SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event reported): February 21, 2003
BRAVO! FOODS INTERNATIONAL CORP.
(Exact name of registrant as specified in its amended charter)
Delaware 0-20549 62-1681831
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408 USA
(Address of principal executive offices)
(561) 625-1411
Registrant's telephone number
China Premium Food Corporation
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(Former name or former address if changed since last report)
Item 5. Other Events
Sale of Unregistered Securities
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On February 21, 2002, the Company issued 50,000 shares of non-voting
Series J 8% Convertible Preferred stock, having a stated value of $10.00 per
Preferred J share, and common stock warrants to Mid-Am Capital, L.L.C.
("Mid-Am") for the aggregate purchase price of $500,000. Each preferred
share is convertible to 40 shares of the Company's common stock of at a per
common share conversion price of $0.25, representing 2,000,000 shares of
common stock underlying the preferred. The issued warrants entitle the
holder to purchase 33.33 shares of common stock for each share of Series J
Convertible Preferred stock issued at an exercise price of $0.30 per common
stock share, representing 1,666,667 shares of common stock underlying the
warrants. The warrants are exercisable for a five-year period. The February
21, 2003 closing market trading price was $0.23 per share. This private
offering was made to Mid-Am, an accredited investor, pursuant to Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933.
Mid-Am, a limited liability company headquartered in Kansas City,
Missouri, is a finance affiliate of Dairy Farmers of America, Inc. (DFA).
Mid-Am was formed to provide capital to and make equity investments in dairy
processing and bottling operations. DFA is a dairy marketing cooperative
founded January 1, 1998, by the consolidation of four regional dairy
marketing cooperatives. DFA markets and processes milk and dairy products on
behalf of its member-owners across the United States. DFA's member-owners
total more than 26,000, claiming 15,133 farms in 48 states coast-to-coast
and border-to-border. DFA producers marketed 45.6 billion pounds of milk (28
percent of the U.S. milk supply) in the year 2001. In 2001 DFA had sales of
$7.9 billion.
Public Conference Call
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On April 14, 2003, the Company conducted a public conference call to
announce and discuss the results contained in its Form 10-KSB for the year
2002, filed on that date. The following matters were discussed at that
conference call:
New Retail Outlets Added for Sales of the Company's Products Not Previously
Announced
Since year-end 2002, Bravo! Foods has added supermarket chains
representing a total of 2,281 new stores, including Ralph's on the West
Coast, HGB in Texas, C&S in Massachusetts, Food Emporium, Food Lion, Shaws
in New England, and Bruno's. The company also made its re-entry into 87
Wal-Mat super center stores in Florida on a trial basis.
Discontinued Retail Outlets
In March 2003, Winn-Dixie, a Southern US chain of 1,073 supermarket
stores, discontinued its sales of the Company's products. Ordering patterns
by Winn-Dixie were not consistent with production cycles for extended shelf
life dairy products, with the placement of numerous orders of minimal
quantities. These ordering patterns resulted in inefficient processing of
the Company's products and significant uneconomical shipment costs for the
Company. Attempts to combine the shipment of products ordered by Winn-Dixie
with other orders resulted in delivery delays and short stock availability
for Winn-Dixie. The Company's attempts to have Winn-Dixie change its
ordering patterns resulted in the discontinuance of the Company's product
with this chain. Owing to the economies of sales to Winn-Dixie, the loss of
this chain did not have a material impact on the Company's net margin.
In February 2003, 7-Eleven a convenience store chain that carried the
Company's products in 3,500 of its 5,300 stores for one order cycle,
discontinued its sales of the Company's aseptic Prisma products. Owing to
the non-traditional look presented by the Prisma aseptic packaging, the
Company believed that aggressive promotion at the store level was necessary
to
introduce and build consumer awareness of this unique product. The Company
was not successful in having 7-Eleven follow through on the necessary
promotions. Without these promotions, product sales were not sufficient to
maintain the Company's presence in this convenience store chain. Owing to
the short cycle of the Company's products in 7-Eleven stores, the loss of
this chain did not have a material impact on the Company's net margin.
Introduction of New Product In Florida
Publix Supermarkets has carried the Company's Looney Tunes(TM) Slammers
products in its 700 supermarket stores since March 2002. Commencing in
April 2003, Publix has agreed to carry three flavors of the Company's new
Slim Slammers low fat, vitamin fortified and no sugar added flavored milks.
The presence of Slim Slammers in Publix' stores will be in addition to the
Company's Slammers product line.
Management changes
John McCormack resigned from the Company at the end of February 2003.
Mr. McCormack was the Company's President and Chief Operating Officer for
the past two years, having responsibility for account maintenance and
operational matters. Mr. McCormack had been commuting from the Chicago area
during his tenure with Bravo!. He and his family have decided, however,
that his presence was needed full time in the Chicago area. Going forward,
the responsibilities for operations and account maintenance will be assumed
by a combination of Mr. Edwards, Managing Director of Sales, Dr. Patipa,
Manager of School and Vending Program, Mr. Tommy Kee, the Company's interim
comptroller and Mr. Tarmy, the former General Manager of the Company's China
operation. Mr. McCormack remains a director of the Company.
Nancy Yuan resigned February 2003. Ms.Yuan has been our Treasurer
since March 2001. Her tenure with Bravo! was limited in time by design and
she has moved back to Shanghai, China to be with her family. The Company's
financial matters are now the responsibility of Mr. Tommy Kee, the Company's
interim comptroller.
Jeff Tarmy joined our Florida staff February 3003. Mr. Tarmy served
as the General Manager of our wholly owned Chinese registered subsidiary in
Shanghai since January 2001. Prior to that time, he worked for Ketchum
Newscan Public Relations Ltd. in San Francisco with multinational clients to
develop and implement nationwide communication programs. In 1997, Mr. Tarmy
relocated to Ketchum's Shanghai, PRC office. He became responsible for
Ketchum's Beijing, Guangzhou and Shanghai operations, overseeing a staff of
50 professionals in six practice areas, including brand marketing, corporate
relations, food & nutrition, technology, workplace communication and
healthcare. By January 2000, he held the position of Vice President, China,
with Ketchum and had responsibility for business development, client
servicing, quality control and agency management. Mr. Tarmy will manage and
develop an effective marketing and public relations program for our North
America business and continue to assist management in our China and
U.S.operations.
Item 9.
See item 5.
Exhibits
Certificate of Designation for Series J Convertible Preferred Stock
filed with Form 8-K on October 2, 2002.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bravo! Foods International Corp.
Date: April 28, 2003 By: /s/ Roy G. Warren
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Roy G. Warren,
Chief Executive Officer