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): June 4, 2007
BRAVO!
BRANDS INC.
(Exact
name of registrant as specified in its amended charter)
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Delaware
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0-20539
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62-1681831
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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11300
US
Highway 1, Suite 400
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
5.01
Director
Resignation
On
June
4, 2007, the Company’s Board of Directors accepted Mr. Roy G. Warren’s
resignation as a director of the Company’s Board of Directors. Mr. Warren’s
resignation was effective immediately. Mr. Warren, who served as a director
of
the Company since 1997, resigned to avoid a potential conflict between his
planned future activities and his position as a director of the Company.
On May
21, 2007, Mr. Warren informed the Company’s Board of Directors that he was
forming an organization with the intention to develop and sell branded
beverages. Mr. Warren further informed the Board that, to the extent that
his
future efforts may include milk and milk-based beverages, his organization
would
be competitive with the Company’s business.
New
Officers
On
June
6, 2007, the Board of Directors, by unanimous consent in lieu of a special
meeting, took the following actions:
•
Restated the action taken by the directors at an Executive Session of a Special
Meeting of the Board of Directors held on April 30, 2007, to elect Benjamin
Patipa President of the Corporation, pursuant to Article IV, Section 402
of the
Restated Bylaws of the Corporation, to hold such office until his successor
has
been elected and qualified or otherwise as provided in Section 4.02.
Dr.
Patipa is a pediatrician with over fifteen years of experience in directing
operations, marketing, sales and facilitating growth in both public and private
companies. In 1987, Dr. Patipa founded and served as the chairman and CEO
of
Weight For Me, Inc., a company that developed a proprietary program which
pioneered the delivery of weight control and nutrition services to the over
12
million obese children and adolescents in America. Dr. Patipa also served
at
HEARx Ltd. as a member of the Executive Operating Committee and Sonus USA,
Inc.,
where he led the company’s franchise licensing and buying group business in the
Southeast United States. Most recently, Dr. Patipa served as Senior Vice
President and Operational Head of eHDL/HealthNet Data Link, Inc., a national
electronic healthcare information company. Dr. Patipa has been the Company’s
Chief Operating Officer since 2004.
•
Restated the action taken by the directors at an Executive Session of a Special
Meeting of the Board of Directors held on January 17, 2007, to elect Jeffrey
Kaplan Executive Vice President of the Corporation, pursuant to Article IV,
Section 402 of the Restated Bylaws of the Corporation, to hold office until
his
successor has been elected and qualified or otherwise as provided in Section
4.02, to be effective February 1, 2007.
Mr.
Kaplan joined the Company in October 2005 as Chief Financial Officer. Mr.
Kaplan
served as Executive Vice President and Chief Financial Officer of BIB Holdings,
Ltd. and then its private company spin-off, Elk Canyon Ltd., designers of
jeanswear and loungewear, from October 2003 to September 2005. He served
as
Executive Vice President of Business Affairs of Viewpoint Corporation, a
graphics software company, from November 2001 to September 2003 and its
Executive Vice President and Chief Financial Officer from February 2001 to
October 2001. Mr. Kaplan served as Executive Vice President and Chief Financial
Officer of Rare Medium Group Inc., an IT professional services company, from
October 1999 to February 2001.
•
Elected Roy D. Toulan, Jr. Senior Vice President of the Corporation Pursuant
to
Article IV, Section 402 of the Restated Bylaws of the Corporation, to hold
office until his successor has been elected and qualified or otherwise as
provided in Section 4.02.
Mr.
Toulan became General Counsel for the Company in October 2002, when he left
his
private legal practice in Boston, and Vice President, Secretary in January
2003.
Before joining the Company full time, Mr. Toulan spent the last 18 years
of his
private practice in Boston, Massachusetts, engaged in general corporate and
securities law helping companies with corporate structure and funding, both
domestically and internationally. Mr. Toulan also serves as a director of
the
Company’s wholly owned U.K. subsidiary, Bravo! Brands (UK) Ltd.
Item
8.01
On
June
4, 2007, the Company’s Board of Directors adopted a resolution to amend Article
III, Section 3.02 of the Company’s Restated Bylaws to include the following
provision:
“Directors
of the Corporation shall have the affirmative fiduciary duty of due care
and
duty of loyalty to the Corporation, and shall not engage in any activities
that
are in conflict with, or may have the potential to constitute a conflict
with,
that affirmative fiduciary duty. If any existing director or nominee fails
to
meet this affirmative fiduciary duty standard or engages in any activities
that
are in conflict with, or may have the potential to constitute a conflict
with,
that affirmative fiduciary duty, such existing director or nominee shall
be
disqualified from serving on or being elected to the Board of Directors of
the
Corporation.”
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Item
9.01
Exhibits
None
Signature
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! Brand Inc. | ||
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| Date: June 6, 2007 | By: |  |
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Roy D. Toulan, Jr. |
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| Senior Vice President, General Counsel | ||
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