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SMALL BUSINESS
Reed's Inc. Announces Record Date for Rights Offering
Source Capital Group, Inc. to Act as Dealer Manager
Market Wire
LOS ANGELES, CA -- (Marketwire) -- 11/05/09 -- 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.
Andrew Haag
Managing Partner
IRTH Communications, LLC
1-866-976-IRTH (4784)
Managing Partner
IRTH Communications, LLC
1-866-976-IRTH (4784)
MARKET WIRE
2009-11-05 12:10:40
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