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): July 13, 2005
BRAVO! FOODS INTERNATIONAL CORP.
(Exact name of registrant as specified in its amended charter)
Delaware 0-20539 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
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(Former name or former address if changed since last report)
Item 7.01 Regulation FD
Item 8.01 Other Events
On July 13, 2005, Coca-Cola Enterprises, Inc. acquired options to purchase
shares of common stock, convertible securities and warrants, entitling
Coca-Cola Enterprises to purchase approximately 69,000,000 shares of common
stock from 12 shareholders of Bravo! Foods International Corp. (the
"Options"). The common stock and other securities underlying the Options
represent approximately 23% of the authorized shares of the Company's common
stock.
In connection with the grant of the Options, the Company and Coca-Cola
Enterprises are negotiating a master distribution agreement for the sale of
Bravo! Foods' products in the United States and its possessions, and
internationally in Canada, Belgium, France, Great Britain, Luxembourg, Monaco
and the Netherlands. The exercise of the Options by Coca-Cola
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Enterprises is contingent on the completion of due diligence and the
execution of a mutually satisfactory definitive master distribution
agreement.
Coca-Cola Enterprises has the right to acquire the Company's common stock
pursuant to the Options from the entities granting the Options for $0.36 per
share. None of the entities granting the Options are affiliates of Bravo!
Foods. In addition, Coca-Cola Enterprises and Bravo! Foods have commenced
negotiations regarding a stock purchase agreement for the direct sale of
approximately 81 million shares of Bravo! Foods' common stock to Coca-Cola
Enterprises. With such a direct purchase of common stock from Bravo! Foods,
together with the shares of common stock purchasable upon the exercise of the
Options, Coca-Cola Enterprises will hold slightly in excess of 50% of the
Company's equity on a fully diluted basis. The Company's Board of Directors
has formed an independent Committee of the Board to assist in the
negotiations with Coca-Cola Enterprises, and has authorized the Committee to
retain an independent banker to evaluate the fairness of the transaction.
The transaction is contingent upon the execution of a distribution agreement,
a stock purchase agreement and receipt of an appropriate fairness opinion as
to the transaction.
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: July 14, 2005 By: /s/ Roy D. Toulan, Jr.
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Roy D. Toulan, Jr.,
Vice President, General Counsel
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