UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a 6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
BRAVO! FOODS INTERNATIONAL CORP.
(Name of Registrant as Specified in its Charter)
--------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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Bravo! Foods International Corp.
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408
(561) 625-1411
September 8, 2006
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders of
Bravo! Foods International Corp. which will be held at City Club, Golden Bear
Plaza, 1178 U.S. Highway 1-Suite 600, North Palm Beach, Florida 33408 at 10 AM
(local time) on Wednesday, October 11, 2006, and at any adjournment or
postponement thereof. On the following pages you will find the formal notice of
the Special Meeting of Stockholders and the proxy statement.
All holders of record of the Company's Common Stock, par value $0.001 per
share, at the close of business on September 6, 2006 will be entitled to notice
of, and to vote at, the Special Meeting of Stockholders. To assure that you are
represented at the Special Meeting, whether or not you plan to attend the
Special Meeting in person, please read carefully the accompanying proxy
statement, which describes the matters to be voted upon, and please complete,
date, sign and return the enclosed proxy card promptly.
Sincerely,
Roy G. Warren
President and Chief Executive Officer
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Bravo! Foods International Corp.
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 11, 2006
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Special Meeting") of Bravo! Foods International Corp., a Delaware corporation
(the "Company"), will be held on Wednesday, October 11, 2006, at City Club,
Golden Bear Plaza, 1178 U.S. Highway 1-Suite 600, North Palm Beach, Florida
33408 at 10 AM (local time) and at any adjournment or postponement thereof for
the following purposes:
1. To amend the Company's Articles of Incorporation to increase the
authorized shares of the Company's common stock from 300,000,000 to
500,000,000;
2. To amend the Company's Articles of Incorporation to change the name
of the Company from Bravo! Foods International Corp. to "Bravo!
Brands Inc."; and
3. To transact such other business as may properly come before the
Special Meeting or at any adjournment or postponement thereof.
Stockholders of record at the close of business on September 6, 2006 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment or
postponement thereof.
All stockholders are cordially invited to attend the Special Meeting in
person. If you do not expect to be present in person at the Special Meeting, you
are requested to complete, date and sign the enclosed proxy card and mail it
promptly in the enclosed envelope to make sure that your shares are represented
at the Special Meeting. In order for the votes represented by your proxy to be
counted at the meeting, your proxy must be received at least one hour before the
Special Meeting. In the event you decide to attend the Special Meeting in
person, you may, if you desire, revoke your proxy by voting your shares in
person at the Special Meeting prior to the vote pursuant to the proxy.
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AS SOON AS
POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
Roy D. Toulan, Jr.,
Corporate Secretary and General Counsel
North Palm Beach, Florida
September 8, 2006
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Bravo! Foods International Corp.
11300 US Highway 1
North Palm Beach, Florida 33408
USA
------------------
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 11, 2006
------------------
INTRODUCTION
This proxy statement is furnished to stockholders of Bravo! Foods
International Corp., a Delaware corporation (the "Company" or "Bravo!"), in
connection with the solicitation of proxies, in the accompanying form, by the
Board of Directors of the Company (the "Board of Directors" or the "Board") for
use in voting at the Special Meeting of Stockholders (the "Special Meeting") to
be held at City Club, Golden Bear Plaza, 1178 U.S. Highway 1-Suite 600, North
Palm Beach, Florida 33408 on Wednesday, October 11, 2006, at 10 AM (local time),
and at any adjournment or postponement thereof.
This proxy statement, the attached Notice of Special Meeting and the
enclosed proxy card are first being mailed to the Company's stockholders on or
about September 8, 2006.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Purpose of the Special Meeting
The specific proposals to be considered and acted upon at the Special
Meeting are summarized in the accompanying Notice of Special Meeting of
Stockholders. Each proposal is described in more detail in this proxy statement.
Record Date and Outstanding Shares
The Board of Directors has fixed the close of business on September 6,
2006 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of, and to vote at, the Special Meeting. Only
stockholders of record at the close of business on the Record Date will be
entitled to vote at the Special Meeting or any and all adjournments or
postponements thereof. The Company's voting securities consist of its common
stock, $0.001 par value, of which [___] shares were outstanding on the Record
Date. Each outstanding share of common stock is entitled to one vote and there
is no cumulative voting.
