Prospectus
Supplement No. 3
(to
Prospectus dated August 11, 2008)
PURPLE
BEVERAGE COMPANY, INC.
12,325,521
Shares of Common Stock
This
prospectus supplement should be read in conjunction with the prospectus dated
August 11, 2008, (the “Prospectus”), which is to be delivered with this
prospectus supplement. This prospectus supplement updates the information in
the
Prospectus. If there is any inconsistency between the information in the
Prospectus and this prospectus supplement, you should rely on the information
in
this prospectus supplement.
The
shares that are the subject of the Prospectus have been registered to permit
their resale to the public by the selling stockholders named in the Prospectus.
We are not selling any shares of common stock in this offering, and therefore
will not receive any proceeds from this offering, other than the exercise price,
if any, to be received upon exercise of the warrants referred to in the
Prospectus.
This
prospectus supplement includes the following documents, as filed by us with
the
Securities and Exchange Commission:
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w
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Our
Current Report on Form 8-K filed on October 6,
2008.
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Investing
in our common stock involves a high degree of risk. Before making any investment
in our common stock, you should read and carefully consider the risks described
in the Prospectus under “Risk Factors” beginning on page 3 of the Prospectus, as
updated by this prospectus supplement.
You
should rely only on the information contained in the Prospectus, this prospectus
supplement or any other prospectus supplement or amendment thereto. We have
not
authorized anyone to provide you with different information.
Our
common stock is quoted on the regulated quotation service of the OTC Bulletin
Board under the symbol “PPBV.OB”.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of the Prospectus or this prospectus supplement. Any representation
to
the contrary is a criminal offense.
The
date
of this prospectus supplement is October 6, 2008
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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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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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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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Form
of Letter Amendment to Subscription Agreement
I
am
writing to express my sincere appreciation for your continued support of Purple
Beverage and a brief update of our business. As part of this update I am also
expressing a desire to further restructure your investment in order to permit
us
to pursue additional financing. The past several months have been a challenging
time for Purple. With 4,000 stores carrying Purple we are rapidly building
brand
identity and a loyal following. We also continue to receive strong interest
from
new distributors who could open vast new markets. However, during these
challenging economic times we have found ourselves shut out from the capital
markets. We have been unable to secure the capital needed for growth from
traditional sources. In order to maintain our operations even at present levels
we have received capital in the form of short term bridge loans. Recently,
we
restructured our registered December 2007 warrants reducing the exercise price
to $0.40 from $2.00 and issuing restricted common stock in exchange for warrants
at no cost to you as part of a package associated with approximately $1,000,000
of bridge loans over the past several months and streamlined operations to
conserve cash.
We
have
been offered an opportunity to receive additional bridge loans and are offering
an opportunity to our existing investors to participate. We believe that with
additional funds to sustain operations through year-end, we may be able to
secure a placement agent for a larger offering, although there is no assurance
this will occur. With approval of certain revisions to our December 2007
Subscription Agreement, as amended, and related documents to provide us needed
flexibility, we will release investors from all lockups that presently restrict
sales. Unfortunately, certain restrictive terms of our December 2007
Subscription Agreements has impeded our ability to raise capital.
Under
the
arrangements being discussed, all restrictive covenants under our December
2007
Subscription Agreements will be terminated and you will be free from any further
contractual lockup restrictions to sell your shares. The sale of your shares
will still be subject to federal and state securities laws.
The
company intends to register all original shares issued pursuant to the December
2007 Subscription Agreement in a registration statement on Form S-1 and will
file the registration statement promptly upon receipt of this
consent.
Your
consent will also permit us to restructure various bridge loans for lenders
who
assisted us and continue to assist us with new funding, in which you are also
invited to participate, as follows:
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All
new lenders who make new funds available will be issued unsecured
convertible notes with a term of one-year convertible at the option
of the
holder upon prior written notice to the company at any time after
the
issuance date at a conversion price of $0.05 per
share;
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Existing
bridge lenders who provide any new funds will receive one-year convertible
notes, on the same terms and conditions referenced above, evidencing
the
new amount funded and the outstanding principal amount of their existing
notes and their existing notes on the issuance date will be canceled;
and
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We
will adjust the effective purchase price of all of our December 2007
and
later investors to $0.10 per share by issuing new shares and adjusting
the
exercise price of our warrants provided our December 2007 subscribers
consent to the actions described below, which shall also constitute
Exempted Issuances and amendments under the December 2007 Subscription
Agreements:
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1.
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There
shall be no further restrictions on filing any registration statement
by
the company and Section 9(p) of the December 2007 Subscription Agreement
will be deemed to be intentionally
deleted;
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2.
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All
contractual lockups on sales of our shares will be removed;
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3.
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All
most favored nations and price protection features applicable to
shares
and warrants (including, without limitation, those set forth in Section
12
of the December 2007 Subscription Agreement) will be waived in connection
with the issuance of the convertible promissory notes;
and
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4.
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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.
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If
you
are agreeable to the foregoing please indicate by signing in the space provided
below. If you would like to participate in the new $0.05 unsecured convertible
notes please contact me to obtain a subscription agreement on or before
Wednesday , October 7, 2008.
Ted
Farnsworth
_________________________
Name:
Date:
____________________
Purple Beverage (CE) (USOTC:PPBV)
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De May 2024 a Jun 2024
Purple Beverage (CE) (USOTC:PPBV)
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