Purple Beverage Company, Inc. - Current report filing (8-K)
06 Octubre 2008 - 3:17PM
Edgar (US Regulatory)
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
___________________________________________________________________
Date
of
Report (Date of earliest event reported): October 6, 2008
PURPLE
BEVERAGE COMPANY, INC.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-52450
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01-0670370
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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450
East Las Olas Blvd, Suite 830
Fort
Lauderdale, Florida
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33301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (954) 462-8757
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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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(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
7.01 Regulation FD Disclosure.
Reference
is made to the subscription agreement (the “Subscription Agreement”)
effective December 12, 2007, between Purple Beverage Company, Inc. (the
“Company”) and the holders named therein (the “Holders”), the Company issued to
the Holders shares of the Company’s common stock, and granted to the Holders a
common stock purchase warrant (the “2007 Warrant”) that entitled the Holders to
purchase a certain number of the Company’s common stock (the “2007 Underlying
Shares”) at an exercise price of $2.00 per share.
On
October 6, 2008, the Company authorized the issuance of unsecured
convertible promissory notes to its existing lenders who cancel their existing
promissory notes and/or advance additional funds to the Company. The convertible
notes to be issued would mature in one year from the date of issuance and bear
interest at a rate of five percent (5%) per annum. In the event of default,
the
interest rate under such notes would increase to the greater of 10% or the
highest rate permitted under applicable law. At the option of the holder, upon
written notice to the Company, the holder of the convertible notes may elect
to
convert the outstanding principal balance of the note plus accrued interest
thereon into shares of the Company's common stock at a conversion price of
$0.05
per share.
In
connection with the foregoing, the Company has authorized amendments to the
Subscription Agreement and the 2007 Warrants, subject to receipt of
approvals required under the Subscription Agreement. Upon receipt by the Company
of the requisite consents as set forth in the Subscription Agreement and
acceptance by the Company, the Company will take certain steps which will adjust
the effective purchase price of all of its December 2007 and later
investors to $0.10 per share by issuing new shares and adjusting the exercise
price of its warrants. The foregoing adjustments are subject to
the consent to the following actions described below, which shall also
constitute Exempted Issuances and amendments under the Subscription Agreements:
(a) there shall be no further restrictions on filing any registration statement
by the Company and Section 9(p) of the Subscription Agreement will be
deemed to be intentionally deleted; (b) all contractual lockups on sales
of the Company's shares will be removed; (c) all most favored nations
and price protection features applicable to the Company's shares and
warrants (including, without limitation, those set forth in Section 12 of the
Subscription Agreement) will be waived in connection with the issuance of the
convertible promissory notes; and (d) the assignment of all 2007 Warrants shall
be consented to and the exercise price of all 2007 Warrants shall be reduced
to
$.10 per share.
For
a
full description of the amendments and other agreements referred to herein
reference is made to Exhibit 10.6 which is hereby incorporated by
reference.
Item
9.01
Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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10.1*
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Form
of Subscription Agreement, dated as of December 12,
2007.*
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10.2*
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Form
of Common Stock Purchase Warrant, dated as of December 12,
2007.*
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10.3**
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Amendment
to Subscription Agreement and to Common Stock Purchase Warrant to
Purchase
Shares of Purple Beverage Company, Inc., dated as of April 2, 2008
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10.4***
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Form
of Amendment No. 2 to Subscription Agreement and to Common Stock
Purchase
Warrant to Purchase Shares of Purple Beverage Company,
Inc.
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10.5****
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Form
of Warrant Assignment Agreement
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10.6
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Form
of Letter Amendment to Subscription Agreement and to Common Stock
Purchase
Warrant to Purchase Shares of Purple Beverage Company,
Inc.
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___________________
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*
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Previously
filed as Exhibits 10.7 and 10.8, respectively to Current Report on
Form
8-K/A filed December 17, 2007.
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**
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Previously
filed as Exhibit 10.1 to Current Report on Form 8-K filed April 4,
2008
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***
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Previously
filed as Exhibit 10.4 to Current Report on Form 8-K filed September
3, 2008
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****
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Previously
filed as Exhibit 10.5 to Current Report on Form 8-K filed September
3,
2008
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PURPLE
BEVERAGE COMPANY, INC.
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Dated: October
6, 2008
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By:
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/s/ Theodore
Farnsworth
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Name: Theodore Farnsworth
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Title:
Chief Executive Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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10.1*
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Form
of Subscription Agreement, dated as of December 12,
2007.*
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10.2*
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Form
of Common Stock Purchase Warrant, dated as of December 12,
2007.*
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10.3**
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Amendment
to Subscription Agreement and to Common Stock Purchase Warrant to
Purchase
Shares of Purple Beverage Company, Inc., dated as of April 2, 2008
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10.4***
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Form
of Amendment No. 2 to Subscription Agreement and to Common Stock
Purchase
Warrant to Purchase Shares of Purple Beverage Company,
Inc.
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10.5****
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Form
of Warrant Assignment Agreement
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10.6
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Form
of Letter Amendment to Subscription Agreement and to Common Stock
Purchase
Warrant to Purchase Shares of Purple Beverage Company,
Inc.
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___________________
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*
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Previously
filed as Exhibits 10.7 and 10.8, respectively to Current Report
on Form
8-K/A filed December 17, 2007.
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**
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Previously
filed as Exhibit 10.1 to Current Report on Form 8-K filed April
4,
2008
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***
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Previously
filed as Exhibit 10.4 to Current Report on Form 8-K filed September
3, 2008
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****
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Previously
filed as Exhibit 10.5 to Current Report on Form 8-K filed September
3,
2008
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