Voting at the Special Meeting
Stockholders can vote at the Special Meeting by using one of the following
methods:
o Written proxy: Stockholders can vote by written proxy by completing,
signing and returning the enclosed proxy card in the postage paid
envelope provided.
o Over the internet. Stockholders can vote by electronic proxy by
visiting the web site shown on the enclosed proxy card to vote over
the internet.
o In person: Stockholders can vote in person at the meeting. If a
stockholder owns shares in street name, that stockholder will need
to obtain a valid proxy from the stockholder's broker or bank and
bring the valid proxy to the meeting. Please note that if a
stockholder owns common shares in
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street name and requests a valid proxy, any previously executed
proxy will be revoked and that stockholder's vote will not be
counted unless the stockholder appears at the meeting and votes in
person.
Each outstanding share of common stock is entitled to one vote and there
is no cumulative voting. As to each proposal, the presence, in person or by
proxy, of a majority of the outstanding shares of the Company entitled to vote
shall constitute a quorum for the purpose of considering that matter.
Abstentions and broker non-votes will be counted only for the purpose of
determining whether a quorum is present.
Proposals 1 and 2 each require the affirmative vote of a majority of the
outstanding shares of common stock entitled to vote at the Special Meeting.
Broker non-votes will be treated as shares that are present but which have not
been voted.
Revocability and Voting of Proxies
Any person signing a proxy in the form accompanying this proxy statement
has the power to revoke it prior to the Special Meeting or at the Special
Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by any
of the following methods:
o by writing a letter delivered to Roy D. Toulan, Jr., Esq., Corporate
Secretary and General Counsel of the Company, stating that the proxy
is revoked; or
o by submitting another proxy with a later date; or
o by voting in person at the Special Meeting (attendance at the
Special Meeting will not, in and of itself, revoke the earlier
proxy).
Any stockholder entitled to vote at the Special Meeting may attend the
Special Meeting and any stockholder who has not submitted a proxy or has
properly revoked a proxy may vote in person at the Special Meeting. Please note,
however, that if a stockholder's shares are held of record by a broker, bank or
other nominee, that stockholder may not vote in person at the Special Meeting,
unless the stockholder requests and obtains a valid proxy.
Unless the Company receives specific instructions to the contrary or
unless such proxy is properly revoked, votes represented by each properly
executed proxy will be voted: (i) FOR the amendment of the Company's Articles of
Incorporation to increase the authorized shares of the Company's common stock
from 300,000,000 to 500,000,000; (ii) FOR the amendment of the Company's
Articles of Incorporation to change the name of the Company from Bravo! Foods
International Corp. to "Bravo! Brands Inc."; and (iii) with respect to any other
matters that may properly come before the Special Meeting, at the discretion of
the proxy holders.
Solicitation
The Company will pay the costs relating to this proxy statement, the proxy
card and the Special Meeting. The Company may reimburse brokerage firms and
other persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to beneficial owners. Directors, officers and
regular employees may also solicit proxies by mail, facsimile or other means or
in person. They will not receive any additional payments for the solicitation.
Householding
If you and others who share your mailing address own shares of the
Company's common stock or shares of other companies' common stock through bank
or brokerage accounts, you may have received a notice that your household will
receive only one proxy statement from each company whose shares are held in such
accounts. This practice, known as "householding," is designed to reduce the
volume of duplicate information and reduce printing and postage costs. You may
discontinue householding by contacting your bank or broker.
You may also request delivery of an individual copy of the proxy statement
by contacting the Company at (561) 625-1411 or by writing to Bravo! Foods
International Corp., 11300 US Highway 1, North Palm Beach, Florida 33408, USA,
Attn: Corporate Secretary.
You may be able to initiate householding if your bank or broker has chosen
to offer such service, by following the instructions provided by your bank or
broker.
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PROPOSALS TO BE VOTED UPON
Proposal No. 1. APPROVAL OF THE AMENDMENT OF THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK
The Board of Directors has approved and is recommending to stockholders a
proposal to amend the Company's Articles of Incorporation to increase the
authorized number of shares of common stock from 300,000,000 shares to
500,000,000 shares. The Company is currently authorized to issue 5,000,000
shares of preferred stock, par value $0.001 per share, and the proposed
amendment will not affect such authorization.
Because the Company has historically operated at a loss, its cash flows
have been insufficient to support its working capital requirements and the
Company has subsequently conducted private placements of equity in connection
with PIPE financings to finance its operations. Moreover, the Company is
currently under contractual obligations to issue shares of common stock greater
than the number of shares it is currently authorized to issue and will be forced
to refund $15 million held in escrow pursuant to such obligations if the number
of authorized shares is not increased. This would drastically limit the
Company's ability to finance its working capital needs and meet its cash
obligations and likely might require the Company to substantially curtail or
cease its operations.
