UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 6, 2007
GLOBAL BEVERAGE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-28027 90-0093439
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
2 S. UNIVERSITY DR., SUITE 220
PLANTATION, FL 33324
(Address of principal executive offices, including zip code)
(954) 473-0850
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 6, 2007, Global Beverage Solutions, Inc. ("GLOBAL BEVERAGE") entered
into a Note Purchase Agreement (the "AGREEMENT") with a certain accredited
investor (the "INVESTOR") for the private placement of a convertible promissory
note (the "Note") in the principal amount of $259,202 for a purchase price of
$233,450. The maturity date on the Note is August 31, 2008. If and when Global
Beverage withdraws its election to be regulated as a business development
company under the Investment Company Act of 1940 (the "1940 Act"), the Note will
be convertible, at the option of the Investor, into a number of shares of Global
Beverage's common stock as determined in accordance with a formula set forth in
the Agreement.
In connection with the Agreement, Global Beverage entered into a letter
agreement (the "Letter Agreement") with Palladium Capital Advisors, LLC as
placement agent (the "Placement Agent"), pursuant to which Global Beverage
agreed to pay the Placement Agent for its services (a) a cash fee of $33,333 as
soon as practicable after the consummation of the transaction contemplated by
the Agreement and (b) a fee of $16,667, which is payable within 120 days of the
date of the Agreement either in cash or, if and when Global Beverage withdraws
its election to be regulated as a business development company under the 1940
Act, through the issuance of shares of Global Beverage's common stock.
Global Beverage and the Investor also entered into a Registration Rights
Agreement pursuant to which Global Beverage has agreed to provide certain
registration rights with respect to shares of its common stock issuable upon the
Lender's election to exercise the conversion right contained in the Note.
Copies of the Agreement, the Note, the Letter Agreement and the Registration
Rights Agreement (collectively, the "TRANSACTION DOCUMENTS") are filed as
exhibits to this report and are incorporated into this report by reference. The
description set forth above is qualified in its entirety by reference to the
Transaction Documents.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information contained in Item 1.01 is incorporated herein by reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
See Section 1.01 with respect to the shares of common stock of the Company that
may be issued upon the conversion of the Note. The offer and sale of such shares
is exempt from registration pursuant to Section 4(2) of the Securities Act of
1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
----------- ----------------------------------------------------------
10.1 Note Purchase Agreement dated July 6, 2007
10.2 Form of Convertible Note
10.3 Registration Rights Agreement dated July 6, 2007
10.4 Letter Agreement, dated July 6, 2007, by and between
Global Beverage Solutions, Inc. and Palladium Capital
Advisors, LLC
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.
GLOBAL BEVERAGE SOLUTIONS, INC.
By: /s/ Jerry Pearring
---------------------------------
Jerry Pearring
Chief Executive Officer
Date: July 6, 2007