Exhibit 4.4
CERTIFICATE OF DESIGNATION
OF
SERIES F PREFERRED STOCK
OF
WATER CHEF, INC.
Pursuant to Section 141 (f) of the Delaware General Corporation Law, Water
Chef, Inc., a Delaware corporation (the "Corporation"), does hereby certify as
follows:
1. The following resolution was duly adopted by the Board of Directors of
the Corporation on April 1st, 2003
RESOLVED that there be created a series of Two Year 10% Convertible
Preferred Stock, par value $.001 per share, of this Corporation
consisting of 1,000,000 shares, to be designated as the Series F
Preferred Stock ("Series F Preferred Stock"), and that the holders of
such shares shall have the rights, preferences and privileges set
forth on EXHIBIT 1 to this Resolution: and it was further
RESOLVED. that the officers of the Corporation be, and they hereby
are, authorized aid empowered to execute and file with the Secretary
of State of the State of Delaware, a certificate of designation
setting forth the rights, preferences, and privileges of the Series F
Preferred Stock and to make such filings as may be required by any
jurisdiction in which the Corporation may be authorized to do
business.
2. Set forth as EXHIBIT 1 to this Certificate of Designation is a true
and correct copy of the rights, preferences and privileges of the
holders of the Series F Preferred Stock.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its Chairman this 1st day of April, 2003 ,
/s/ David A. Conway
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David A. Conway, Chairman
EXHIBIT 1
The designation of the number of shares constituting, and the rights,
preferences privileges and restrictions relating to the Series F Preferred Stock
are as follows
1. DESIGNATION AND NUMBER OF SHARES
The designation of this series of 1,000,000 shares of Two Year 10%
Convertible Preferred Stock, par value $.001 per share, created by the Board of
Directors of the Corporation pursuant to the authority granted to it by the
Certificate of Incorporation of the Corporation, is "Series F Preferred Stock."
In the event that the Corporation does not issue the maximum number of shares of
Series F Preferred Stock, the Corporation may, from time to time, by resolution
of the Board of Directors, reduce the number of shares of Series F Preferred
Stock authorized, provided that no such reduction shall reduce the number of
shares of Series F Preferred Stock then issued. The number of shares by which
the Series F Preferred Stock shall be reduced shall have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series, until such stock is once more designated as part of a particular series
by the Corporation's Board of Directors.
2. DIVIDEND RIGHTS
Holders of Series F Two Year 10% Convertible Preferred Stock shall be
entitled to receive dividends, at the rate of 10%, payable, at the option of the
Company, in cash or shares of common stock valued at the then-current market
price per share, at the time of maturity, or upon conversion, whichever is
earlier. The then-current market price per share shall be deemed to be the
average closing price per share on the Over the Counter Bulletin Board for the
five consecutive trading days immediately prior to maturity, or conversion.
Dividends shall be paid in whole shares, with fractional shares being rounded
up, or down, with fractions of one half or more being rounded up, and fractions
of less than one half a share being rounded down. Dividends on the Series F
Preferred Stock shall be cumulative and shall accrue, with respect to each share
of Series F Preferred Stock, from the date such share of Series F Preferred
Stock is originally issued.
3. VOTING RIGHTS
Holders of shares of Series F Preferred Stock shall have the same voting
rights in respect thereof as are accorded to the holders of Common Stock of the
Corporation pursuant to the Amended and Restated Articles of Incorporation of
the Corporation and by law and shall exercise such voting rights with the
holders of such Common Stock and not as a class.
4. CONVERSION
No shares of Series F Preferred Stock may be converted until the later of
(a) shareholder approval of the proposed increase in the authorized common stock
of the Corporation, and sufficient number of shares of authorized but unissued
shares of common stock are available for conversion, or (b) a date 120 days
following the date of issuance thereof, following which latter date such shares
may be converted, at the option of the holder, into the Corporation's Common
Stock at the Conversion Rate of one (1) share of Series F Preferred Stock for 40
shares of the Corporation's Common Stock. The Corporation may require that the
holder surrender the certificates representing the shares of Series F preferred
Stock being converted to the transfer agent for the Series F Preferred Stock, or
if none shall have been appointed, to the Corporation. Shares of Series F
Preferred Stock shall be deemed to have been converted immediately prior to the
close of business on the day of the surrender for conversion of the
certificate(s) therefore, together with the form of notice of election provided
by the Corporation duly signed by the bolder thereof. The person or persons
entitled to receive shares of Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder of such shares of Common Stock
as of such time. As promptly as is practicable after the conversion date, the
Corporation, or its transfer agent, shall deliver a certificate, or
certificates, for the number of Common Shares issuable upon conversion.
In the event that the Corporation shall, after the issuance of shares of
the Series F Preferred Stock, subdivide, split, or reclassify its outstanding
Common Stock into a greater number of shares, or combine or reclassify its
outstanding Common Stock into a smaller number of shares, the conversion rate
shall be adjusted so that the holder of shares of Series F Preferred Stock
converted after such date shall be entitled to receive such number of shares as
would have been owned had conversion taken place before such date.
5. RANK OF SERIES
For proposes of this Certificate of Designation, the shares of Series F
Preferred Stock shall rank junior to any stock of all other series of preferred
stock currently issued, as to liquidation, winding up, or dissolution, as
applicable, in preference or priority to the holders of such other class or
classes.
6. LIQUIDATION RIGHTS
In the event of liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, holders of the Series F Preferred Stock shall
have no stated rights in the assets of the Corporation.
The sale, conveyance or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property and assets of
the Corporation shall be deemed a voluntary liquidation, dissolution or winding
up of the corporation for purposes of this paragraph. The merger or
consolidation of the Corporation into or with any other corporation, or the
merger or consolidation of any other corporation into or with the Corporation,
shall not be deemed to be an event of liquidation, dissolution or winding up, if
the holders of the Series F Preferred Stock outstanding upon the effectiveness
of such merger or combination, receive for each share of Series F Preferred
Stock one share of preference stock of the resulting or surviving corporation,
which share of preferred stock will have rights and privileges roughly
equivalent to the rights and privileges of the Series F Preferred Stock.
7. NO PREEMPTIVE RIGHTS
No holder of the Series F Preferred Stock shall, as such holder, be
entitled, as of right, to purchase or subscribe for any shares of stock of the
Corporation of any class or any series now or hereafter authorized, or any
securities convertible into or exchangeable for any shares, or any warrants,
rights, or other instruments evidencing rights to subscribe for or purchase any
such shares.
8. TRANSFER AGENT AND REGISTRAR
The Corporation may appoint a transfer agent and registrar for the
issuance, transfer and conversion of the Series F Preferred Stock and for the
issuance of dividend shares payable upon conversion or maturity.
