Castle Brands Inc. (AMEX:ROX), an emerging developer and international
marketer of premium branded spirits, announced that its stockholders
approved the following matters at its Annual Meeting held today:
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Election of Mark Andrews, John F. Beaudette, Henry C. Beinstein,
Harvey P. Eisen, Phillip Frost, M.D., Glenn L. Halpryn, Richard J.
Lampen, Micaela Pallini and Steven D. Rubin to serve on its board of
directors until the next annual meeting of stockholders;
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An amendment to the Company's amended and restated certificate of
incorporation increasing the authorized shares of capital stock from
45 million shares to 250 million shares, of which 225 million are
designated as common stock and 25 million are designated as preferred
stock;
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An amendment to the Company's amended and restated certificate of
incorporation permitting its stockholders to act by written consent;
and
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An amendment to the Company's 2003 Stock Incentive Plan increasing the
number of shares available to be granted under the plan from two
million to 12 million and establishing the maximum number of shares
issuable to any one individual in any particular year.
The amendments to the Company’s amended and restated certificate of
incorporation were filed with the Delaware Secretary of State on January
21, 2009 and became effective at the time of filing.
$15 Million Private Placement and Note
Conversion
As previously announced, in October 2008, the Company completed the sale
of 1.2 million shares of newly issued Series A Convertible Preferred
Stock for $15 million at a purchase price of $12.50 per share (upon
conversion, $0.35 per share of common stock). Concurrently with the
closing, all of the Company's 6% convertible notes, in the principal
amount of $9 million, due March 1, 2010, plus accrued interest, were
converted into shares of Series A Preferred Stock at a per share price
of $23.21 (upon conversion, $0.65 per share of common stock).
Additionally, substantially all of the outstanding principal of Castle
Brands (USA) Corp.'s 9% senior secured notes, in the principal amount of
$10 million, due May 31, 2009, plus accrued interest, were converted
into shares of Series A Preferred Stock at a per share price of $12.50
(upon conversion, $0.35 per share of common stock).
Upon amendment of the Company's amended and restated certificate of
incorporation to increase the number of authorized shares, all
outstanding shares of Series A Convertible Preferred Stock automatically
converted into common stock, resulting in the Company's issuance of
approximately 86 million shares of common stock. The stockholders who
held Series A Preferred Stock (comprised of the investors and the
converting note holders) own approximately 85% of the Company's common
stock.
About Castle Brands Inc.
Castle Brands is an emerging developer and international marketer of
premium branded spirits within four categories of the spirits industry:
vodka, rum, whiskey and liqueurs/cordials. Castle Brands' portfolio
includes, Gosling's Rum®, Pallini® Limoncello(TM), Raspicello(TM) and
Peachcello(TM), Knappogue Castle Whiskey®, Clontarf® Irish Whiskey,
Jefferson's(TM) and Jefferson's Reserve® Bourbon, Sam Houston® Bourbon,
Boru® Vodka, Celtic Crossing® Liqueur, Sea Wynde® Rum and Brady's® Irish
Cream.
Sard Verbinnen & Co
Paul Caminiti / Carrie Bloom / Jonathan
Doorley, 212-687-8080
