UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 13, 2011
Jones Soda Co.
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
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| 0-28820
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52-2336602 |
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(IRS Employer Identification No.) |
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| 234 Ninth Avenue North, Seattle, Washington
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98109 |
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(Zip Code) |
(206) 624-3357
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02.
Results of Operations and Financial Condition.
The
disclosure set forth in Item 7.01 of this Current Report on Form 8-K
is hereby incorporated by reference into this Item 2.02.
Item 7.01. Regulation FD Disclosure.
As
previously announced, on January 13, 2011, Jones Soda Co. (the “Company”) will present at the 13th Annual ICR XChange
Conference at The St. Regis Monarch Beach Resort & Spa in Dana Point, California. The Company is
scheduled to present at 8:50 am Pacific Time. Interested parties may listen via live audio
broadcast and view the slides to be used in the presentation, which
include the Company’s estimate of its cash balance as of December
31, 2010, over the Internet available at www.jonessoda.com/invest. Additionally,
the Company is furnishing the presentation slides as Exhibit 99.1 to this Current Report on Form
8-K.
The information contained in this Current Report on Form 8-K is being furnished to the Securities
and Exchange Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section. The information contained in this Current Report on Form 8-K shall not be deemed to be
incorporated by reference into any registration statement or other document filed pursuant to the
Securities Act of 1933, as amended.
Forward-Looking Statements Disclosure
Certain
statements in the presentation slides attached as Exhibit 99.1 to
this Current Report on Form 8-K are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation, statements
regarding our expected cash balance as of December 31, 2010 and statements that address future
operating performance, events or developments that management expects or anticipates will or may
occur in the future, including statements related to distributor channels, volume growth, revenues,
profitability, new products and adequacy of funds from operations. Words such as “aim,” “believe,”
“expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “can,” “plan,” “predict,” “could,”
“future,” variations of such words, and similar expressions identify forward-looking statements,
but are not the exclusive means of identifying such statements. Forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ materially from those
anticipated in such forward-looking statements. Factors that could affect our actual results
include, among others, our ability to successfully execute on our 2011 operating plan; our ability
to secure additional financing; our ability to use the net proceeds from future financings to
improve our financial condition or market value; our inability to increase points of distribution
for our products or to successfully innovate new products and product extensions; our inability to
establish distribution arrangements with distributors, retailers or national retail accounts; our
inability to receive returns on our trade spending and slotting fee expenditures; our inability to
maintain brand image and product quality; our inability to develop new products to satisfy customer
preferences and the impact of intense competition from other beverage suppliers. More information
about factors that potentially could affect our financial results is included in our current and
periodic reports filed with the Securities and Exchange Commission, including our most recent
annual report on Form 10-K and quarterly reports on Form 10-Q filed in 2010. You are cautioned
not to place undue reliance upon these forward-looking statements, which speak only as to the date
of this presentation. Except as required by law, we undertakes no obligation to update any
forward-looking or other statements in this presentation, whether as a result of new information,
future events or otherwise.
Item 9.01.
Financial Statements and Exhibits.
(d) The following exhibit is being furnished herewith:
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Exhibit Description |
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99.1
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Presentation slides |