As filed with the Securities and Exchange Commission
on December 23, 2004 Reg. No. 33
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
BRAVO! FOODS INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 62-1681831
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408
(561) 625-1411
(Address of principal executive offices)
________________________________________________
COMMON STOCK COMPENSATION AGREEMENTS
________________________________
Roy G. Warren.
Chief Executive Officer
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408
(Name and address of agent for service)
(561) 625-1411
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed Amount of
to be registered Registered maximum maximum registration
offering price per Aggregate fee
share offering Price
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Common Stock 9,095,105 $0.19 $1,728,070 $218.95
(par value .001)
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Common Stock
underlying 150,000 $0.25 $ 37,500 $ 4.75
options
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Total $223.70
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Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average of the
bid and ask price of the Company's common stock existing at December 22,
2004.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents filed by Bravo! Foods International Corp.
(formerly China Premium Food Corporation) with the Securities and Exchange
are incorporated by reference herein:
(a) the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 2003 (Commission File No. 0-25039);
(b) all other reports filed by the Company pursuant to Section 13(a)
or Section 15 (d) of the Securities Exchange Act of 1934, as amended, since
December 31, 2001, through the date hereof;
(c) the Company's Form 10SB12G/A, file No. 000-25039 dated March 12,
1999, filed pursuant to Section 12 of the Exchange Act, in which there is
described the terms, rights and provisions applicable to the Company's
outstanding Common Stock;
(d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Roy D. Toulan, Jr., General Counsel to the Company is passing upon the
validity of the common stock being registered. Mr. Toulan owns 115,000
shares of the Company's common stock and will receive an additional 900,121
shares (100,000 of which have been previously reported, but not issued)
pursuant to this registration statement for non-fund raising legal services
rendered as an employee of the Company.
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Item 6. Indemnification of Directors and Officers
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The Company's Certificate of Incorporation provides that the Company "shall
be empowered to indemnify" to the full extent of its power to do so, all
directors and officers, pursuant to the applicable provisions of the
Delaware General Corporation Law. We anticipate that the Company will
indemnify its officers and directors to the full extent permitted by law.
Section 145 of the Delaware General Corporation Law provides in relevant
part as follows:
(1) A corporation shall have power to indemnify any person who was
or is 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 (other than an action by or
in the right of the corporation) by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or on a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(2) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim,
issue, or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty
to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine on application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem
proper.
(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in 1) or (2) of this
subsection, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(4) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in
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his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased
to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
Insofar as indemnification by the Company for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Company pursuant to the foregoing provisions or otherwise, we are aware
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed - Not applicable.
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Item 8. Exhibits - Index
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Exhibit
No. Description
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5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
23.1 Consent of Independent Public Accountants
Consent of Counsel (included as part of Exhibit 5.1)
Exhibit Common
No. Description Employee / Consultant Shares
------- ----------- --------------------- ------
99.1 Secretary's Certificate of Vote of
Board of Directors (issue common
for options) Arthur W. Blanding - Director 170,000
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Robert J. Cummings - Director 255,000
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Paul Downes - Director 205,000
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Michael Edwards - VP 600,000
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Stanley A. Hirschman - Director 100,000
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Tommy E. Kee - CFO (1) 300,000
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John J. McCormack - Director 205,000
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Benjamin Patipa - VP 300,000
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Phillip Pearce - Director 205,000
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Roy D. Toulan, Jr. VP-
General Counsel (2) 300,000
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Roy Warren - CEO, Director (3) 2,755,000
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99.2 Secretary's Certificate of Vote of
Board of Directors (issue common
in lieu of 10% of salary) Roy Warren - CEO 291,282
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Tommy E. Kee - CFO 87,385
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Roy D. Toulan, Jr. VP-
General Counsel 196,615
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Michael Edwards - VP 149,282
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Benjamin Patipa - VP 87,385
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Bryce Boynton 29,128
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Nicole Warren 21,486
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99.3 Employment Contract (2) Roy D. Toulan, Jr. VP-
General Counsel (4) 100,000
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99.4 Employment Contract Michael Edwards - VP (5) 116,189
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99.5 Secretary's Certificate of Vote of
Board of Directors (issue common
in lieu of cash - consultants and
non-fund raising service providers) Joseph Zappulla - public relations 111,111
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Stanley Harris - marketing 75,227
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David Uhlman - operations 40,000
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Timothy Preuniger - operations 50,000
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Roy D. Toulan, Jr. - legal 303,506
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Marc J. Ross - legal 250,000
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99.6 Secretary's Certificate of Vote of Options for
Board of Directors (issue common 150,000
in lieu of cash - consultants) Tim Ransom shares @
$0.25/share
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99.7 Consultant Agreements Knightsbridge Capital, LLC, alter
ego for Robert Press, financial
advisor; corporate planning 250,000
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99.8 Black Dog Communications Group,
Inc., alter ego for Shep Doniger,
public relations 41,509
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99.9 Geoffrey Eiten, strategic planning 1,500,000
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Employment Agreement filed as Exhibit 99.2 with Company's 2003 Form
10KSB
Employment Agreement filed as Exhibit 99.3 with Company's 2003 Form
10KSB
Of amount stated, 255,000 are shares issued for services as a director
and 2,500,000 shares pursuant to an Employment Agreement filed as
Exhibit 99.1 with Company's 2003 Form 10KSB
Employment Agreement filed as Exhibit 99.2 with Company's 2003 Form
10KSB; these common shares have been previously reported but not
issued.
Employment Agreement filed as Exhibit 4 1 (g) with Company's September
30, 2002 Form S-8
Item 9. Undertakings
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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 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraph (1)(i) and
(I)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraph is contained
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in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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 mean of a post-effective
amendment any of the securities being registered hereunder that remain
unsold at the termination of the offering.
(4) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Securities and Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described
provisions or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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
Company 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 whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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 a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in North Palm Beach, State of Florida on December 22, 2004.
Bravo! Foods International Corp.:
By /s/ Roy G. Warren
---------------------------------------
Roy G. Warren, Chief Executive Officer,
Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated have signed
this Registration Statement below.
Signature Title Date
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s/ Roy G. Warren Chief Executive Officer December 22, 2004
---------------- and Director
Roy G. Warren
/s/ Tommy E. Kee Chief Financial Officer December 22, 2004
----------------
Tommy E. Kee
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