Attached files
| file | filename |
|---|---|
| 8-K - Castle Brands Inc | v225433_8k.htm |
| EX-3.1 - Castle Brands Inc | v225433_ex3-1.htm |
| EX-4.2 - Castle Brands Inc | v225433_ex4-2.htm |
| EX-4.1 - Castle Brands Inc | v225433_ex4-1.htm |
| EX-10.4 - Castle Brands Inc | v225433_ex10-4.htm |
| EX-10.2 - Castle Brands Inc | v225433_ex10-2.htm |
| EX-10.1 - Castle Brands Inc | v225433_ex10-1.htm |
| EX-10.5 - Castle Brands Inc | v225433_ex10-5.htm |
| EX-10.3 - Castle Brands Inc | v225433_ex10-3.htm |
Castle Brands Announces $7.0 Million Private Placement
NEW YORK, NY — (BUSINESS WIRE) — June 9, 2011 — Castle Brands Inc. (NYSE Amex: ROX), a developer and international marketer of premium branded spirits and fine wine, today announced that it has entered into definitive agreements to issue an aggregate of approximately $7.0 million of the Company’s 10% Series A Convertible Preferred Stock, stated value $1,000 per share, in a series of private placement transactions.
Richard J. Lampen, President and Chief Executive Officer of Castle Brands, said, “This is an important transaction for Castle Brands. The additional capital enhances our ability to attract new brands, further strengthens our relationship with distributors and enables us to maintain our path to profitability. The debt conversion also should better position Castle Brands to access traditional third party working capital financing.”
Under the terms of the transactions, the Company will issue approximately $2.2 million of Series A Preferred Stock for its stated value and warrants to purchase an aggregate of approximately 3.6 million shares of the Company’s common stock, to third-party purchasers on or about June 13, 2011. The Company will issue approximately $4.8 million of additional Series A Preferred Stock for its stated value and warrants to purchase an aggregate of approximately 7.9 million additional shares of the Company’s common stock, to certain directors, officers and other affiliates of the Company following shareholder approval of such issuance in accordance with the rules and regulations of the NYSE Amex. Pending shareholder approval, the Company will issue an aggregate of approximately $1.0 million in promissory notes to the affiliate investors; following shareholder approval, such promissory notes and $3.5 million in existing debt of the Company and accrued but unpaid interest thereon will convert to Series A Preferred Stock and warrants to purchase the Company’s common stock. Holders of approximately 41.4% of the Company outstanding common stock have entered into irrevocable agreements to vote their shares in connection with the transactions.
Shares of the Company’s Series A Preferred Stock are convertible into shares of the Company’s common stock at a conversion rate of $0.304 per share and the warrants to purchase shares of the Company’s common stock have an exercise price of $0.38 per share, in each case subject to adjustment. The Series A Preferred Stock and warrants will not be registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. The Company has agreed to register for resale the shares of common stock issuable upon conversion of the Series A Preferred Stock and exercise of the warrants.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE Amex: LTS), served as the placement agent for the offering. Greenberg Traurig, P.A. served as legal counsel to the Company, and Ellenoff Grossman & Schole LLP acted as legal counsel to the placement agent.
For more information, see the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission on June 9, 2011.
This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
About Castle Brands Inc.
Castle Brands is a developer and international marketer of premium and super premium beverage alcohol brands including: Gosling’s Rum®, Jefferson’sTM, Jefferson’s Presidential SelectTM and Jefferson’s Reserve® Bourbon, Boru® Vodka, Pallini® LimoncelloTM, RaspicelloTM and Knappogue Castle Whiskey®, Clontarf® Irish Whiskey, Betts & SchollTM wines, cc: wines, Celtic Crossing® Liqueur, Brady’s® Irish Cream, A. De Fussigny® cognacs, Travis Hasse’s Original® Liqueurs and TierrasTM tequila. Additional information concerning the company is available on the company’s website, www.castlebrandsinc.com.
Forward Looking Statements
This press release includes statements of our expectations, intentions, plans and beliefs that constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934 and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, related to the discussion of our business strategies and our expectations concerning future operations, margins, profitability, liquidity and capital resources and to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. You can identify these and other forward-looking statements by the use of such words as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “thinks,” “estimates,” “seeks,” “expects,” “predicts,” “could,” “projects,” “potential” and other similar terms and phrases, including references to assumptions. These forward looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties, risks and factors relating to our operations and business environments, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by these forward looking statements. These risks include our history of losses and expectation of further losses, our ability to expand our operations in both new and existing markets, our ability to develop or acquire new brands, our relationships with distributors, the success of our marketing activities, the effect of competition in our industry and economic and political conditions generally, including the current recessionary economic environment and concurrent market instability. More information about these and other factors are described under the caption “Risk Factors” in Castle Brands’ Annual Report on Form 10-K, as amended, for the year ended March 31, 2010, filed with the Securities and Exchange Commission.
Sard Verbinnen & Co
Paul Caminiti/Carrie Bloom/Jonathan Doorley
212-687-8080