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As filed with the Securities and Exchange Commission on May
6, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JONES SODA CO.
(Exact name of registrant as specified in its charter)
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Washington
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52-2336602 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
234 Ninth Avenue North
Seattle, Washington 98109
(206) 624-3357
(Address, including zip code, and telephone number, including area code, of registrants principal
executive offices)
Michael R. OBrien
Chief Financial Officer
Jones Soda Co.
234 Ninth Avenue North
Seattle, Washington 98109
(206) 624-3357
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Andrew B. Moore
Faith M. Wilson
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box.
þ
If this form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company þ |
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Title of Each Class of |
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Aggregate Offering |
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Amount |
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Securities to Be Registered (1) |
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Price (1) |
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of Registration Fee (4) |
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Common stock, no par value,
and warrants to purchase
common stock (2), (3)
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$ |
30,000,000 |
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2,139 |
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(1) |
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Pursuant to General Instruction II.D. of Form S-3, the table lists each class of
securities being registered and the aggregate proceeds to be raised in the primary
offering, but does not specify by each class information as to the amount to be
registered, the proposed maximum aggregate offering price per unit or the proposed maximum
aggregate offering price. Any securities registered hereunder may be sold separately or
as units with other securities registered hereunder. In no event will the aggregate
offering price of all securities issued from time to time pursuant to the registration
statement exceed $30,000,000, inclusive of any exercise price thereof. Pursuant to Rule
416(a) under the Securities Act of 1933, the shares being registered hereunder also
include such indeterminate number of shares of our common stock as may be issued or
issuable from time to time with respect to the securities being registered hereunder as a
result of stock splits, stock dividends or similar transactions. |
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(2) |
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Subject to note (1) above, there is being registered hereunder an indeterminate number of
shares of our common stock as may from time to time be sold hereunder. In addition,
pursuant to Rule 457(i) under the Securities Act of 1933, the shares being registered
hereunder include an indeterminate number of shares of our common stock as may be issued
from time to time upon exercise of the warrants issued directly hereunder. |
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(3) |
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Subject to note (1) above, there is being registered hereunder an indeterminate number of
warrants to purchase shares of our common stock. |
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The registration fee has been calculated pursuant to Rule 457(o) under the
Securities Act of 1933 on the basis of the maximum aggregate offering price of the
securities listed. |
The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this
registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to
buy securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED MAY 6, 2010
PROSPECTUS
JONES SODA CO.
$30,000,000
COMMON STOCK AND WARRANTS
We may from time to time in one or more offerings sell up to $30,000,000 in the aggregate,
inclusive of any exercise price thereof, of:
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shares of our common stock; |
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warrants to purchase shares of our common stock; or |
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a combination of the foregoing. |
This prospectus provides a general description of the securities we may offer. Each time we
sell securities, we will provide the specific terms of the offering in a supplement to this
prospectus. The prospectus supplement also may add, update or change information contained in this
prospectus. You should read this prospectus and the applicable prospectus supplement, as well as
the documents incorporated by reference or deemed incorporated by reference into this prospectus
and any prospectus supplement, carefully before you invest in our securities. This prospectus may
not be used to offer or sell securities unless accompanied by a prospectus supplement.
Our common stock is traded on the Nasdaq Capital Market under the symbol JSDA. Each
prospectus supplement will contain information, where applicable, as to any listing on The Nasdaq
Stock Market or any other securities exchange of the securities covered by the prospectus
supplement.
As
of May 4, 2010, the aggregate market value of our outstanding common stock held by
non-affilates was approximately $27,477,011, based on 26,431,083 shares of common stock
outstanding, of which 25,921,709 shares were held by non-affiliates, and a price per share of
$1.06, the closing sale price of our common stock on that date, as quoted on The Nasdaq Capital
Market. Because the aggregate market value of our outstanding common stock held by non-affiliates
is less than $75,000,000, we are as of the date of this prospectus only permitted to use the
registration statement of which this prospectus is a part to offer the securities covered hereby in
a primary offering where the maximum amount of securities sold in the offering during a
twelve-month period does not exceed one-third of the aggregate market value of our outstanding
common stock held by non-affilates. As of the date of this prospectus, we have not offered any
securities pursuant to General Instruction I. B.6. of Form S-3 during the prior twelve-month period
that ends on and includes the date of this prospectus. If the aggregate market value of our
outstanding common stock held by non-affiliates increases to an amount equal to or in excess of
$75,000,000, we will be permitted to offer the securities covered by this prospectus without regard
to the above-described limitations. In any event, the aggregate initial offering price of the
securities that we offer under the registration statement of which this prospectus forms a part
will not exceed $30,000,000.