On July 26, 2006, the Company entered into a Securities Purchase Agreement
with five accredited institutional investors, for the issuance and sale of $30
million senior convertible notes and warrants to purchase common stock. The
Company's fulfillment of its obligations under the notes and warrants issued
will require an issuance of shares of common stock greater than the number of
shares that the Company is currently authorized to issue. Moreover, pursuant to
the Securities Purchase Agreement, the Company agreed to reserve an amount of
common stock issuable upon conversion of the notes and exercise of the warrants
that is greater than its current reserve of authorized but unissued shares.
Under the terms of the financing, the Company sold $30 million notes, of which
$15 million were released upon closing and $15 million is being held in escrow,
pending, among other things, stockholder approval of this proposal to increase
in the Company's authorized shares of common stock from 300,000,000 shares to
500,000,000 shares. Therefore, the Company will not be able to complete the
transactions contemplated by the Securities Purchase Agreement without
stockholder approval for an increase in the number of authorized shares.
When issued, the additional shares of common stock authorized by the
amendment will have the same rights and privileges as the shares of common stock
currently authorized and outstanding. Holders of common stock have no preemptive
rights and, accordingly, stockholders would not have any preferential rights to
purchase any of the additional shares of common stock when such shares are
issued. If the stockholders vote to approve the increase in the number of
authorized shares of common stock, the Company will immediately reserve for
issuance an amount of the newly authorized shares of common stock needed to
cover the Company's obligations pursuant to the Securities Purchase Agreement.
The Company also plans to use some of the additional authorized shares to
increase the size of its 2005 Stock Incentive Plan. The Company believes that
the availability of an adequate number of shares in the share reserve of the
2005 Stock Incentive Plan is an important factor in motivating and retaining
qualified employees, non-employee directors and other service providers
essential to the Company's success. The Company estimates, however, that the
number of shares currently available for issuance under the 2005 Stock Incentive
Plan will be insufficient to meet its future needs and, thus, that the number of
shares of common stock issuable thereunder must be increased. The Company
further plans to issue additional shares in connection with future financing
transactions, in order to fund future acquisitions in line with the Company's
continued growth strategy. Other than these arrangements, the Company does not
presently have any plans, arrangements or understandings with respect to the
issuance of any of the remaining newly authorized shares of common stock.
Having a substantial number of authorized but unissued shares of common
stock that are not reserved for specific purposes will allow the Company to take
prompt action with respect to corporate opportunities that develop, without the
delay and expense of convening an annual meeting of stockholders for the purpose
of approving an increase in the Company's capitalization. The increase in
authorized common stock could also discourage or hinder efforts by other parties
to obtain control of the Company, thereby having an anti-takeover effect. The
issuance of additional shares of common stock may furthermore, depending upon
the circumstances under which such shares are issued, reduce stockholders'
equity per share and may reduce the percentage ownership of common stock by
existing
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stockholders. It is not the present intention of the Board of Directors
to seek stockholder approval prior to any issuance of shares of common stock
that would become authorized by the amendment unless otherwise required by law
or regulation. Frequently, opportunities arise that require prompt action, and
it is the belief of the Board of Directors that the delay necessitated for
stockholder approval of a specific issuance could be to the detriment of the
Company and its stockholders.
Unless the Company's stockholders approve an amendment to its certificate
of incorporation to increase the number of authorized shares of common stock,
the Company will be forced to refund the $15 million held in escrow and will not
be able to perform its obligations under the Securities Purchase Agreement, as
discussed above. Such an occurrence would drastically limit the Company's
ability to finance its working capital needs and meet its cash obligations.
Management of the Company believes that it is highly likely that such an
occurrence would require the Company to substantially curtail or cease its
operations, and could result in a total loss of your investment in the Company.
If this proposal is approved, Article IV, Capital Stock of the Company's
Articles of Incorporation would be amended and restated as follows:
"The authorized capital stock of the Corporation shall consist of
500,000,000 shares of common stock with a par value of $0.001 per share
and 5,000,000 shares of preferred stock with a par value of $0.001 per
share."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
AMENDMENT OF THE ARTICLES OF ASSOCIATION TO INCREASE THE AUTHORIZED SHARES OF
THE COMPANY'S COMMON STOCK FROM 300,000,000 TO 500,000,000. PROXIES WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.
Approval of the amendment of the Articles of Association to increase the
authorized shares of the Company's common stock from 300,000,000 to 500,000,000
requires the affirmative vote of a majority of the outstanding shares of common
stock entitled to vote at the Special Meeting.
Proposal No. 2. APPROVAL OF THE AMENDMENT OF THE COMPANY'S ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY FROM BRAVO!
FOODS INTERNATIONAL CORP. TO "BRAVO! BRANDS INC."
