- Current report filing (8-K)
November 20 2008 - 3:15PM
Edgar (US Regulatory)
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): November 20, 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.
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, as amended to date. On November 20,
2008, the Company sought approval from its investors to terminate all
restrictive covenants and all most favored nation price protection features
applicable to shares and warrants set forth in the Subscription Agreement in
connection with any financings to be consummated by the Company on or prior
to
January 31, 2009 whereby the Company issues securities at a price below $0.10
per share, or issues securities priced at market or at a discount to market.
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., dated
as of
September 3, 2008.
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10.5
*
**
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Form
of Warrant Assignment Agreement, dated as of September 3, 2008.
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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., dated
as of
October 6, 2008.
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10.7
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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., dated
as of
November 20, 2008.
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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 Exhibits 10.4 and 10.5, respectively, to Current Report
on Form
8-K filed September 3, 2008.
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****
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Previously
filed as Exhibit 10.1 to Current Report on Form 8-K filed 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: November
20, 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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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., dated
as of
September 3, 2008.
|
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10.5
*
**
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Form
of Warrant Assignment Agreement, dated as of September 3, 2008.
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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., dated
as of
October 6, 2008.
|
|
|
10.7
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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., dated
as of
November 20, 2008.
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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 Exhibits 10.4 and 10.5, respectively, to Current Report
on Form
8-K filed September 3, 2008.
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****
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Previously
filed as Exhibit 10.1 to Current Report on Form 8-K filed October
10,
2008.
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