UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 29, 2005
BRAVO! FOODS INTERNATIONAL CORP.
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(Exact name of registrant as specified in its amended charter)
DELAWARE 0-20539 62-1681831
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
11300 US Highway 1, Suite 202, North Palm Beach, Florida 33408 USA
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(Address of Principal Executive Offices with Zip Code)
Registrant's telephone number, including area code: (561) 625-1411
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] 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))
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Section 8 - Other Events
Item 8.01. Other Events.
As used in this report, "we", "us", "our" or "the Registrant" refer to
Bravo! Foods International Corp., a Delaware corporation.
On July 29, 2005, Bravo! Foods International Corp. (the "Company") and
Coca-Cola Enterprises, Inc. ("CCE") entered into a Letter of Intent (the
"Letter of Intent") memorializing and confirming their intention, subject to
due diligence, further negotiation and certain conditions, to enter into a
stock purchase agreement pursuant to which CCE would purchase from the
Company approximately 81,030,000 million shares of the Company's common stock
at a purchase price of $0.16245 per share. If the purchase of shares under
the stock purchase agreement closes, those shares, together with the shares
of the Company's common stock subject to options (the "Options") previously
granted to CCE by certain unaffiliated stockholders of the Company, would, if
exercised, give CCE ownership of approximately 50.01% of the Company's issued
and outstanding common stock, on a fully diluted basis.
The Options to purchase approximately 68,990,224 shares of the
Company's common stock, at net exercise price of $0.36 per shares was granted
to CCE by unaffiliated stockholders of the Company on July 13, 2005. The
common stock and the common stock underlying the securities (in the form of
convertible notes, convertible preferred stock and warrants) that are subject
to the Options represent approximately 23% of the issued and outstanding
shares of the Company.
The closing under the stock purchase agreement will also be subject to
the Company and CCE entering into a master distribution agreement pursuant to
which CCE would distribute the Company's products throughout the United
States, its possessions, Canada and other countries in which CCE is licensed
to bottle products of The Coca-Cola Company. There can be no certainty that
the stock purchase agreement contemplated by the Letter of Intent will be
entered into, or if entered into, the transaction contemplated by the stock
purchase agreement will be consummated.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Letter of Intent, dated July 29, 2005, between Coca-Cola
Enterprises Inc. and Bravo! Foods International Corp.
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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 thereunto duly authorized.
BRAVO! FOODS INTERNATIONAL CORP.
Date: August 3, 2005 By: /s/ Roy D. Toulan, Jr.
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Name: Roy D. Toulan, Jr.
Title: Vice President, General Counsel
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EXHIBIT INDEX
Number Description
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99.1 Letter of Intent, dated July 29, 2005, between Coca-Cola
Enterprises Inc. and Bravo! Foods International Corp.
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