Reed's Inc. Announces Record Date for Rights Offering
05 Novembre 2009 - 6:10PM
Marketwired
Reed's Inc. (NASDAQ: REED), maker of the top-selling sodas in
natural food stores nationwide, announced today that the Company
has set the close of trading on the NASDAQ Exchange on November 13,
2009 as the record date for its previously announced rights
offering of Series B Convertible Preferred Stock.
Under the terms of the rights offering, the Company will
distribute at no charge to the holders of its common stock as of
the record date transferable rights to purchase up to an aggregate
of 225,000 shares of Series B Convertible Preferred Stock ("Series
B Preferred") convertible into 1,125,000 shares of common stock.
The last day to buy stock of Reed's in order to receive the rights
is November 10, 2009. In the rights offering, the Company will
distribute to each such holder one transferable right for every
share of common stock owned on the record date. During the
subscription period, the transferable rights shall be traded on the
NASDAQ Exchange (NASDAQ: REEDR). Each four (4) rights will entitle
the holder to purchase one share of Series B Preferred at the
subscription price of $10.00 per share. Each share of Series B
Preferred carries a five percent (5%) annual dividend for a term of
three (3) years, will have an initial stated value of $10.00 per
share, and may be convertible into shares of common stock at a
conversion ratio of five (5) shares of common stock for each share
of Series B Preferred held at the time of conversion, representing
an initial conversion price of $2.00 per share, which is subject to
adjustment. Rights holders who fully exercise their rights will be
entitled to subscribe, subject to certain limitations and subject
to allotment, for additional shares that remain unsubscribed as a
result of any unexercised rights in an amount equal to up to 400%
of the shares of Series B Preferred for which such subscriber was
otherwise entitled to subscribe. Shares of Series B Preferred that
remain unsubscribed at the expiration of the rights offering will
be reoffered to the public at $10.00 per share. Consummation of the
rights offering is subject to customary closing conditions.
The Company anticipates the following important dates for the
rights offering. These dates are subject to change, and you should
review the prospectus to determine the actual dates related to the
rights offering.
Important Dates
Last Day to Buy Stock and Receive Rights November 10, 2009(1)
Shares Trade Ex-Rights November 11, 2009
Record Date November 13, 2009
Subscription Period From November 16, 2009 to
December 14, 2009(2)
Rights Eligible for Trading November 17, 2009
Last Day Rights May Be Traded December 09, 2009(2)
Expiration Date December 14, 2009(2)
(1) Assumes three day settlement.
(2) Unless the offering is extended.
A registration statement related to these securities has been
filed with the Securities and Exchange Commission and has become
effective. As soon as practicable, the Company expects to mail to
holders of common stock as of the close of business on the record
date a prospectus for the rights offering accompanied by a
subscription rights exercise notice and related information for
exercising the rights.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. The
securities may only be offered by means of a prospectus, additional
copies of which may be obtained, when available, by contacting the
information agent, MacKenzie Partners, Inc., at 105 Madison Avenue,
New York, NY 10016, toll-free: (800) 322-2885, collect: (212)
929-5500.
Reed's, Inc.
Reed's, Inc. makes the top selling sodas in natural food markets
nationwide and is currently selling in 10,500 supermarkets in
natural foods and mainstream. Its six award-winning non-alcoholic
Ginger Brews are unique in the beverage industry, being brewed, not
manufactured and using fresh ginger, spices and fruits in a brewing
process that predates commercial soft drinks. In addition, the
Company owns the top selling root beer line in natural foods, the
Virgil's Root Beer product line, and the top selling cola line in
natural foods, the China Cola product line. Other product lines
include: Reed's Ginger Candies and Reed's Ginger Ice Creams.
Reed's products are sold through specialty gourmet and natural
food stores, mainstream supermarket chains, retail stores and
restaurants nationwide, and in Canada. For more information about
Reed's, please visit the company's website at:
http://www.reedsgingerbrew.com or call 800-99-REEDS.
SAFE HARBOR STATEMENT
Some portions of this press release, particularly those
describing Reed's goals and strategies, contain "forward-looking
statements." These forward-looking statements can generally be
identified as such because the context of the statement will
include words, such as "expects," "should," "believes,"
"anticipates" or words of similar import. Similarly, statements
that describe future plans, objectives or goals are also
forward-looking statements. While Reed's is working to achieve
those goals and strategies, actual results could differ materially
from those projected in the forward-looking statements as a result
of a number of risks and uncertainties. These risks and
uncertainties include difficulty in marketing its products and
services, maintaining and protecting brand recognition, the need
for significant capital, dependence on third party distributors,
dependence on third party brewers, increasing costs of fuel and
freight, protection of intellectual property, competition and other
factors, any of which could have an adverse effect on the business
plans of Reed's, its reputation in the industry or its expected
financial return from operations and results of operations. In
light of significant risks and uncertainties inherent in
forward-looking statements included herein, the inclusion of such
statements should not be regarded as a representation by Reed's
that they will achieve such forward-looking statements. For further
details and a discussion of these and other risks and
uncertainties, please see our most recent reports on Form 10-K and
Form 10-Q, as filed with the Securities and Exchange Commission, as
they may be amended from time to time. Reed's undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise.
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Andrew Haag Managing Partner IRTH Communications, LLC
1-866-976-IRTH (4784)
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