Prospectus
Supplement No. 5
(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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Our
Current Report on Form 8-K filed on November 20,
2008.
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The
exhibit to the Current Report on Form 8-K is not included with this prospectus
supplement and is not incorporated herein by reference.
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 November 20, 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): 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
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
Incorporation)
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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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*
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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
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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., 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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*
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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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November
20, 2008
Re:
Amendment to December 2007 Subscription Agreement
Dear
Investor:
Purple
Beverage Company, Inc. (the “Company”) has been offered the opportunity to
receive financing from a third party lender pursuant to which the Company shall
issue and sell to the lender one or more debentures at a conversion price that
will be set at a 20% discount to market. Subject to certain conditions and
at
the option of the lender, the Company may raise up to a maximum aggregate amount
of $6,000,000 in connection with this financing, in four tranches of up to
$1.5
million each, with a minimum of $250,000 to be advanced at the initial closing.
Although the Company is currently negotiating definitive documents with the
lender, there can be no assurance that this financing will be
consummated.
In
addition, the Company has been offered, and in the future may be offered, other
opportunities to receive financings that would involve issuing a security priced
at market or at a discount to market. Such financings are imperative to the
Company’s ongoing survival but are prohibitive due to restrictions and
provisions that would trigger substantial anti-dilution adjustments set forth
in
our December 2007 Subscription Agreement, as amended.
Therefore,
we are writing to obtain your consent to eliminate certain restrictions set
forth in the December 2007 Subscription Agreements, as amended, that preclude
the issuances of variable priced equity linked instruments (which restrictions
are set to expire on December 12, 2008) and certain provisions set forth in
our
December 2007 Subscription Agreement, as amended, that would trigger substantial
anti-dilution adjustments in the event that such instruments are priced at
below
the $0.10 per share (which adjustments are set to expire on June 12, 2009)
with
respect to financings consummated on or prior to January 31, 2009.
Accordingly,
by executing this consent and amendment in the space provided below, you hereby
agree that all restrictive covenants (including, without limitation, Section
9(r)) and all most favored nation price protection features applicable to shares
and warrants (including, without limitation, Section 12) set forth in the
Subscription Agreement, as amended, are hereby eliminated 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.
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Best
regards,
/s/
Theodore Farnsworth
Theodore
Farnsworth
Chief
Executive Officer
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Please
return signed letter to Michael Hartstein - Fax 646.390.6328, or
mhartstein@palladiumcapital.com
Stockholder’s
Name: _____________________ Signature: _______________________ Date:
________
Purple
Beverage Company, Inc.
450
E Las
Olas Boulevard, Suite 830 ∙ Ft. Lauderdale, Florida 33301 ∙ P:
954.462.8382
www.DrinkPurple.com
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