-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JrxA5eejpJRn7Sdacpgco3qj1HSQBl8Xameakm6oFkshglGWnul1xFcBt/aL8xk/ cvgyhhscy4pWh0WS8PQYIg== 0000910647-04-000105.txt : 20040218 0000910647-04-000105.hdr.sgml : 20040218 20040218124057 ACCESSION NUMBER: 0000910647-04-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040211 ITEM INFORMATION: Other events ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRAVO FOODS INTERNATIONAL CORP CENTRAL INDEX KEY: 0001061029 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 621681831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25039 FILM NUMBER: 04612444 BUSINESS ADDRESS: STREET 1: 11300 US HIGHWAY 1 SUITE 202 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5616251411 MAIL ADDRESS: STREET 1: 11300 US HIGHWAY 1 SUITE 202 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 FORMER COMPANY: FORMER CONFORMED NAME: CHINA PREMIUM FOOD CORP DATE OF NAME CHANGE: 20000303 FORMER COMPANY: FORMER CONFORMED NAME: CHINA PEREGRINE FOOD CORP DATE OF NAME CHANGE: 19981104 8-K 1 brav-8k1.txt BODY OF FORM 8-K 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 11, 2004 BRAVO! FOODS INTERNATIONAL CORP. (Exact name of registrant as specified in its amended charter) Delaware 0-20549 62-1681831 - ------------------------------- ------------ ------------------- (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 - ---------------------------------------------------------------------------- (Former name or former address if changed since last report) Item 5. Other Events and Regulation FD Disclosure License to Use Intellectual Property of Marvel Enterprises, Inc. - ---------------------------------------------------------------- On February 11, 2003, the Company received a fully executed license agreement with Marvel Enterprises, Inc. to use Marvel's Super Heroes(R) intellectual property to promote the Company's branded milk products in the United States and internationally. The license with Marvel gives the Company the exclusive right to use Marvel's characters such as Spider- Man(TM), Wolverine(TM), the Incredible Hulk(TM), Daredevil(TM) and Captain America(TM) on aseptic flavored milk drinks. The material terms of the license are as follows: * The license has an effective date of January 1, 2004 * The characters licensed for use with flavored UHT milk based beverages consist of the following groups: Spider-Man, Peter Parker, Aunt May, Mary Jane Watson Parker, J. Jonah Jameson, Green Goblin, Venom, Black Cat, Kraven the Hunter. Beast, Colossus, Cyclops, Gambit, Archangel, Jean Grey, Professor X, Psylocke, Rogue, Storm, Wolverine, Iceman, Bishop and Cable, Juggernaut, Magneto, Sabretooth, Sentinels, Blob, Apocalypse, Mystique and Toad. Mr. Fantastic, The Thing, The Human Torch, The Invisible Woman, Dr. Doom and Mole Man. The Incredible Hulk, Abomination, The Leader. Captain America, Iron Man Daredevil, Elektra and Kingpin. Spider-Man and Friends (for kids), including: Spider-Man, Spider-Girl, Storm, Wolverine, Hulk and Captain America * The license has a term of one year, renewable upon meeting performance threshold * Payment for license in form of royalty based upon wholesale sales in US and sales of "kits" to third party dairy processors in international markets. Kits consist of production rights to manufacture, sell and promote the Company's products, plus proprietary flavor ingredients with vitamins included. * The Company is obligated to pay a minimum royalty guaranty payable in full by March 1, 2004 * The initial territorial scope of license includes the United States and its territories Saudi Arabia, Kuwait; Bahrain; Qatar; Oman; United Arab Emirates; Lebanon; Egypt; Jordan and Syria. * The Company has a right of first negotiation for additional foreign countries * Marvel has agreed to assist Bravo! in promotion and marketing of finished products in exchange for 750,000 shares of the Company's common stock (restricted) and warrants for a like number of common shares (restricted) priced at $0.10 per share for one year and $0.14 per share for a second warrant exercise year. Transition Away from Warner Bros. License Relationships - ------------------------------------------------------- As of the end of the third calendar quarter 2003, the Company held five licenses for Looney Tunes(TM) characters and names from Warner Bros. Each license was structured to provide for the payment of guaranteed royalty payments to Warner Bros., which the Company accounts as debt and the licensing rights as assets. The following is a summary of expiration dates and guaranteed royalty payments due to Warner Bros. as of September 30, 2003:
Amount Expiration License Guaranty Balance Due Past Due Date - --------------------------------------------------------------------- U.S. License $500,000 $ - $ - 12/31/03 U.S. TAZ $250,000 $ - $ - N/A China $400,000 $147,115 $147,115 06/30/03 Mexico $145,000 $ $ 05/31/04 Canada $ 32,720 $ - $ - 03/31/04
