting the parties toward settlement.
Judge Glasmann has mediated in excess of 2,000 cases primarily along the Wasatch front. In the area of arbitration, Mr. Glasmann has served both individually and as a panel member on numerous cases.
Education and Training
BA with honors in political science with a minor in psychology from the University of Utah 1976
JD University of Utah 1979
Formal mediation training 2000
Past Professional Activity
Member and officer in OIDC (Ogden Industrial Development Corporation)
President of the Ogden School Foundation
Former legal counsel for the Weber Basin Water Conservancy District
Judge Glasmann is a founding member of Ogden's Own and has served on the on the Executive Committee and Board of Directors for since 2009.
Holds 178,169 shares of Ogden's Own Distillery.
Stuart Smith
I am an original partner of Ogden's Own Distillery and have served on the Executive Committee and Board of Directors for 9 years. I have enjoyed my time in service of our partners and now shareholders. I bring a unique perspective on warehousing, inventory control and distribution given my professional background.
I was formerly Vice President and General Manager at Freeport Cold Storage in Clearfield from 1986 - 2021 when our business was sold to a regional cold storage operator.
I grew up in Salinas, CA and graduated from Salinas High School in 1981. I attended the University of California Davis, where I graduated with honors with a BA Degree in Economics with a specialization in finance.
I have served on the Board of Directors at the Ogden Golf and Country Club and the Ogden Pineview Yacht Club. I look forward my continued service on the Board of Directors to the benefit of all our shareholders.
Holds 178,169 shares of Ogden's Own Distillery.
Andrew Jorgensen
Andy Jorgensen is a serial entrepreneur and has started over 8 companies in his career - 3 of them making the list of Inc Magazine's top 500(0) fastest growing companies.
He has a BBA from Pace University with a concentration in Accounting and Finance. He is currently the Chief Revenue Officer at MindStream Analytics and manages an 8 person Sales and Marketing team across the U.S. Andy has deep roots in the Enterprise Software and Venture Capital space and regularly speaks at Startup, Investor, and Technology events across North America.
Currently on the executive committee of the Salt Lake City Angels, he currently manages investments in over 80 different companies. He is also helping to pilot the Northern Utah Angels with a team from Weber State. Andy mentors fast growing companies in strategy and finance through VentureCapital.org and the BoomStartup Incubator. Andy also sits on the Board(s) of several fast growing technology companies in Utah, New York, Boston, and the Bay area. He has engineered several exits including buyouts, mergers, and rollups of his companies.
Andy is a native of New York City and has lived in Utah for the past 12 years with his wife Lisa. He is passionate about skiing and founded New York's largest Ski Club in 2002. Currently one of the longest active members of Ski Utah, Andy is also a partial owner of SNO-GO ski bikes and Gilson Ski and Snowboard company.
Holds 178,1008 shares of Ogden's Own Distillery.
Michael Coudreaut
A native of Ossining, New York, Michael attended Columbia University in New York City for both undergraduate and medical school. He did his post-graduate residency in Psychiatry at UCLA. He came to Utah in 1994 to serve as a Major in the US Air Force Medical Corp at Hill Air Force Base. His stint at Hill lasted 3 years, but his love for all Utah has to offer kept him here.
Michael has been a psychiatrist with Intermountain Healthcare for the past 24 years, 10 years of which were as the Chairman of the Department of Psychiatry at LDS Hospital in Salt Lake City. He took an opportunity for a year-and-a-half leave of absence to teach at Dartmouth Medical School in New Hampshire in 2000 Michael's background as a psychiatrist provides him with a unique perspective on human nature and human motivations, both very useful skills when branding and selling products.
Michael has had many research articles published in scientific journals and has written and published a historical fiction novel. He currently coaches his teen son's soccer and mountain bike teams and still enjoys the many outdoor activities Utah offers. He was one of the original founding partners of Ogden's Own Distillery and has an active interest in its success.
Holds 178,169 shares of Ogden's Own Distillery.
John Arias
Born in Bogota Colombia 1962. Immigrated to USA 1965. US citizen. Grew up in Birmingham Alabama (through high school) College at Duke in Durham NC (French major) Medical school back in Alabama at University South Alabama in Mobile.
Internship in Memphis
Radiology subspecialty training at University of Utah. Have lived in Utah since 1989
Professionally, have been a practicing radiologist. More importantly, am one of three co founders of Direct Radiology (DR), a national scope 24/7 teleradiology practice.
DR started with the three founders in 2012, grew to 85 radiologists and 75 full-time employees by 2019. Our practice was larger than any other radiology practice in Utah.
I operated as CFO, was the managing partner over the finance side of the business, and all the backend needs (HR, finance, payroll, etc). I oversaw exponential growth, as we made the Inc 5000 list of most rapidly growing privately held companies three consecutive years. We would have made it four in a row, although we sold the business prior to year four.
Sold the business to Philips Healthcare in March 2019. Of significant pertinence, I was directly involved in the sale process through all phases of Philips acquiring DR, and worked intimately with the investment bankers as our financials were presented to and vetted by Philips. In summary, I oversaw taking DR from a mom and pop operation and transitioned it to a legitimate national scale business which was ultimately purchased by a global multi national Corp.
