- Current report filing (8-K)
10 Outubro 2008 - 6:08PM
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 10, 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:
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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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As
previously disclosed on Form 8-K filed on October 6, 2008, with the Securities
and Exchange Commission (the “SEC”), Purple Beverage Company, Inc. (the
“Company”) sought, and as of October 10, 2008, obtained the requisite approvals
to amend the terms of its subscription agreement (the “Subscription Agreement”)
effective December 12, 2007 between the Company and the holders named therein
(the “Holders”), and the terms of the common stock purchase warrant (the “2007
Warrant”) that entitled the Holders to purchase a certain number of the
Company’s common stock at an exercise price of $2.00 per share. In addition, as
discussed in Item 2.03 below, on October 10, 2008, the Company issued an
unsecured convertible promissory note (the “Convertible Promissory Note”)
to an existing lender who cancelled his existing promissory notes and
advanced additional funds to the Company.
As
a
result of the amendments to the Subscription Agreement and 2007 Warrant, the
effective purchase price of all shares purchased by the Company’s December 2007
and later investors was adjusted to $0.10 per share through the issuance of
new
shares. The exercise price of the Company’s warrants was adjusted to $0.10. In
addition, as a result of the amendment to the Subscription Agreement and 2007
Warrant (the “Amendments”): (i) there are no further restrictions on filing any
registration statement by the Company and Section 9(p) of the Subscription
Agreement is deemed to be intentionally deleted; (ii) all contractual lockups
on
sales of the Company's shares are removed; and (iii) 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) are waived in connection with the issuance of the
Convertible Promissory Notes. In addition, the Company obtained written consent
and/or verbal representations that the Holders had agreed that (x) each
Holder consented to the assignment of the 2007 Warrants, the underlying shares
of common stock that have been registered for resale with the SEC, and all
other
transactions, amendments, modifications and waivers to the Subscription
Agreement and 2007 Warrants contemplated by the Amendments, provided the
exercise price of such 2007 Warrants is determined by negotiation by the Company
and the Holder of such 2007 Warrants; and (y) all provisions of Amendment No.
2
to the Subscription Agreement and 2007 Warrant (“Amendment No. 2”) or the
assignment which made reference to a specific exercise price for 2007 Warrants
was amended to delete any such reference, and approvals therein do not require
a
specific exercise price of 2007 Warrants following the Effective Date (as
defined in Amendment No. 2).
Accordingly,
after giving effect to the foregoing amendments, the Company is obligated to
issue 47,256,561
shares
of
common stock and after giving effect of such issuance, the Company’s outstanding
common stock will increase to 119,591,254 shares.
Additional
terms are set forth in the Company’s Current Report on Form 8-K dated October 6,
2008 filed with the SEC, which are incorporated herein by
reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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On
October 10, 2008 (the “Issuance Date”) an existing lender of the Company
cancelled promissory notes evidencing an aggregate principal amount of $500,000
of the Company’s indebtedness and funded an additional $140,000, to the Company.
In addition, on the Issuance Date, an existing lender of the Company funded
an
additional $80,000 to the Company. In connection with the foregoing, the
Company issued the Convertible Promissory Note in the principal amount of
$640,000.
As
previously disclosed on Form 8-K filed with the SEC on October 6, 2008, the
Convertible Promissory Note matures on October 10, 2009 and bears annual
interest at 5%. Any overdue principal and interest on the Convertible Promissory
Note will be payable on demand and will bear interest at a rate equal to the
greater of 10% or the highest rate permitted by law. At the option of the
holder, upon prior notice to the Company, the holder of the Convertible
Promissory Note may convert the outstanding principal balance of such note
plus
accrued interest thereon at a conversion price of $0.05 per share.
By
Board
of Director resolution dated October 6, 2008, the Company is precluded from
issuing to any person any shares of capital stock upon the conversion of
the Convertible Promissory Note or in connection with any
anti-dilution adjustments unless and until such issuance, together with all
other holdings, shall not cause such person to hold beneficially in excess
of
9.99% of the then issued and outstanding shares of common stock of the Company.
A similar provision is included in the Convertible Promissory Note which limits
the issuance of the conversion shares.
The
foregoing is not a complete summary of the terms of the material agreements
described in this Item 2.03, and reference is made to the complete text of
all
material agreements described in Item 9.01
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Form of Final
Letter
Amendment to Subscription Agreement and to Common Stock Purchase Warrant
to Purchase Shares of Purple Beverage Company, Inc.
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10.2
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$640,000 Convertible
Promissory Note to Barry Honig, dated October 10,
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 10, 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 Final
Letter
Amendment to Subscription Agreement and to Common Stock Purchase Warrant
to Purchase Shares of Purple Beverage Company, Inc.
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10.2
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$640,000 Convertible
Promissory Note to Barry Honig, dated October 10,
2008.
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