Investing in our securities involves a high degree of risk. Risks associated with an
investment in our securities will be described in the applicable prospectus supplement and certain
of our filings with the Securities and Exchange Commission, as described in Risk Factors on page
2.
The securities may be sold directly by us to investors, through agents designated from time to
time or to or through underwriters or dealers. For additional information on the methods of sale,
you should refer to the section entitled Plan of Distribution. If any underwriters are involved
in the sale of the securities, the names of such underwriters and any applicable commissions or
discounts will be set forth in a prospectus supplement. The net proceeds we expect to receive from
such sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed on the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2010
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
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ABOUT JONES SODA CO.
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RISK FACTORS
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
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USE OF PROCEEDS
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DESCRIPTION OF CAPITAL STOCK
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DESCRIPTION OF WARRANTS
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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INFORMATION INCORPORATED BY REFERENCE
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and
Exchange Commission, or the Commission, utilizing a shelf registration process. Under this shelf
registration process, we may offer from time to time up to $30,000,000 in the aggregate, inclusive
of any exercise price thereof, of the following securities:
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shares of our common stock; |
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warrants to purchase shares of our common stock; or |
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a combination of the foregoing. |
This prospectus provides you with a general description of the securities we may offer. Each
time we offer securities, we will provide you with a prospectus supplement that will describe the
specific amounts, prices and terms of that offering. The prospectus supplement also may add,
update or change information contained in this prospectus. You should read carefully both this
prospectus and any prospectus supplement, together with additional information described below
under Information Incorporated by Reference.
This prospectus does not contain all the information provided in the registration statement we
filed with the Commission. For further information about us or the securities offered hereby, you
should refer to that registration statement, which you can obtain from the Commission as described
below under Where You Can Find More Information.
You should rely only on the information contained or incorporated by reference in this
prospectus or a prospectus supplement. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent information, you
should not rely on it. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information contained in this prospectus and the
accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the
front of the document or that any information that we have incorporated by reference is correct on
any date subsequent to the date of the document incorporated by reference. Our business, financial
condition, results of operations and prospects may have changed since those dates.
ABOUT JONES SODA CO.
We develop, produce, market and distribute a range of premium beverages, including the
following four brands as of the date of this prospectus:
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Jones Pure Cane Soda®, a premium carbonated soft drink with three new
extensions launched in targeted markets during 2009: |
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Jones Refresco De Caña Pura, |
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Jones Jumble, our seasonal, and |
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Jones Zilch, our zero calorie offering; |
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Jones 24C®, an enhanced water beverage; |
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Jones GABA®, a functional tea juice blend; and |
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WhoopAss Energy Drink®, a citrus energy drink. |
We sell and distribute our products primarily throughout the United States and Canada through
our network of independent distributors, which we refer to as our direct store delivery channel,
and national retail accounts, which we refer to as our direct to retail channel, and we sell
concentrate through an exclusive manufacturing and distribution agreement. We do not directly
manufacture our products, but instead outsource the manufacturing process to third party contract
packers. We also sell various products on-line, which we refer to as our interactive channel,
including
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soda with customized labels, wearables, candy and other items, and we license our trademarks for
use on products sold by other manufacturers. In addition, we are expanding our international
business outside of North America and have secured distribution through independent distributors in
Ireland, the United Kingdom, Australia, Japan and the United Arab Emirates.
We are a Washington corporation formed in 2000 as a successor to Urban Juice and Soda Company
Ltd., a Canadian company formed in 1986. Our principal place of business is located at 234 Ninth
Avenue North, Seattle, Washington 98109. Our telephone number is (206) 624-3357. Our Web site
address is www.jonessoda.com. The information contained on our Web site does not constitute part
of, nor is it incorporated by reference into, this prospectus.
RISK FACTORS
Before making an investment decision, you should carefully consider the risks described under
Risk Factors in the applicable prospectus supplement and in our most recent Annual Report on
Form 10-K, or any updates in our Quarterly Reports on Form 10-Q, together with all of the other
information appearing in this prospectus or incorporated by reference into this prospectus and any
applicable prospectus supplement, in light of your particular investment objectives and financial
circumstances. The risks so described are not the only risks facing our company. Additional risks
not presently known to us or that we currently deem immaterial may also impair our business
operations. Our business, financial condition, results of operations or prospects could be
materially adversely affected by any of these risks. The trading price of our securities could
decline due to any of these risks, and you may lose all or part of your investment.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains, and any accompanying prospectus supplement will contain,
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1993. Also, documents that we incorporate by reference into
this prospectus, including documents that we subsequently file with the Commission, will contain
forward-looking statements. Forward-looking statements are those that predict or describe future
events or trends and that do not relate solely to historical matters. You can generally identify
forward-looking statements as statements containing the words may, will, could, should,
expect, anticipate, intend, estimate, believe, project, plan, assume or other
similar expressions, or negatives of those expressions, although not all forward-looking statements
contain these identifying words. All statements contained or incorporated by reference in this
prospectus and any prospectus supplement regarding our business strategy, future operations,
projected financial position, potential strategic transactions, proposed distribution channels,
projected sales growth, proposed new products, estimated future revenues, cash flows and
profitability, projected costs, potential sources of additional capital, future prospects, future
economic conditions, the future of our industry and results that might be obtained by pursuing
managements current plans and objectives are forward-looking statements.
