reeds_s3mef-021710.htm
As filed
with the Securities and Exchange Commission on February 17, 2010
Registration
No. 333- ___________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
_________________________
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_________________________
Reed’s,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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2086
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35-2177773
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(State or jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification No.)
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13000
South Spring Street
Los
Angeles, California 90061
(310) 217-9400
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
_________________________
Christopher
J. Reed
Chief
Executive Officer
13000
South Spring Street
Los
Angeles, California 90061
(310) 217-9400
(Name,
address including zip code, and telephone number, including area code, of agent
for service)
With
copies to:
Ruba
Qashu
Qashu
& Schoenthaler LLP
4695
MacArthur Court, 11th Floor
Newport
Beach, California 92660
Telephone: (949) 355-5405
Facsimile:
(866) 313-3040
_________________________
Approximate date of commencement of
proposed sale to the public: From time to time after the effective date
of this registration statement, as determined by market conditions and other
factors.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. þ
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. þ
333- 159298
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
o Large accelerated
filer
o Accelerated
filer
o Non-accelerated
filer
þ Smaller reporting
company
CALCULATION
OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price
Per Security
(1)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration Fee
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Common
Stock, $.0001 par value per share
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(3)(4)
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(3)
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(3)
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(3)
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Preferred
Stock, $10 par value per share
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(3)(4)
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(3)
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(3)
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(3)
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Warrants
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(3)(4)
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(3)
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(3)
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(3)
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Units
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(3)(4)
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(3)
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(3)
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(3)
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$107,707
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100%
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$107,707
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$7.68
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(1)
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This
registration statement relates to the registration statement on Form S-3
(Registration No. 333-159298) of Reed's, Inc. (the "Company") filed with
the U.S. Securities and Exchange Commission on May 15, 2009, as
amended ( the "Prior Registration Statement") pursuant to
which the Company registered up to $1,500,000 of the Company’s securities,
including shares of the Company's common stock and preferred stock, debt
securities, warrants and units. This registration statement is being filed
to register an additional $107,707 of securities of Reed's, Inc. pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, or the
Securities Act, which may be issued by the registrant from time to time in
indeterminate amounts and at indeterminate times. Securities registered
hereunder may be sold separately, together or as units with other
securities registered hereunder. The securities registered hereunder also
include such indeterminate number of shares of common stock and preferred
stock, warrants or units, respectively, of the
registrant.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the
“Securities Act”). The maximum aggregate offering price of the
additional securities being registered hereby pursuant to Rule 462(b)
under the Securities Act is $107,707, which represents less than 20% of
the maximum aggregate offering price of securities remaining on the Prior
Registration Statement.
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(3)
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Not
required to be included in accordance with General Instruction II.D. of
Form S-3 under the Securities Act.
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(4)
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Subject
to footnote (1), there is also being registered hereunder such
indeterminate amount of securities (including shares or other classes of
the registrant’s stock that may be issued upon reclassification of
unissued, authorized stock of the registrant) as may be issued in exchange
for or upon conversion of, as the case may be, preferred stock or warrants
registered hereunder. No separate consideration will be received for
any securities registered hereunder that are issued in exchange for, or
upon conversion of, as the case may be, preferred
stock.
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This
registration statement shall become effective upon filing with the U.S.
Securities and Exchange Commission in accordance with Rule 462(b) under
the Securities Act of 1933, as
amended.
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EXPLANATORY NOTE
This
registration statement is being filed with the U.S. Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and General Instruction IV to Form S-3.
This
registration statement relates to the shelf registration statement on Form S-3
(Registration No. 333- 159298) of Reed's Inc. filed with the Commission on
May 15, 2009, as amended, and declared effective by the Commission on August 24,
2009, or the Prior Registration Statement, and is being filed for the
purpose of increasing the dollar amount of the Company's securities registered
under the Prior Registration Statement by $107,707.
The information set forth in the Prior Registration Statement, including
the exhibits thereto and each of the documents incorporated by reference
therein, is incorporated by reference herein.
The
required opinions and consents are listed on the exhibit index attached hereto
and filed herewith.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and authorized this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California, on February 17,
2010.
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REED’S, INC.
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By:
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/s/ Christopher J. Reed
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Christopher J. Reed
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Chief Executive Officer
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Christopher J. Reed his/her true and lawful
attorney-in-fact and agent with full power of substitution and re-substitution,
for him/her and in his/her name, place and stead, in any and all capacities to
sign any or all amendments (including, without limitation, post-effective
amendments) to this Registration Statement, any related Registration Statement
filed pursuant to Rule 462(b) under the Securities Act of 1933 and any or all
pre- or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming that said attorney-in-fact and agent, or any substitute or
substitutes for him, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
stated.
In
accordance with the requirements of the Securities Act of 1933, as amended, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signature
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Title
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Date
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/s/
Christopher J. Reed
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Chief Executive Officer,
Chairman of the Board of Directors
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February
17, 2010
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Christopher J. Reed
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(Principal Executive
Officer)
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/s/
James Linesch
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Chief
Financial Officer
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February
17, 2010
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James
Linesch
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(Principal Accounting Officer)
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/s/
Judy Holloway Reed
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Director
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February
17, 2010
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Judy Holloway Reed
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/s/
Mark Harris
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Director
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February
17, 2010
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Mark Harris
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/s/
Daniel S.J. Muffoletto
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Director
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February
17, 2010
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Daniel S.J. Muffoletto
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EXHIBIT
INDEX
Exhibit
Number
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Description
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5.1
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Opinion
of Qashu & Schoenthaler LLP
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23.1
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Consent
of Weinberg & Co., P.A.
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23.2
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Consent
of Qashu & Schoenthaler LLP (included in Exhibit
5.1)
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24.1
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Power
of Attorney (contained in signature
page)
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