The China license had been extended to October 29, 2003 by agreement of the parties and, as announced in our Form 10QSB for the period ended September 30, 2003, the Company did not seek another license from Warner Bros. for China. This decision was based upon the lack of sales in the Company's China markets and what the Company perceives to be the licensor's continuing overall lack of brand support in China. The Company and Warner Bros. dispute the contractual necessity of the payment of the balance owed on the China license as a result of the above circumstances. Similarly, the history of the Company with Warner Bros. licenses, as a function of sales of the flavored milks, has not supported the guaranteed royalty structure required by Warner Bros. for its licenses. In the third quarter 2002, the Company decided to develop the Slammers(R) brand, with the prospect of creating its own independent brand, which could be combined with other third party "promotional" type licensed properties. The Company officially launched a dual branded Slammers(R) and Looney Tunes(TM) product in the first quarter 2003. In October 2003, the Company introduced its own non-Looney Tunes(TM) Slammers(R) product, and has announced the execution of a third party license with Marvel Enterprises, Inc. Based upon the above- mentioned performance analysis, the Company has decided not to renew its Warner Bros. license for the United States. The Company currently is in a transitional sell off period under the original US Warner Bros license, while it anticipates the launch of its Marvel line of branded products in the second quarter 2004. Intention to Close the China Operation. - --------------------------------------- Based in large part on the failure of the Warner Bros. characters to enjoy effective countrywide promotion, the decision not to seek another China license and the difficulty in penetrating a market not accustomed to premium branded food products, without the backing of significant entry resources, the Company has decided to cease its current business operations in China, commencing in the current quarter 2004. The Company will maintain the existence of China Premium Food (Shanghai) Co. Ltd., its wholly owned Chinese formed and registered subsidiary, to wind up the subsidiary's current affairs and to explore the possibility of other business opportunities in China. Personnel in the United States, however, will manage the affairs of this Chinese subsidiary. The Company has yet to determine the size of the reserve or the charges it will take in connection with the closure of this business. Special Meeting of Shareholders. - -------------------------------- On February 12, 2004, the Company held a special meeting of shareholders to vote on a proposal to increase the Company's authorized shares of common stock from 50,000,000 to 300,00,000, and to ratify financing transactions requiring potential stock issuances in excess of the pre meeting authorized capital stock. In November 2003, the Company discovered that it could potentially exceed its authorized shares of common stock. This discovery was made upon the recalculation by the Company of its equity and equity equivalents using a non "treasury method" calculation, which considered all equity equivalents, irrespective of whether the exercise or conversion prices of such equivalents were above the then current public trading prices of the Company's common stock. Upon discovery of this situation, the Company took affirmative steps to correct the deficiency. Such steps included (i) ceasing to issue any new common shares, (ii) conducting a complete review of all securities of the Company currently outstanding, (iii) proceeding to seek shareholder approval to increase the number of authorized shares so as to provide the shares that may potentially be required to be issued should the holders of the Company's options, warrants, convertible notes, preferred stock and other convertible securities elect to exercise and/or convert such securities into common stock, (iv) proceeding to seek shareholder ratification of the issuances of securities that may cause the Company to exceed its authorized share limit, (v) instituting controls and procedures to prevent the issuance of securities in excess of its authorized capitalization and (vi) appointing an individual responsible for ensuring that the Company does not issue securities in excess of its capitalization in the future. At the February 12, 2004 special meeting, 65.4% of the holders of the Company's outstanding common stock voted to increase the Company's authorized shares of common stock from 50,000,000 to 300,00,000, and to ratify financing transactions requiring potential stock issuances in excess of the pre meeting authorized capital stock. Item 9. See item 5. Exhibits 3.1 Certificate of Amendment to Articles of Incorporation 99.1 Press Release Re: Marvel License Agreement 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: February 17, 2004 By: /s/ Roy G. Warren ----------------------------------- Roy G. Warren, Chief Executive Officer EX-3 3 bra8k131.txt EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF BRAVO! FOODS INTERNATIONAL CORP. The undersigned, being the Chief Executive Officer of BRAVO! FOODS INTERNATIONAL CORP., a corporation existing under the laws of the State of Delaware, does hereby certify under the seal of the said corporation as follows: 1. The name of the Corporation (hereinafter referred to as the "Corporation") is BRAVO! FOODS INTERNATIONAL CORP. 2. The certificate of incorporation of the Corporation is hereby amended by replacing Article Fourth, in its entirety, with the following: "FOURTH: (a) The Corporation is authorized to issue two classes of stock. One class of stock shall be Common Stock, par value $0.001. The second class of stock shall be Preferred Stock, par value $0.001. The Preferred Stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors. The total number of shares of stock of each class which the Corporation shall have authority to issue and the par value of each share of each class of stock are as follows:
Class Par Value Authorized Shares ----- --------- ----------------- Common $0.001 300,000,000 Preferred $0.001 5,000,000 ----------- Total: 305,000,000"