You should not place undue reliance on our forward-looking statements because the matters they
describe are subject to certain risks, uncertainties and assumptions that are difficult to predict.
Our forward-looking statements are based on the information currently available to us and speak
only as of the date on the cover of this prospectus, the date of any prospectus supplement, or, in
the case of forward-looking statements incorporated by reference, the date of the filing that
includes the statement. Over time, our actual results, performance or achievements may differ from
those expressed or implied by our forward-looking statements, and such difference might be
significant and materially adverse to our security holders. Except as required by law, we
undertake no obligation to update publicly any forward-looking statements, whether as a result of
new information, future events or otherwise.
We have identified some of the important factors that could cause future events to differ from
our current expectations and they are described in this prospectus and supplements to this
prospectus under the caption Risk Factors, as well as in our most recent Annual Report on
Form 10-K, including under the captions Risk Factors and Managements Discussion and Analysis of
Financial Condition and Results of Operations, and in other documents that we may file with the
Commission, all of which you should review carefully. Please consider our forward-looking
statements in light of those risks as you read this prospectus and any prospectus supplement.
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USE OF PROCEEDS
Our management will have broad discretion over the use of the net proceeds from the sale of
the securities offered in this prospectus. Unless otherwise indicated in any accompanying
prospectus supplement, we currently intend to use the net proceeds from the sale of the securities
offered in this prospectus for targeted funding for new marketing programs to secure and grow
larger distributor and national retail accounts, working capital and other general corporate
purposes. We also may use such proceeds to acquire or invest in businesses, technologies, products
or assets that complement our current business. However, we currently have no commitments or
agreements for any specific acquisitions. Pending use of the net proceeds, we intend to invest the
net proceeds in investment-grade, interest-bearing securities.
DESCRIPTION OF CAPITAL STOCK
We are a Washington corporation. Your rights as a shareholder are governed by the Washington
Business Corporation Act, or the WBCA, and our articles of incorporation and our bylaws. The
following summary of some of the material terms, rights and preferences of our capital stock is not
complete. You should read our articles of incorporation and our
bylaws for more complete
information.
Common Stock
We are authorized to issue up to 100,000,000 shares of common stock, no par value. As of
May 4, 2010, we had 26,431,083 shares of common stock outstanding. We do not currently have
in effect a shareholder rights plan.
Each share of common stock entitles its holder to one vote on all matters to be voted upon by
the shareholders. Cumulative voting for directors is not permitted. Holders of common stock may
receive ratably any dividends that our board of directors may declare out of funds legally
available for that purpose, although to the date of this prospectus, no dividends have been
declared or paid. In the event of our liquidation, dissolution or winding up, the holders of
common stock are entitled to share ratably in all assets remaining after payment of liabilities.
The common stock has no preemptive rights. All outstanding shares of common stock are fully paid
and nonassessable, and the shares of our common stock to be issued under this prospectus will be
fully paid and nonassessable.
Antitakeover Effects of Certain Provisions of Articles of Incorporation, Bylaws and
Washington Law
The following summary of certain provisions of the WBCA and our articles of incorporation and
bylaws is not complete. You should read the WBCA and our articles of incorporation and bylaws for
more complete information. The business combination provisions of Washington law, which are
discussed below, and the provisions of our articles of incorporation and bylaws that are discussed
below could have the effect of discouraging offers to acquire us and, if any such offer is made,
could increase the difficulty of consummating such offer, even if the offer contains a premium
price for holders of common stock or otherwise benefits shareholders.
Shareholder Meetings; Quorum. Our bylaws provide that our shareholders may call a special
meeting only upon the request of holders of at least 25% of the votes entitled to be cast on any
matter proposed for consideration at such special meeting. Additionally, our president or our
board of directors may call special meetings of shareholders. Except as required by law, a quorum
at any annual or special meeting of shareholders consists of at least 33 1/3% of the shares
entitled to be cast by each voting group.