Holds 100,531 shares of Ogden's Own Distillery.
Board Leadership
The Board is responsible for the control and direction of the Company. The Board represents the shareholders and its primary purpose is to build long-term shareholder value. The Chair of the Board is elected by the Board. The Board believes that this leadership structure improves the Board's ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders.
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Messages
April 16, 2021
Hey everyone,
Sorry about the multiple messages last night. Obviously a technical issue with our messaging system. We were unaware that the message from January had not reached everyone.
Needless to say, we are happy to have all these canned cocktails available. We are hoping for word soon as to when they will be available in the DABC stores!
Happy Friday!
Steve Conlin
Porter's Huckleberry Lemonade & Peach Iced Tea
April 15, 2021
We are happy to announce that beginning Friday, April 16, at 11 am, we will begin selling our new Porter's Huckleberry Lemonade and Porter's Peach Iced Tea canned cocktails!
Come by our package store and grab some while ya can!
Stay tuned for more announcements next week regarding annual reports and a meeting as well as some upcoming events!
Sincerely,
Steve Conlin
CEO
Ogden's Own Distillery, Inc
Porter's Huckleberry Lemonade & Peach Iced Tea
April 15, 2021
We are happy to announce that beginning Friday, April 16, at 11 am, we will begin selling our new Porter's Huckleberry Lemonade and Porter's Peach Iced Tea canned cocktails!
Come by our package store and grab some while ya can!
Stay tuned for more announcements next week regarding annual reports and a meeting as well as some upcoming events!
Sincerely,
Steve Conlin
CEO
Ogden's Own Distillery, Inc
Five Wives Vodka Soda in a Can!
January 22, 2021
Greetings everyone,
We wanted to let everyone know that we are releasing another canned cocktail! Five Wives Vodka Soda with a hint of lime. Labels are being printed as I type. We anticipate them being available at the distillery store on Monday, February 1, 2020. (If there is any delay in printing, we will give an update ASAP. )
I have to admit, I've never been much of a vodka soda drinker, but this product has won my heart. It is so smooth. The lime is barely perceptible, but just enough to take any edge off. Through the development process we've had several people state they can't taste any vodka in it at all - at 7% ABV. Tim and the team have done an excellent job!
The DABC has shifted to reviewing new products twice per year for distribution through the DABC stores. For the time being, our canned products will only be available at our store at 615 W. Stockman Way in Ogden. We've submitted both these products for review in May. Yes, we too, find this ridiculous. But you can still have the DABC deliver, by-the-case, the products to the store you shop. Go to the store and tell them you'd like to place a "special order." The code for the Five Wives Moscow Mules: 059436. The process takes a couple of weeks, even though we usually run the case down to the DABC the day of the order.
We will not have a code for the Vodka Sodas until we deliver them to the DABC with a label.
As always, you can always message the DABC asking that they carry our products by using the following link: https://abc.utah.gov/contact-us/
They seem pretty adamant about following their procedures right now, but, as a government entity, they tend to be hypersensitive to consumer feedback. We invite you to gently encourage the DABC to carry Five Wives Moscow Mules at your favorite DABC store. We will have to do the same with Five Wives Vodka Soda once available.
Our store is now open 11-7pm M-F and 11-5pm on Saturday. We hope this makes it more convenient for people to stop in for these products.
2021 is off to a great start and there will be more updates to come.
Sincerely,
Steve Conlin
Ogden's Own Distillery, Inc.
steve@ogdensown.com
Discussion
SK
Stuart K
Hi,
I have 2 questions that I would appreciate a clarification on:
1) Ogden's Own is an LLC per the documents and The Company has elected to be taxed as a partnership under the Internal Revenue Code and, accordingly, no provision for income taxes has been included in the financial statements. Does this means that income will flow to the shareholder investors and be currently taxed? Or will the tax be deferred, paid by the entity or primary shareholders?
2) Revenue and accounts receivable are concentrated in 1 or 2 companies. Are these named and if not, do they represent distribution, retail or other?
Thanks!
about 2 years ago
2 replies
Hi,
I have 2 questions that I would appreciate a clarification on:
1) Ogden's Own is an LLC per the documents and The Company has elected to be taxed as a partnership under the Internal Revenue Code and, accordingly, no provision for income taxes has been included in the financial statements. Does this means that income will flow to the shareholder investors and be currently taxed? Or will the tax be deferred, paid by the entity or primary shareholders?
2) Revenue and accounts receivable are concentrated in 1 or 2 companies. Are these named and if not, do they represent distribution, retail or other?
Thanks!
Stuart -
Thanks for the questions. We were and LLC but have converted to a Corp. prior to the offering. We were two companies but they have been rolled into one. This all happened in February. When we were an LLC, we did do disbursements for taxes to the members. Other than those disbursements specifically to cover taxes, no other disbursements have been made. Everything happens under one entity now including the new building. I hope that clarifies things for you. - Steve
Part 2 of the question - most of our revenue and accounts receivable are with the state of Utah. We do business with several surrounding states but most of it is local. The purpose of this capital raise is the expansion into other states - most notably the distribution agreement with Kroger / Smiths in AZ, NV, NM...