SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2006
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BRAVO! FOODS INTERNATIONAL CORP.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-20549 62-1681831
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408 USA
(Address of Principal Executive Offices)
(561) 625-1411
(Registrant's telephone number, including area code)
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On August 1, 2006, the Company furnished to the Commission a Current Report on
Form 8-K to report entry into a Securities Purchase Agreement, dated July 26,
2006, with five accredited institutional investors, for the issuance and sale
of $30 million senior convertible notes that are due in 2010 as well as
warrants to purchase shares of common stock that expire in July 2011. The
Company also reported on such Form 8-K, its entry into a Registration Rights
Agreement between the Company and the investors, dated July 26, 2006, pursuant
to which the Company agreed to prepare and file a registration statement
covering the resale of the shares issuable upon the conversion of the notes and
exercise of the warrants. The Company is furnishing a copy of the Securities
Purchase Agreement and Registration Rights Agreement as Exhibits 99.1 and 99.2,
respectively, which documents are incorporated herein by reference.
On July 27, 2006, pursuant to the Securities Purchase Agreement, the Company
issued and sold $30 million notes to the investors, of which $15 million (the
Initial Senior Convertible Notes) were released upon closing and $15 million
(the Additional Senior Convertible Notes) are being held in escrow. The Company
also issued to the investors warrants to purchase shares of common stock that
expire in July 2011. The Company is furnishing a copy of the Form of Initial
Senior Convertible Note, Form of Additional Senior Convertible Note, Form of
Series A Warrant and Form of Series B Warrant as Exhibits 99.3, 99.4, 99.5 and
99.6, respectively, which documents are incorporated herein by reference.
Item 9.01 Exhibits
99.1 Securities Purchase Agreement
99.2 Registration Rights Agreement
99.3 Form of Initial Senior Convertible Note
99.4 Form of Additional Senior Convertible Note
99.5 Form of Series A Warrant
99.6 Form of Series B Warrant
The summary of the transaction set forth above does not purport to be complete
and is qualified in its entirety by reference to such exhibits.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation
of an offer to buy any of these securities. This portion of the report is being
filed pursuant to and in accordance with Rule 135c under the Securities Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: August 2, 2006 Bravo! Foods International Corp.
By: /s/ Roy D. Toulan, Jr.
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Roy D. Toulan, Jr.,
Vice President, General Counsel