Requirements for Advance Notification of Shareholder Nominations. Our bylaws contain advance
notice procedures with respect to the nomination of candidates for election as directors, other
than nominations made by or at the direction of our board of directors or a committee thereof. The
existence of these advance notification provisions may make it more difficult for a third party to
acquire, or may discourage a third party from acquiring, control of our board of directors.
Washington Takeover Statute. Washington law imposes restrictions on certain transactions
between a corporation and certain significant shareholders. Chapter 23B.19 of the WBCA generally
prohibits a target corporation from engaging in certain significant business transactions with an
acquiring person, which is defined as
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a person or group of persons that beneficially owns 10% or more of the voting securities of the
target corporation, for a period of five years after the date the acquiring person first became a
10% beneficial owner of the voting securities of the target corporation, unless the business
transaction or the acquisition of shares is approved by a majority of the members of the target
corporations board of directors prior to the time the acquiring person first became a 10%
beneficial owner of the target corporations voting securities. Such prohibited transactions
include, among other things:
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a merger or consolidation with, disposition of assets to, or issuance or
redemption of stock to or from, the acquiring person; |
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termination of 5% or more of the employees of the target corporation as a result
of the acquiring persons acquisition of 10% or more of the shares; or |
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receipt by the acquiring person of any disproportionate benefit as a
shareholder. |
After the five-year period, a significant business transaction may occur if it complies with
fair price provisions specified in the statute. A corporation may not opt out of this statute.
We expect the existence of this provision to have an antitakeover effect with respect to
transactions that our board of directors does not approve in advance and may discourage takeover
attempts that might result in the payment of a premium over the market price for common stock held
by shareholders or otherwise might benefit shareholders.
Limitations of Liability and Indemnification Matters
Our articles of corporation provide that, to the fullest extent permitted by the WBCA, a
director of our company shall not be personally liable to our company or our shareholders for
monetary damages for his or her conduct as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law, illegal corporate loans or distributions, or any
transaction from which the director receives personal benefit in money, property or services to
which the director is not legally entitled.
Pursuant to our bylaws, each person who was or is made a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was a director or
officer of our company or who, while a director of our company, is or was serving at our companys
request as a director, officer, partner, trustee, employee or agent of another company or
partnership, joint venture, trust or other enterprise, will be indemnified by us against all
reasonable expenses incurred by such person in connection therewith. If a director or officer is
made a party to a proceeding because he or she was or is a director or officer of our company, such
director or officer will be indemnified for any judgment, settlement, penalty, fine or reasonable
expenses incurred in such proceeding if:
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he or she acted in good faith; and |
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he or she reasonably believed: |
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in the case of conduct in the directors or officers
official capacity, that the conduct was in the our companys best
interests; and |
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in all other cases, the directors or officers conduct
was at least not opposed to our companys best interests. |
No director or officer will be indemnified in connection with:
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a proceeding by or in the right of our company in which he or she was adjudged
liable to our company; or |
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any other proceedings charging improper personal benefit to the director or
officer, whether or not involving action in his or her official capacity, in which
the director or officer was adjudged liable on the basis that personal benefit was
improperly received by such director or officer. |
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The indemnification provisions contained in our bylaws are intended to be interpreted and
applied to provide indemnification to directors, officers, employees and agents of our company to
the fullest extent allowed by the WBCA, as amended from time to time, and are not exclusive. We
have not entered into any indemnification agreements with any of our directors or officers.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we
have been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Investor Services.
Nasdaq Capital Market
Our common stock is quoted on The Nasdaq Capital Market under the symbol JSDA.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase shares of our common stock. The warrants may be issued
independently or together with shares of our common stock. The warrants will be issued under
warrant agreements to be entered into between us and a bank or trust company, as warrant agent, or
under such other arrangement as is described in the prospectus supplement relating to warrants
being offered pursuant to such prospectus supplement. We have no
outstanding warrant
agreements as of the date of this prospectus. The following description of the warrants will apply to the warrants
offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. If
we enter into a warrant agreement, we will file a prospectus supplement which will specify the
negotiated terms of the particular series of warrants to be issued pursuant to the prospectus
supplement, which terms may be different from, or in addition to, the terms set forth below.
