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): September 25, 2006
BRAVO! FOODS INTERNATIONAL CORP.
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Exact name of registrant as specified in its amended charter)
DELAWARE 0-20539 62-1681831
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
11300 US Highway 1, Suite 202, North Palm Beach, Florida 33408 USA
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(Address of Principal Executive Offices with Zip Code)
Registrant's telephone number, including area code: (561) 625-1411
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1.01 - Entry into a Material Definitive Agreement
Bravo! Foods International Corp. has signed a six-year contract production
agreement, effective September 19, 2006, with HP Hood LLC of Chelsea,
Massachusetts. HP Hood is one of only three dairy processors in the United
States that has approval of the United States Food and Drug Administration to
produce aseptic shelf stable milk in bottles. Bravo! has contracted with Hood
for the production of Bravo!'s products through 2012. HP Hood will produce
Bravo!'s products in Hood's Winchester, Virginia plant.
Under the terms of the agreement, the parties have agreed to annual volume
commitments of 70 million bottles of Bravo!'s various lines of shelf-stable,
single-serve flavored milk beverages. Production is expected to commence in
October 2006 and ramp up quickly. The first shipment of approximately 3.8
million bottles is anticipated for November 2006, with full volume shipments of
70 million forecast for 2007. The agreement incorporates per unit monetary
penalties for unused capacity by Bravo!.
Either party may be terminate the agreement for a material breach, insolvency
or bankruptcy and Bravo! may terminate for the HP Hood's cessation of the
production of Bravo!'s products for any period of time not in the ordinary
course of business. HP Hood may terminate the agreement at any time after the
commencement of production upon 365 days notice to Bravo!.
In connection with the agreement, Bravo! has issued a six year warrant to HP
Hood for the purchase of 5,870,000 shares of Bravo!'s common stock at an
exercise price of $0.73 per share. Bravo! has the right to call the exercise of
the warrant at any time on or after the initial 36 months of the agreement,
provided that the call notice is given within 10 days after the closing price
of Bravo!'s common stock is not less than $1.46 per share for 20 consecutive
days.
Section 1.01 -Exhibits
10.1 Bravo! - HP Hood Contract Packaging Agreement
99.1 Press Release
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: September 29, 2006 By: /s/ Roy D. Toulan, Jr.
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Roy D. Toulan, Jr.,
Vice President, General Counsel