The Board believes that it is advisable and for the benefit of the Company
to amend the Company's Articles of Incorporation to change the name of the
Company from Bravo! Foods International Corp. to "Bravo! Brands Inc." in order
to more succinctly and accurately reflect the Company's current business model
and the scope of its business offering. The Company is engaged in the sale of
flavored milk products and flavor ingredients in the United States and various
other countries. The Company does not, however, develop or market food products.
The Board therefore believes that the name "Bravo! Brands Inc." better reflects
the nature of the Company's business. Additionally, the Company's domain name is
www.bravobrands.com, which more closely resembles the Company's proposed new
name. The Company therefore believes that the proposed name change would
facilitate better name recognition and ultimately serve the Company's best
interests.
If the proposed amendment is approved, Article I of the current Articles
of Incorporation, as amended, would be deleted in its entirety and replaced by
the following:
"The name of the Company shall be Bravo! Brands Inc."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE
COMPANY FROM BRAVO! FOODS INTERNATIONAL CORP. TO "BRAVO! BRANDS INC.". PROXIES
WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.
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Approval of the amendment of the Company's Articles of Incorporation to
change the name of the Company from Bravo! Foods International Corp. to "Bravo!
Brands Inc." requires the affirmative vote of a majority of the outstanding
shares of common stock entitled to vote at the Special Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the total number and percentage of the
Company's voting common shares beneficially owned as of August 23, 2006 by: (1)
each person known to the Company to be the beneficial owner of more than 5% of
any class of the Company's outstanding voting shares; (2) each of the Company's
Directors; (3) each of the Company's executive officers; and (4) all of the
Company's executive officers and Directors as a group. Except as otherwise noted
below, the address of each of the persons in the table is c/o Bravo! Foods
International Corp., 11300 US Highway 1, North Palm Beach Florida 33408, USA.
The following conditions apply to all of the following tables:
o except as otherwise noted, the named beneficial owners have direct
ownership of the stock and have sole voting and investment power
with respect to the shares shown
o the class listed as "common" includes the shares of common stock
underlying the Company's issued convertible preferred stock, options
and warrants
Beneficial Owners
Name and Address Amount and Nature of Percent of
Title of Class of Beneficial Owner(1) Beneficial Ownership Class(2)
Common Coca-Cola Enterprises Inc. 30,000,000 15.41%
2500 Windy Ridge Parkway
Atlanta, GA 30339
Common Mid-Am Capital, L.L.C.(3) 19,970,723 9.99%
Northpointe Tower
10220 North Ambassador Drive
Kansas City, MO 64190
Common Lombard Odier Darier Hentsch 16,500,000 8.47%
& Cie(4)
Rue de la Corraterie 11
1204 Geneva
Switzerland
Common Magnetar Capital Master Fund, 13,750,000 7.06%
Ltd(4)
1603 Orrington Avenue
13th Floor
Evanston, IL 60201
(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to options or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of August 23, 2006 are deemed
outstanding for computing the percentage of the person holding such option
or warrant but are not deemed outstanding for computing the percentage of
any other person.
(2) Percentage calculated from base of 194,724,064 shares of common stock
issued and outstanding.
(3) This owner is contractually limited to a beneficial ownership of our
equity not to exceed 9.99%. Equity listed consists of convertible
preferred, convertible debentures and/or warrants.
(4) Equity listed consists of common stock and warrants to purchase common
stock.
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Management Owners
Name and Address of Amount and Nature Percent of
Title of Class Management Owner(1) of Ownership Class(2)
Common Roy G. Warren 5,781,765(3) 2.97%
Options Jeffrey J. Kaplan 200,000 Less than 1%
Common Robert Cummings 1,130,038(4) Less than 1%
Common John McCormack 1,312,538(4) Less than 1%
Common Arthur W. Blanding 947,297(5) Less than 1%
Common Phillip Pearce 962,297(6) Less than 1%
Common Stanley Hirschman 1,040,652(7) Less than 1%
Common Gerald L. Bos - -
Common Stanley Harris - -
Common Roy D. Toulan, Jr. 1,615,121(8) Less than 1%
Common Tommy Kee 1,042,385(8) Less than 1%
Common Benjamin Patipa 1,358,700(8) Less than 1%
Common Michael Edwards 2,000,000(8) 1.03%
Common Executive officers and 17,190,793 8.83%
directors as a group
(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to options or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of August 23, 2006 are deemed
outstanding for computing the percentage of the person holding such option
or warrant but are not deemed outstanding for computing the percentage of
any other person.
(2) Percentage calculated from base of 194,724,064 shares of common stock
issued and outstanding.