Warrants
The applicable prospectus supplement will describe the following terms of warrants offered:
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the title of the warrants; |
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the number of common shares for which the warrants are exercisable; |
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the price or prices at which the warrants will be issued; |
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the provisions, if any, for changes to or adjustments in the exercise price; |
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the provisions, if any, for call rights or put rights relating to the warrants
or the underlying common shares; |
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the date on which the right to exercise the warrants will commence and the date
on which the right will expire; |
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if applicable, the number of warrants issued with each share of our common
stock; |
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a discussion of any material federal income tax consequences of holding or
exercising the warrants; and |
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any other terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the warrants. |
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Holders of warrants will not be entitled, by virtue of being such holders, to vote, consent,
receive dividends, receive notice as shareholders with respect to any meeting of shareholders for
the election of our directors or any other matter, or to exercise any rights whatsoever as our
shareholders.
The exercise price payable and the number of shares of our common stock purchasable upon the
exercise of each warrant will be subject to adjustment in certain events, including the issuance of
a stock dividend to holders of our common stock or a stock split, reverse stock split, combination,
subdivision or reclassification of our common stock. In lieu of adjusting the number of shares of
our common stock purchasable upon exercise of each warrant, we may elect to adjust the number of
warrants. No fractional shares will be issued upon exercise of the warrants, but we will pay the
cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing, in case of
any consolidation, merger, or sale or conveyance of our property as an entirety or substantially as
an entirety, the holder of each outstanding warrant will have the right to the kind and amount of
shares of stock and other securities and property, including cash, receivable by a holder of the
number of shares of our common stock into which the warrant was exercisable immediately prior to
such transaction.
Exercise of Warrants
Each warrant will entitle the holder to purchase for cash such shares of our common stock at
such exercise price as shall in each case be set forth in, or be determinable as set forth in, the
prospectus supplement relating to the warrants offered thereby. Warrants may be exercised at any
time up to the close of business on the expiration date set forth in the prospectus supplement
relating to the warrants offered thereby. After the close of business on the expiration date,
unexercised warrants will become void.
The warrants may be exercised as set forth in the prospectus supplement relating to the
warrants offered. Upon receipt of payment and the warrant certificate properly completed and duly
executed at the corporate trust office of the warrant agent or any other office indicated in the
prospectus supplement, we will, as soon as practicable, direct the issuance of the shares of our
common stock purchasable upon such exercise. If less than all of the warrants represented by such
warrant certificate are exercised, a new warrant certificate will be issued for the remaining
warrants.
PLAN OF DISTRIBUTION
We may sell the offered securities on a negotiated or competitive bid basis to or through
underwriters or dealers. We may also sell the securities directly to institutional investors or
other purchasers or through agents. We will identify any underwriter, dealer, or agent involved in
the offer and sale of the securities, and any applicable commissions, discounts and other terms
constituting compensation to such underwriters, dealers or agents, in a prospectus supplement.
We may distribute the securities from time to time in one or more transactions:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices related to such prevailing market prices; or |
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at negotiated prices. |
Only underwriters named in the prospectus supplement are underwriters of the securities
offered by the prospectus supplement.
If underwriters are used in the sale of any of the securities, the securities will be acquired
by the underwriters for their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. The securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. Unless stated otherwise in a prospectus supplement, the
6
obligation
of any underwriters to purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all of the offered securities if any are purchased. If a dealer is used in a
sale, we may sell the securities to the dealer as principal. The dealer may then resell the
securities to the public at varying prices to be determined by the dealer at the time of resale.
In effecting sales, dealers engaged by us may arrange for other dealers to participate in the
resales.
We or our agents may solicit offers to purchase the securities from time to time, and we or
our agents may make sales directly to institutional investors or others. Unless stated otherwise
in a prospectus supplement, any agent will be acting on a best efforts basis for the period of its
appointment. In addition, we may enter into derivative or hedging transactions with third parties,
or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in connection with such
transaction, the third parties may, pursuant to this prospectus and the applicable prospectus
supplement, sell securities covered by this prospectus and the applicable prospectus supplement.
If so, the third party may use securities borrowed from us or others to settle such sales and may
use securities received from us or others to close out any related short positions. We also may
loan or pledge securities covered by this prospectus and the applicable prospectus supplement to
third parties, who may sell the loaned securities or, in the event of default in the case of a
pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus
supplement. The third party in such transactions will be an underwriter and will be identified in
the applicable prospectus supplement or in a post-effective amendment.
In connection with the sale of the securities, underwriters or agents may receive compensation
(in the form of discounts, concessions or commissions) from us or from purchasers of the securities
for whom they may act as agents. Underwriters may sell the securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of the securities may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, or the Securities Act, and
any discounts or commissions received by them from us and any profits on the resale of the
securities by them may be deemed to be underwriting discounts and commissions under the Securities
Act. Compensation as to a particular underwriter, dealer or agent might be in excess of customary
commissions and will be in amounts to be negotiated in connection with transaction involving the
securities. We will identify any such underwriter or agent, and we will describe any such
compensation paid, in the related prospectus supplement. Pursuant to a requirement by the
Financial Industry Regulatory Authority, or the FINRA, the maximum commission or discount to be
received by any FINRA member or independent broker-dealer may not be greater than eight percent
(8%) of the gross proceeds received by us for the sale of any securities being registered pursuant
to SEC Rule 415 under the Securities Act of 1933.
