Castle Brands Stockholders Approve All Proposals at Annual Meeting.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Castle Brands Inc. (AMEX AMEX See: American Stock Exchange :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: * Election of Mark Andrews Mark Andrews (born May 19 1926) is an American politician from the state of North Dakota. He is a member of the United States Republican Party. Andrews was born in Cass County, North Dakota. He attended the public schools there. , 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; * An amendment to the Company's amended and restated certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. increasing the authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. 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 Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. ; * An amendment to the Company's amended and restated certificate of incorporation permitting its stockholders to act by written consent; and * 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 Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". 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 Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. , 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 Gosling's Rum is a brand of rum, founded in 1806 by James Gosling in Bermuda after leaving his home in London. The company is currently run by Edmund Malcolm Gosling, the seventh-generation of family control of the company. [R], Pallini[R] Limoncello(TM), Raspicello(TM) and Peachcello(TM), Knappogue Castle Whiskey[R], Clontarf[R] Irish Whiskey, Jefferson's(TM) and Jefferson's Reserve[R] Bourbon, Sam Houston[R] Bourbon, Boru[R] Vodka, Celtic Crossing[R] Liqueur liqueur (lĭkûr`), strong alcoholic beverage made of almost neutral spirits, flavored with herb mixtures, fruits, or other materials, and usually sweetened. The name derives from the Latin word to melt. , Sea Wynde[R] Rum and Brady's[R] Irish Cream. |
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