EXHIBIT 4.2
MATERIAL TECHNOLOGIES, INC.
(a Delaware corporation)
CLASS B PREFFERED STOCK
CERTIFICATE OF DESIGNATIONS
Material Technologies, Inc., a Corporation organized and existing under Delaware
General Corporation Law (the "Corporation"), by its President and Secretary,
does hereby certify that, pursuant to authority conferred upon the Board of
Directors (the "Board") by Paragraph 4 of the Corporation's Certificate of
Incorporation authorizing a class of Nine Hundred Thousand (900,000) shares of
Preferred Stock with a par value of one mill ($.001) per share, and pursuant to
Section 151 of the Delaware General Corporation Law, as amended, the Board duly
adopted a resolution as follows providing for the issuance out of such class of
a series of up to fifteen (15) shares of Class B Preferred Stock, and setting
forth the designations and powers, preferences, and rights, including voting
rights, if any, and the qualifications, limitations, or restrictions thereof:
WHEREAS, the Corporation's Certificate of Incorporation states, among other
things, that the Corporation is authorized to issue up Nine Hundred Thousand
(900,000) shares of Preferred Stock, of the par value of one mill ($.001) per
share, and that the Board is granted the authority to fix, by resolution, the
designations and powers, preferences, and rights, including voting rights, if
any, and the qualifications, limitations or restrictions thereof, if any, of
such shares;
NOW, THEREFORE, BE IT RESOLVED that the Board does hereby designate an aggregate
of Fifteen (15) shares of its authorized but previously unissued Preferred Stock
as "Class B Preferred Stock" which may be issued from time to time. The
designations and powers, preferences, and rights, including voting rights of the
Class B Preferred Stock and the qualifications, limitations, and restrictions
thereof, shall be as follows:
1. LIQUIDATION PREFERENCE
1.1 In the event of a liquidation, dissolution or winding up of the
Corporation, whether such be voluntary or involuntary, the holders of
shares of Class B Preferred Stock (the "Shares") shall be entitled to
receive out of the Corporation's assets, an amount equal to Ten Thousand
Dollars ($10,000) per Share (the "liquidation Preference"). Such amount
shall be paid upon all outstanding Shares before any payment shall be made
or any assets distributed to the holders of shares of Common Stock or any
other stock of any other series or class ranking junior to the Shares as to
dividends or assets, but shall be junior and subordinate to the rights of
the holders of the Corporation's outstanding Class A Convertible Preferred
Stock. The holders of Shares shall not be entitled to any further payment.
1.2 A merger or consolidation of the Corporation with another corporation
shall not be deemed to be a liquidation, dissolution or winding up within
the meaning of this Section 1.
2. VOTING RIGHTS The holders of Class B Preferred Stock shall have one vote
per Share on all matters on which the holders of Common Stock have the right to
vote.
3. DIVIDENDS. The Shares shall participate in all cash dividends declared and
paid with respect to the Common Stock to the extent set forth in this Section 3.
Each time a cash dividend is paid on the Common Stock there shall also be paid
with respect to each outstanding share of Class B Preferred Stock an amount
determined by multiplying the aggregate amount of the dividend paid with respect
to the Common Stock by a fraction (I) the numerator of which is 3,214,480 and
(ii) the denominator of which is the number of shares of Common Stock on which
the dividend was paid, and (x) multiplying the resulting product by thirty
percent (30%) and then (y) dividing the resulting product by five hundred ten
(510).
4. REDEMPTION The Shares may be redeemed at the option of the Corporation at
any time upon payment to holders thereof Ten Thousand Dollars ($10,000) per
Share, plus any unpaid dividends to which such holders are entitled under
Section 3 above. The Corporation has the option to redeem less than all
outstanding Shares. If less than all of the outstanding Shares are redeemed,
the Corporation shall select the Shares to be redeemed pro rata, by lot or other
means deemed fair by the Board, but the Corporation may not redeem only a
fraction of a Share. The Shares shall be redeemed at the option of the holders
thereof at any time after January 31, 2002.
IN WITNESS WHEREOF, Material Technologies, Inc., has caused this Certificate of
Designation to be signed by its President and attested by its Secretary on this
9th day of March, 1997, and each of such persons hereby affirms under penalty of
perjury that this Certificate of Corporation and that the facts stated herein
are true and correct.
MATERIAL TECHNOLOGIES, INC.
By
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Robert M. Bernstein, President
Attest:
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Joel R. Freedman, Secretary
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