Underwriters, dealers and agents may be entitled, under agreements with us, to indemnification
against and contribution toward certain civil liabilities, including liabilities under the
Securities Act. The terms and conditions of any indemnification or contribution will be described
in the applicable prospectus supplement.
If stated in a prospectus supplement, we will authorize agents and underwriters to solicit
offers by certain specified institutions or other persons to purchase the securities at the public
offering price set forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specific date in the future. Institutions with whom such
contracts may be made include commercial savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and other institutions, but shall in
all cases be subject to our approval. Such contracts will be subject only to those conditions set
forth in the prospectus supplement, and the prospectus supplement will set forth the commission
payable for solicitation of such contracts. The obligations of any purchase under any such
contract will be subject to the condition that the purchase of the securities shall not be
prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is
subject. The underwriters and other agents will not have any responsibility in respect of the
validity or performance of such contracts.
Our common stock currently is traded on The Nasdaq Capital Market. Any underwriters may make
a market in the securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. Each prospectus supplement will contain updated information as
to the listing of the securities on The Nasdaq Stock Market or any other securities exchange. We
cannot guarantee the liquidity of, or trading market for, the securities.
7
If underwriters or dealers are used in the sale, until the distribution of the securities is
completed, Commission rules may limit the ability of any such underwriters and selling group
members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in
certain transactions that stabilize the price of the securities. Such transactions may consist of
bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.
If the underwriters create a short position in the securities in connection with the offering (in
other words, if they sell more securities than are set forth on the cover page of the prospectus
supplement), the representatives of the underwriters may reduce that short position by purchasing
securities in the open market. The representatives of the underwriters also may elect to reduce
any short position by exercising all or part of any over-allotment option we may grant to the
underwriters, as described in the prospectus supplement. In addition, the representatives of the
underwriters may impose a penalty bid on certain underwriters and selling group members. This
means that if the representatives purchase securities in the open market to reduce the
underwriters short position or to stabilize the price of the securities, they may reclaim the
amount of the selling concession from the underwriters and selling group members who sold those
shares as part of the offering. In general, purchases of securities for the purpose of stabilizing
or to reduce a short position could cause the price of the securities to be higher than it might be
in the absence of such purchases. The imposition of a penalty bid might also have the effect of
causing the price of the securities to be higher that it would otherwise be. If commenced, the
representatives of the underwriters may discontinue any of the transactions at any time. These
transactions may be effected on any exchange on which the securities is traded, in the
over-the-counter market, or otherwise.
Certain of the underwriters, dealers or agents and their associates may engage in transactions
with and perform services for us or our affiliates in the ordinary course of their respective
businesses.
In order to comply with the securities laws of certain jurisdictions, if applicable, the
securities offered by this prospectus may be offered and sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain jurisdictions the securities
offered by this prospectus may not be offered or sold unless such securities have been registered
or qualified for sale in these jurisdictions or an exemption from registration or qualification is
available.
LEGAL MATTERS
The validity of the securities being offered hereby will be passed upon for us by Perkins Coie
LLP, Seattle, Washington. If legal matters in connection with offerings made pursuant to this
prospectus are passed upon by counsel for underwriters, dealers or agents, if any, such counsel
will be named in the prospectus supplement relating to such offering.
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference
from the Companys Annual Report on Form 10-K for the year ended December 31, 2009, and the
effectiveness of Jones Soda Co. and subsidiaries internal control over financial reporting
have been audited by Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their reports, which are incorporated herein by reference (which reports
(1) express an unqualified opinion on the consolidated financial statements and include an
emphasis of a matter paragraph expressing substantial doubt about the Companys ability to
continue as a going concern and (2) express an unqualified opinion on the effectiveness of
internal control over financial reporting). Such consolidated financial statements have
been so incorporated in reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, as well as registration and proxy statements
and other information, with the Commission. These documents may be read and copied at the
Commissions Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can get
further information about the Public Reference Room by calling 1-800-SEC-0330. The Commission also
maintains an Internet Web site at www.sec.gov that contains reports, registration statements and
other information regarding registrants like us that file electronically with the Commission.
