Note 7 - Preferred Stock | 12 Months Ended |
Dec. 31, 2014 |
Notes | |
Note 7 - Preferred Stock | NOTE 7 – PREFERRED STOCK |
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The Company has authorized 5,000,000 shares of Preferred Stock, $.10 par value, of which, as of December 31, 2014, an aggregate of 10,722.375 shares were issued and outstanding consisting of (i) 5,000 shares of Series A Convertible Preferred Stock authorized and 3,255.3753,256 shares issued and outstanding, (ii) 3,000 shares of Series B Convertible Preferred Stock authorized and 2,146 shares were issued and outstanding, (iii) 6,000 shares of Series C Convertible Preferred Stock authorized and 5,001 shares were issued and outstanding, and (iv) 6,000 shares of Series D Convertible Preferred Stock are authorized, 320 of which were issued and outstanding. |
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Series A Convertible Preferred Stock |
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The Series A Convertible Preferred Stock (“Series A Preferred Stock”) was authorized by resolutions adopted by the Company’s Board of Directors and set forth in a Certificate of Designation, Preferences and Rights (“Certificate of Designation”), filed with the Secretary of State of Delaware on November 26, 2008, as amended and restated on July 17, 2013, which contains the designations, rights, powers, preferences, qualifications and limitations of the Series A Preferred Stock. The shares of Series A Preferred Stock are fully paid and non-assessable. |
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Between November 25, 2008 and July 26, 2011, the Company completed the private placement of an aggregate of 3,255.375 Units of the Company’s securities, representing $3,255,375 principal amount of 6.5% Series A Preferred Stock at $1,000 per Unit. This was the first series of preferred Stock issued by the Company. Each Unit consisted of: $1,000 face value of one share of Preferred Stock, convertible at $.85 per share into 1,177 shares of common stock, with each share of Preferred Stock accruing an annual dividend of 6.5% or $65 per share payable annually in cash or shares of common stock at the option of the Company, unless earlier converted or redeemed. Warrants included in the Units, as amended, are exercisable for five years from the date when the Common Stock is publicly traded at an exercise price of $1.27, payable in cash, unless the Company fails to keep the registration statement effective to purchase 1,177 shares of common stock. A total of 3,255.375 shares of Preferred Stock were purchased in the offering, which are convertible into an aggregate of approximately 3,831,576 shares of common stock. Of this amount, an aggregate of 3,382,357 shares have been registered for resale by 33 retail investors, which amount excludes 449,220 shares of common Stock issuable upon conversion of Preferred Stock sold to the Placement Agent’s affiliates. |
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Rank. The Preferred Stock ranks (i) senior to the common stock and any other class or series of the Company’s capital stock either specifically ranking by its terms junior to the Preferred Stock or not specifically ranking by its terms senior to or on parity with the Preferred Stock, (ii) on parity with any class or series of the Company’s capital stock specifically ranking by its terms on parity with the Preferred Stock, and (iii) junior to any class or series of capital stock specifically ranking by its terms senior to the Preferred Stock, in each case, as to payment of dividends or as to distributions of assets upon liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary. The approval of the holders of a majority of the Preferred Stock is required in order for the Company to issue any capital stock with rights on parity with or senior to the Preferred Stock. |
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Dividends. The holders of the Preferred Stock are entitled to receive annual cumulative per share dividends of 6.5% of the liquidation preference of the Preferred Stock, out of funds legally available, prior to any payment of dividends on the Company’s common stock or any other class of stock ranking junior to the Preferred Stock. Such dividends are payable in cash or shares of common stock, at the option of the Company, semiannually on the last business day of February and August of each year (each a “Dividend Payment Date”), commencing in February 2009 with respect to the period from issuance through such date. The holders of the Preferred Stock are entitled to share ratably with the holders of the common stock in any dividend declared on the common stock. |
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Dividends on the Preferred Stock will accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Dividends accumulate to the extent they are not paid on the Dividend Payment Date to which they relate. Accumulated unpaid dividends will not bear interest. According to Delaware law, the Company may declare and pay dividends or make other distributions on its capital stock only out of legally-available funds. In addition, no dividends or distributions may be declared, paid or made if the Company is or would be rendered insolvent by virtue of such dividend or distribution. |
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The Company may not (i) pay any dividends in respect of any shares of capital stock ranking junior to the Preferred Stock (including the common stock), other than dividends payable in the form of additional shares of the same junior stock as that on which such dividend is declared, or (ii) redeem any shares of capital stock ranking junior to the Preferred Stock (including the common stock), unless and until all accumulated and unpaid dividends on the Preferred Stock have been, or contemporaneously are, declared and paid in full. |
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Conversion. At the election of the holder thereof, each share of Preferred Stock will be convertible into common stock, at any time after issuance, at the Conversion Rate, as it may be adjusted from time to time in accordance with the Certificate of Designation. The Preferred Stock will not convert automatically into Common Stock upon completion of this offering and only the underlying Common Stock issuable upon conversion is registered for the resale under this prospectus. The Conversion Rate initially will be 1,177 shares of common stock ($.85 per share) for each Share of Preferred Stock. Conversion Price is also subject to adjustment from time to time in the event of (i) the issuance of common stock as a dividend or distribution on any class of the Company’s capital stock; or (ii) the combination, subdivision or reclassification of the common stock. No fractional shares will be issued upon conversion. Payment of accumulated and unpaid dividends will be made upon conversion to the extent of legally-available funds. |
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The shares of Preferred Stock may also be converted into common stock at the Conversion Rate at the Company’s option following the effectiveness of a Registration Statement, if the Company’s common stock trades above 200% of the Conversion Rate per share for a period of 20 consecutive trading days. |
