Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On
General. The Company's Board of Directors has designated 250,000 shares of the
5,000,000 authorized shares of preferred stock as the Preferred Stock. Each
share of the Preferred Stock has a stated value of
Voting Rights. Each holder of the Preferred Stock shall be entitled to vote on
all matters submitted to a vote of the holders of the Company's common stock.
With respect to a vote of stockholders to approve a reverse stock split of the
Company's common stock, no later than
Dividends. Except for stock dividends, holders of the Preferred Stock shall not be entitled to receive dividends on shares of the Preferred Stock.
Rank. The Preferred Stock ranks with respect to dividends or a liquidation, (i) on parity with the common stock and the Company's Series H Convertible Preferred Stock, (ii) senior to the Company's Series F Convertible Preferred Stock, and (iii) junior to the Company's Series I-1 Convertible Preferred Stock and the Company's Series 1-2 Convertible Preferred Stock and any other class or series of preferred stock of the Company afterwards created and ranking by its terms senior to the Preferred Stock.
Conversion. Each share of the Preferred Stock is convertible into shares of the
Company's common stock from and after
Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock shall be entitled to receive an amount equal to the stated value of the Preferred Stock and any other fees or liquidated damages then due and owing thereon for each share of the Preferred Stock before any distribution or payment shall be made on any junior securities.
Redemption. At any time the Company shall have the right to redeem all, or any part, of the Preferred Stock then outstanding. The Preferred Stock subject to redemption shall be redeemed by the Company in cash in an amount equal to the stated value of the shares of the Preferred Stock being redeemed.
The foregoing description of the Preferred Stock does not purport to be complete and is qualified by reference to the Certificate of Designation of the Preferred Stock, a copy of which is filed as Exhibit 3.22 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 3.22 Certificate of Designation for Series L Convertible Preferred Stock 2
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