Purple Beverage Company, Inc. - Current report filing (8-K)
September 04 2008 - 6:02AM
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): September 3, 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
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
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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o
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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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o
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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.
Pursuant
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.
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 reduce to $0.40 per share the effective purchase price
for shares of the Company’s common stock purchased under the Subscription
Agreement and by certain other purchasers who are entitled to similar
anti-dilution and price protection as the Holders, will grant to all Holders
of
unexercised 2007 Warrants, newly-issued restricted shares of the Company’s
common stock in an amount equal to 15% of the number of 2007 Underlying Shares
into which unexercised 2007 Warrants are currently exercisable and thereupon
all
unexercised 2007 Warrants will be cancelled other than 2007 Warrants exercisable
for 3,681,650 shares of common stock registered for resale with the SEC during
August 2008, and permit the transfer and assignment of 3,681,650 2007 registered
Warrants with a revised exercise price of $0.40 per share.
For
a
full description of the amendments and other agreements referred to herein
reference is made to Exhibits 10.4 and 10.5 the terms of which are 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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Form
of Subscription Agreement, dated as of December 12,
2007.*
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Form
of Common Stock Purchase Warrant, dated as of December 12,
2007.*
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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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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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Form
of Warrant Assignment Agreement
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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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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:
September 3, 2008
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By:
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/s/ Theodore
Farnsworth
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Name:
Theodore
Farnsworth
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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Form
of Subscription Agreement, dated as of December 12,
2007.*
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Form
of Common Stock Purchase Warrant, dated as of December 12,
2007.*
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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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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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Form
of Warrant Assignment Agreement
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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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