8
This prospectus is part of a registration statement on Form S-3 filed by us with the
Commission under the Securities Act. As permitted by the rules and regulations of the Commission,
this prospectus does not contain all the information set forth in the registration statement and
the exhibits thereto filed with the Commission. For further information with respect to us and the
securities offered hereby, you should refer to the complete registration statement on Form S-3,
which may be obtained from the locations described above. Statements contained in this prospectus
or in any prospectus supplement about the contents of any contract or other document are not
necessarily complete. If we have filed any contract or other document as an exhibit to the
registration statement or any other document incorporated by reference in the registration
statement, you should read the exhibit for a more complete understanding of the document or matter
involved. Each statement regarding a contract or other document is qualified in its entirety by
reference to the actual document.
In reviewing contracts or other documents filed as an exhibit or incorporated by reference in
the registration statement, it is important to remember that they are included to provide you with
information regarding their terms and are not intended to provide any other factual or disclosure
information about our company or the other parties to the documents. The documents filed as
exhibits or incorporated by reference in the registration statement may contain representations and
warranties of each of the parties to the applicable document. These representations and warranties
have been made solely for the benefit of the other parties to the applicable document and:
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should not be treated as categorical statements of fact, but rather as a way
of allocating risk to one of the parties if those statements prove to be
inaccurate; |
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have been qualified by disclosures that were made to the other party in
connection with the negotiation of the agreement, which disclosures are not
necessarily reflected in the agreement; |
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may apply standards of materiality in a way that is different from what may be
viewed as material to you and other investors; and |
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were made only as of the date of the applicable agreement or such other date
or dates as may be specified in the agreement and are subject to more recent
developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs of
as of the date they were made or any other time.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to incorporate by reference the information we file with it, which
means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus, and information
that we file later with the Commission will automatically update and supersede this information.
The following documents filed with the Commission (in each case, Commission File No. 000-28820) are
incorporated by reference in this prospectus:
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our Annual Report on Form 10-K for the year ended December 31, 2009, filed
with the Commission on March 31, 2010; |
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our Current Reports on Form 8-K, filed with the Commission on March 9, March
22, April 9, April 28, and May 4, 2010; and |
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the description of our common stock contained in our registration statement on
Form 8-A, filed with the Commission on October 4, 1996, and as amended on March
20, 2003, under Section 12(g) of the Securities Exchange Act of 1934, including
all amendments or reports filed for the purpose of updating such description. |
We are also incorporating by reference any future filings we make with the Commission under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering is
completed, including those made between the date of filing of the initial registration statement
and prior to effectiveness of the registration statement, except for information furnished under
Item 2.02 or Item 7.01 and certain exhibits furnished pursuant to Item 9.01 of our Current Reports
on Form 8-K which are not deemed to be filed and not incorporated by reference herein.
9
You may request a copy of these filings (other than an exhibit to a filing unless that exhibit
is specifically incorporated by reference into that filing), at no cost, by writing or calling us
at Jones Soda Co., 234 Ninth Avenue North, Seattle, WA 98109, telephone number (206) 624-3357,
Attention: Investor Relations.
10
$30,000,000
JONES SODA CO.
COMMON STOCK AND WARRANTS
PROSPECTUS
, 2010
Until , all dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is in addition to
the dealers obligation to deliver a prospectus when acting as underwriters and with respect to
their unsold allotments for subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions, are set forth in the following
table. All amounts are estimated except the Securities and Exchange Commission registration fee.
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Securities and Exchange Commission registration fee |
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$ |
2,139 |
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Printing fees and expenses |
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* |
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Legal fees and expenses |
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* |
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Accounting fees and expenses |
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* |
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Transfer agent and registrar fees |
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* |
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Miscellaneous |
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* |
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Total |
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$ |
* |
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* |
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To be provided by amendment or as an exhibit to a filing with the Commission pursuant to the
Securities Exchange Act of 1934, as amended. |
Item 15. Indemnification of Directors and Officers.
Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act authorize a
court to award, or a corporations board of directors to grant, indemnification to directors and
officers on terms sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under Securities Act of 1933, as amended. Article IX of the registrants
bylaws provides for indemnification of the registrants directors, officers, employees and agents
to the fullest extent allowed by Washington law and provides that the directors and officers of the
registrant also may be indemnified against liability they may incur for serving in those capacities
pursuant to a liability insurance policy maintained by the registrant for such purpose.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a corporation to limit a
directors liability to the corporation or its shareholders for monetary damages for acts or
omissions as a director, except in certain circumstances involving intentional misconduct, knowing
violations of law or illegal corporate loans or distributions, or any transaction from which the
director personally receives a benefit in money, property or services to which the director is not
legally entitled. Article VI of the registrants articles of incorporation contains provisions
implementing, to the fullest extent permitted by Washington law, such limitations on a directors
liability to the registrant and its shareholders. The registrant has not entered into
indemnification agreements with any of its directors.