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Voting Rights. The affirmative vote of the holders of at least two-thirds of the outstanding shares of Preferred Stock, voting as a class, shall be required to authorize, effect or validate (i) any change in the rights, privileges or preferences of the Preferred Stock that would adversely affect the Preferred Stock, or (ii) the authorization, creation, issuance or increase in the authorized or issued amount of any class or series of stock ranking on parity with or superior to the Preferred Stock with respect to the declaration and payment of dividends or distribution of assets upon liquidation, dissolution or winding-up of our Company. In addition, the holders of Preferred Stock shall have the right to vote, together with holders of common stock as single class, on all matters upon which the holders of common stock are entitled to vote pursuant to applicable Delaware law or the Company’s Certificate of Incorporation. The Preferred Stock shall vote on an “as converted basis” with each holder of Preferred Stock having one vote for each Conversion Share underlying such holder’s shares of Preferred Stock. |
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Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, before any payment or distribution of the assets of the Company (whether capital or surplus), or the proceeds thereof, may be made or set apart for the holders common stock or any stock ranking junior to Preferred Stock, the holders of Preferred Stock will be entitled to receive, out of the assets of the Company available for distribution to stockholders, a liquidating distribution of $1,000 per share, plus any accrued and unpaid dividends, subject to adjustment upon the occurrence of certain events. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the Company are insufficient to make the full payment of $1,000 per share, plus all accrued and unpaid dividends on the Preferred Stock and similar payments on any other class of stock ranking on a parity with the Preferred Stock upon liquidation, then the holders of Preferred Stock and such other shares will share ratably in any such distribution of the Company’s assets in proportion to the full respective distributable amounts to which they are entitled. Certain events, including a consolidation or merger of the Company with or into another corporation or sale or conveyance of all or substantially all the property and assets of the Company will be deemed to be a liquidation, dissolution or winding-up of the Company for purposes of the foregoing. |
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Miscellaneous. The Company is not subject to any mandatory redemption or sinking fund provision with respect to the Preferred Stock. The holders of the Preferred Stock are not entitled to preemptive rights to subscribe for or to purchase any shares or securities of any class which may at any time be issued, sold or offered for sale by the Company. Shares of Preferred Stock redeemed or otherwise reacquired by the Company shall be retired and shall be unavailable for subsequent issuance as any class of the Company’s preferred stock. |
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Series B Convertible Preferred Stock |
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The Series B Convertible Preferred Stock (“Series B Preferred Stock”) has been authorized by resolutions adopted by the Company’s Board of Directors and set forth in a Certificate of Designation filed with the Secretary of State of Delaware on September 2, 2011, which contains the designations, rights, powers, preferences, qualifications and limitations of the Series B Preferred Stock. The shares of Series B Preferred Stock are fully paid and non-assessable. |
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The Conversion Rate and dividend rates are the same for Series A and Series B Preferred Stock; however, the Series A Preferred Stock is senior to the Series B Preferred Stock on sale or liquidation of the Company. Each share of Series B Preferred Stock is convertible at $.85 per share into an aggregate of 1,177 shares of common stock, with each share of Series B Preferred Stock accruing an annual dividend of 6.5% or $65 per share payable annually in cash or shares of common stock at the option of the Company, unless earlier converted or redeemed on the same terms as the Series A Preferred Stock. The Series B Preferred Stock votes on an as converted basis with the Common Stock and Series A Preferred Stock having one vote for each share issuable upon conversion of the Series B Preferred Stock. |
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Series C Convertible Preferred Stock |
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The Series C Convertible Preferred Stock (“Series C Preferred Stock”) has been authorized by resolutions adopted by the Company’s Board of Directors and set forth in a Certificate of Designation, Preferences and Rights (“Certificate of Designation”), filed with the Secretary of State of Delaware on March 12, 2013, which contains the designations, rights, powers, preferences, qualifications and limitations of the Series C Preferred Stock. The shares of Series C Preferred Stock are fully paid and non-assessable. |
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The dividend rate of 6.5% per annum and the terms of the dividends are the same as Series A and B Preferred Stock. The Conversion Rate is 800 shares of Common Stock (at $1.25 per share) for each $1,000 stated value of Series C Preferred Stock and may be converted into Common Stock by the Company following the effectiveness of a registration statement if the Company’s Common Stock trades above 300% of the Conversion Rate for 10 consecutive trading days. The Series C Preferred Stock ranks on parity with the Series B Preferred Stock and junior to the Series A Preferred Stock on sale or liquidation of the Company. The Series C Preferred Stock votes on an as converted basis with the Common Stock and Series A and B Preferred Stock having one vote for each share issuable upon conversion of the Series C Preferred Stock |
Series D Convertible Preferred Stock |
The Series D Convertible Preferred Stock (“Series D Preferred Stock”) has been authorized by resolutions adopted by the Company’s Board of Directors and set forth in a Certificate of Designation, Preferences and Rights, filed with the Secretary of State of Delaware on September 22, 2014, which contains the designations, rights, powers, preferences, qualifications and limitations of the Series C Preferred Stock. The shares of Series D Preferred Stock are fully paid and non-assessable. |
The dividend rate of 6.5% per annum and the terms of the dividends are the same as Series A, B and C Preferred Stock. The Conversion Rate is 500 shares of Common Stock (at $2.00 per share) for each $1,000 stated value of Series D Preferred Stock and maybe converted into Common Stock following the effectiveness of a registration statement if the Company’s Common Stock trades above 200% of the Conversion Rate for 10 consecutive trading days. The Series D Preferred Stock ranks on parity with the Series B and C Preferred Stock and junior to the Series A Preferred Stock on sale or liquidation of the Company. The Series D Preferred Stock votes on an as converted basis with the Common Stock and Series A, B and C Preferred Stock having one vote for each share issuable upon conversion of the Preferred Stock. |