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): July 20, 2007
BRAVO!
BRANDS INC.
(Exact
name of registrant as specified in its amended charter)
|
Delaware
|
|
0-20539
|
|
62-1681831
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
11300
US
Highway 1, Suite 400
North
Palm Beach, Florida 33408 USA
(Address
of principal executive offices)
(561)
625-1411
Registrant's
telephone number
(Former
name or former address if changed since last report)
Item
1.02
Termination of a Material Definitive Agreement
On
July
20, 2007, the Company executed
an agreement (the “Termination Agreement”) with HP Hood LLC. ("Hood"), effective
June 21, 2007, to terminate the Contract Packaging Agreement ("Co-Pack
Agreement") entered into by the parties on September 19, 2006. Warrants to
purchase 5,870,000
shares
of the
Company's
common
stock that were issued to Hood in connection with the Co-Pack Agreement have
been cancelled pursuant to the terms of the Termination Agreement. In addition,
the Termination Agreement relieves the Company of an approximately $3,385,500
in
current liabilities for penalties associated with unused Hood capacity by the
Company. The Termination Agreement also contains mutual releases by the parties.
In
consideration for the agreement by Hood to terminate the Co-Pack
Agreement,
the
Company agreed to pay Hood the aggregate sum of $1,432,532.15, consisting of
the
stated value of the inventory purchased by Hood in anticipation of its
production under the Co-Pack
Agreement,
plus a
termination fee of $25,000. Upon payment of the aggregate amount as provided
in
the Termination Agreement, Hood shall release to the Company the inventory,
FOB
Hood’s facility, without further charge to the Company. If the Company has not
tendered payment of the $1,432,532.15 in full by July 31, 2007, at any time
thereafter Hood may elect to terminate the Termination Agreement immediately
by
written notice to the Company of its intention to do so. If Hood elects to
exercise its right to terminate the Termination Agreement, the Co-Pack
Agreement
shall be
reinstated.
The
Company is continuing to explore
various
options for a restructuring, reorganization, sale, or other strategic
alternatives for the Company that will enable it to meet the July 31, 2007
payment deadline.
The
termination of the Co-Pack Agreement was a joint decision between the Company
and Hood to address unused capacity resulting from forecasted sales of the
Company’s product by Coca-Cola Enterprises (the Company’s previous master
distributor) being far below expectations.
Item
9.01
Exhibits
|
|
99.1 |
Termination
Agreement - Contract
Packaging Agreement
|
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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|
|
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Bravo!
Brands
Inc. |
|
|
|
| Date:
July 23, 2007 |
By: |
/s/ Roy
D.
Toulan, Jr. |
| |
Roy
D. Toulan, Jr., |
| |
Senior
Vice President
General
Counsel |