3. The amendment of the certificate of incorporation herein certified has been duly adopted by the unanimous written consent of the Corporation's Board of Directors and stockholders holding a majority of the outstanding shares of common stock of the Corporation in accordance with the provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto affixed and this Certificate of Amendment of the Corporation's Certificate of Incorporation, as amended, to be signed by Roy G. Warren, its CEO, this 12th day of February, 2004. BRAVO! FOODS INTERNATIONAL CORP. By: /s/ Roy G. Warren ------------------------------------- Roy G. Warren, Chief Executive Officer EX-99 4 brak1991.txt EXHIBIT 99.1 Exhibit 99.1 Bravo! Foods To License Marvel Brands for Its Slammers(R) Milk Products Wednesday February 11, 2004 8:33 am ET Marvel Super Heroes(R) Spider-Man(TM), The Incredible Hulk(TM) and X-men(TM) to Promote Slammers(R) 'Vitamin Fortified' Flavored Milk NORTH PALM BEACH, Fla., Feb. 11 /PRNewswire-FirstCall/ -- Bravo! Foods International ("Bravo") (OTC Bulletin Board: BRVO - News), a brand development and marketing company that manufactures, promotes and distributes vitamin- fortified, flavored milks, today announced that it has entered into a license agreement with Marvel Enterprises, Inc. to use its world-famous Super Heroes(R) to promote its branded milk products. Marvel, one of the world's most prominent character-based entertainment companies, owns popular characters such as Spider-Man(TM), Wolverine(TM), the Incredible Hulk(TM), Daredevil(TM) and Captain America(TM). Under the terms of the license agreement, Bravo will have the right to use certain Marvel Super Heroes for the packaging and promotion of its flavored milk products in the United States (including its territories), plus certain international regions for a one-year (renewable) term. As part of the new promotion, Bravo! will enhance its already vitamin enriched milk by incorporating the particular attributes associated with each Marvel Super Hero in its product. For example, Bravo! will add Omega 3, vitamin E and Choline to its Spider-Man Slammers Chocolate Web shake to promote "brain power," an attribute long associated with the popular web- slinger. Similarly, Bravo's Captain America vanilla shake will contain blue vanilla to coordinate with the package's red, white and blue patriotic colors. The beverage will also include 20 percent of the recommended daily allowance of 10 essential vitamins as a "super serum" to reflect Captain America's superior athletic ability. Mike Edwards, Bravo's executive vice president of sales, commented, "Marvel has done an exemplary job of building high brand awareness of its diversified character portfolio. The huge box office successes of 'Spider- Man,' 'The X-Men,' 'The Hulk' and 'Daredevil' motion pictures have fueled an even stronger following in the demographic group that Bravo is targeting. Our affiliation with Marvel's Super Heroes should significantly enhance our product exposure to a wider group of consumers." Russell Brown, executive vice president of Marvel's Consumer Products Group added, "Marvel has developed itself into one of the world's most recognized name brands with a loyal consumer base, making us a very attractive and effective promotional partner." Brown concluded, "Bravo's ability to customize this line of beverages to reflect the attributes of our characters was extremely enticing." About Bravo! Foods Bravo! Foods International Corp. licenses, markets, distributes and sells flavored milk products throughout the fifty U.S. States, Puerto Rico, the U.S. Virgin Islands, Canada, China and Mexico. The milk is available in the U.S. through production agreements with milk processors. It is currently available in four flavors under the brand name Slammers Fortified Reduced Fat Milk. and can be purchased in retail outlets in all fifty U.S. states and is also internationally available in Canada, China and Mexico. For additional information visit http://www.bravobrands.com. About Marvel Enterprises Marvel Enterprises, Inc. is a leading global character-based entertainment licensing company that has developed and owns a library of over 4,700 characters which have entertained generations around the world for over 60 years. Marvel's operations are focused in entertainment and consumer product licensing and comic book publishing. Marvel's creative teams at its Marvel Studios, Marvel Comics and Toy Biz divisions support the development of feature films (and DVD/video), video games, TV series and toy lines based on its characters. Marvel also licenses its characters for use in a broad and growing range of consumer products and services including apparel, collectibles, food and promotions. Marvel Comics is a leading global comics publisher and an invaluable source of intellectual property; Marvel Studios works with studios to develop feature film and entertainment projects; and Toy Biz is a recognized leader in toy design, sales and marketing that develops and oversees both licensee and in-house toy lines. For additional information visit http://www.marvel.com. Safe Harbor under the Private Securities Litigation Reform Act of 1995: The statements which are not historical facts contained in this press release are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, regulatory approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties as may be detailed in the Company's filings with the Securities and Exchange Commission. MARVEL, Spider-Man, X-Men, the Incredible Hulk, Daredevil, Captain America and all related Marvel characters are (C) and trademarks of Marvel Characters, Inc., and are used with permission. Copyright (C) 2004 Marvel Characters, Inc. All rights reserved. www.marvel.com. Super Hero(es) is a co-owned registered trademark. -----END PRIVACY-ENHANCED MESSAGE-----