Item 16. Exhibits.
(a) The following exhibits are filed as part of this registration statement:
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Exhibit |
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Number |
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Description |
1.1
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Form of Underwriting Agreement* |
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4.1
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Articles of Incorporation of Jones Soda Co. (filed with, and incorporated
herein by reference to, Exhibit 3.1 to the Companys annual report on
Form 10-KSB for the fiscal year ended December 31, 2000, filed on March 30,
2001, File No. 333-75913) |
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4.2
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Bylaws of Jones Soda Co. (filed with, and incorporated herein by reference to,
Exhibit 3.2 to the Companys annual report on Form 10-KSB for the fiscal year
ended December 31, 2000, filed on March 30, 2001, File No. 333-75913) |
II-1
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Exhibit |
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Number |
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Description |
4.3
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Form of Warrant Agreement, if any, including form of Warrant* |
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5.1
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Opinion of Perkins Coie LLP |
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23.1
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Consent of Deloitte & Touche LLP, independent registered public accounting firm |
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23.2
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Consent of Perkins Coie LLP (contained in the opinion filed as Exhibit 5.1) |
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24.1
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Power of Attorney (included on the signature page) |
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* |
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To be filed by amendment or as an exhibit to a Current Report on Form 8-K under the
Securities Exchange Act of 1934 and incorporated herein by reference, if applicable. |
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the effective
registration statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
Provided, however, That
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if
the registration statement is on Form S-3 or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
(C) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is for an offering of asset-backed securities on Form S-1 or
Form S-3, and the information required to be included in a post-effective amendment is
provided pursuant to Item 1100(c) of Regulation AB.
II-2
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the
date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
persons that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such
effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
II-3
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of
the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Seattle, State of
Washington, on May 5, 2010.
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Jones Soda Co.
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By: |
/s/ Michael R. OBrien
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Name: |
Michael R. OBrien |
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Title: |
Chief Financial Officer & Corporate Secretary |
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POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints William R.
Meissner and Michael R. OBrien, and each of them, with full power of substitution and
resubstitution and full power to act without the others, as his or her true and lawful
attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name
and on behalf of each person, individually and in each capacity stated below, and to file any and
all amendments to this Registration Statement, including any and all post-effective amendments and
amendments thereto, and any registration statement relating to the same offering as this
Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents
or any of them or their or his or her substitutes may lawfully do or cause to be done by virtue
thereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated
below on May 5, 2010.
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Signature |
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Title |
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/s/ William R. Meissner
William R. Meissner
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President and Chief Executive Officer
(Principal Executive Officer) |
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/s/ Michael R. OBrien
Michael R. OBrien
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Chief Financial Officer and Secretary
(Principal Financial and Principal Accounting Officer) |
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/s/ Mills A. Brown
Mills A. Brown
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Director |
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/s/ Richard S. Eiswirth, Jr.
Richard S. Eiswirth, Jr.
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Director |
II-5
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Signature |
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Title |
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/s/ Michael M. Fleming
Michael M. Fleming
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Director |
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/s/ Matthew K. Kellogg
Matthew K. Kellogg
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Director |
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/s/ Susan A. Schreter
Susan A. Schreter
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Director |
II-6
Exhibit Index
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1.1
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Form of Underwriting Agreement* |
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4.1
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Articles of Incorporation of Jones Soda Co. (filed with, and incorporated
herein by reference to, Exhibit 3.1 to the Companys annual report on
Form 10-KSB for the fiscal year ended December 31, 2000, filed on March 30,
2001, File No. 333-75913) |
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4.2
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Bylaws of Jones Soda Co. (filed with, and incorporated herein by reference to,
Exhibit 3.2 to the Companys annual report on Form 10-KSB for the fiscal year
ended December 31, 2000, filed on March 30, 2001, File No. 333-75913) |
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4.3
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Form of Warrant Agreement, if any, including form of Warrant* |
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5.1
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Opinion of Perkins Coie LLP |
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23.1
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Consent of Deloitte & Touche LLP, independent registered public accounting firm |
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23.2
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Consent of Perkins Coie LLP (contained in the opinion filed as Exhibit 5.1) |
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24.1
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Power of Attorney (included on the signature page) |
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* |
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To be filed by amendment or as an exhibit to a Current Report on Form 8-K under the
Securities Exchange Act of 1934 and incorporated herein by reference, if applicable. |