(3) Includes options to purchase 2,500,00 shares of the Company's common stock
pursuant to a 2005 Incentive Stock Option Plan adopted by the Board of
Directors on May 12, 2005.
(4) Includes options to purchase 565,038 shares of the Company's common stock
pursuant to a 2005 Incentive Stock Option Plan adopted by the Board of
Directors on May 12, 2005.
(5) Includes options to purchase 494,408 shares of the Company's common stock
pursuant to a 2005 Incentive Stock Option Plan adopted by the Board of
Directors on May 12, 2005.
(6) Includes options to purchase 706,297 shares of the Company's common stock
pursuant to a 2005 Incentive Stock Option Plan adopted by the Board of
Directors on May 12, 2005.
(7) Includes options to purchase 670,982 shares of the Company's common stock
pursuant to a 2005 Incentive Stock Option Plan adopted by the Board of
Directors on May 12, 2005.
(8) Includes options to purchase 600,000 shares of the Company's common stock
pursuant to a 2005 Incentive Stock Option Plan adopted by the Board of
Directors on May 12, 2005.
There currently are no arrangements that may result in a change of
ownership or control.
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STOCKHOLDER PROPOSALS
The Company has not yet determined when it will hold its annual meeting of
stockholders for 2007. Any stockholder proposal intended to be presented at the
2007 annual meeting must be received at the Company's registered office at 11300
US Highway 1, North Palm Beach, Florida 33408, USA, by February 15, 2007 for
consideration of inclusion in the proxy statement and form of proxy related to
such annual meeting. The proposal must comply in all respects with the rules and
regulations of the Securities and Exchange Commission. A stockholder proposal
submitted after February 15, 2007 will be considered untimely calculated in the
manner provided by Rule 14a-4(c)(1) under the Securities Exchange Act of 1934.
If a stockholder desires to nominate one or more individuals for election to the
Board of Directors at the 2007 annual meeting, written notice of such
stockholder's intent to make such a nomination must be received by the Company
at its registered office no later than February 15, 2007.
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Proxy
Bravo! Foods International Corp.
Proxy Solicited by the Board of Directors
for the Special Meeting of Stockholders
to be Held on October 11, 2006
The undersigned hereby appoints Roy G. Warren, Stanley A. Hirschman and
Roy D. Toulan, Jr., and each of them, as attorneys and proxies of the
undersigned, with full power of substitution, to vote all of the common shares
of Bravo! Foods International Corp. (the "Company") which the undersigned may be
entitled to vote at the Special Meeting of Stockholders of the Company to be
held at City Club, Golden Bear Plaza, 1178 U.S. Highway 1-Suite 600, North Palm
Beach, Florida 33408 on Wednesday, October 11, 2006 at 10 AM (local time), and
at any and all postponements, continuations and adjournments thereof, with all
powers that the undersigned would possess if personally present, upon and in
respect of the following matters and in accordance with the following
instructions, with discretionary authority as to any and all other matters that
may properly come before the meeting.
This proxy, when properly executed will be voted as directed herein. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS NO. 1 AND 2. THE
PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS PROPERLY COMING
BEFORE THE MEETING.
HAS YOUR ADDRESS CHANGED? INDICATE CHANGES BELOW.
DO YOU HAVE ANY COMMENTS?
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BRAVO! FOODS INTERNATIONAL CORP.
C/o American Stock Transfer & Trust Company, 59 Maiden Lane, New York, NY 10038
This proxy is solicited on behalf of the Company's Board of Directors. It
may be revoked up to one hour prior to the Special Meeting.
Receipt of notice of the Special Meeting and receipt of the proxy
statement is hereby acknowledged, and the terms of the Notice and proxy
statement are hereby incorporated by reference into this proxy. The undersigned
hereby revokes all proxies heretofore given for said meeting or any and all
adjournments, postponements and continuations thereof.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF THE COMMON SHARES ARE
REGISTERED IN THE NAMES OF TWO OR MORE PERSONS, EACH SHOULD SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, GUARDIANS AND ATTORNEYS-IN-FACT SHOULD ADD THEIR
TITLES. IF SIGNER IS A CORPORATION, PLEASE GIVE FULL CORPORATE NAME AND HAVE A
DULY AUTHORIZED OFFICER SIGN, STATING TITLE. IF SIGNER IS A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS NO. 1 AND 2.
1. To amend the Company's Articles of Incorporation to increase the
authorized shares of the Company's common stock from 300,000,000 to
500,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To amend the Company's Articles of Incorporation to change the name
of the Company from Bravo! Foods International Corp. to "Bravo!
Brands Inc."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
SIGNATURE(S)
SIGNATURE(S)
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