EXHIBIT 4.1
CERTIFICATE OF DESIGNATION OF CLASS B PREFERRED STOCK
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708 Website: secretaryofstate.biz
Entity #
C28624-2002
Document Number:
20060058629-48
Date Filed:
CERTIFICATE OF DESIGNATION 1/31/2006 4:12:34 PM
(PURSUANT TO NRS 78.1955) In the office of
Dean Heller
Dean Heller
Secretary of State
Above space is for office use only
CERTIFICATE OF DESIGNATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.1955)
1. Name of corporation:
Crystalix Group International, Inc.
2. By resolution of the board of directors pursuant to a provision in the
articles of incorporation, this certificate establishes the following
regarding the voting powers, designations, preferences, limitations,
restrictions and relative rights of the following class or series of
stock:
The voting powers, preferences, limitations, restrictions and relative rights of
the corporation's Class B Preferred Stock, par value of $0.001 per share (the
"Class B Preferred Stock"), are as follows:
1. No Preemptive Rights. No stockholders of the Corporation holding Class B
Preferred Stock shall have any preemptive or other right to subscribe for any
additional unissued or treasury shares of stock or for other securities of any
class, or for rights, warrants or option to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock purchase
warrants or privileges unless so authorized by the Corporation.
2. Voting Rights and Powers. Except as otherwise provided herein or in the
Articles or as required by law, with respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled to give
consent, the holders of Class B Preferred Stock shall vote together with the
holders of shares of Common Stock as a single voting group. Each holder of Class
B Preferred Stock shall be entitled to such number of votes as shall be equal to
the whole number of shares of Common Stock into which such holder's aggregate
number of shares of Class B Preferred Stock are then convertible pursuant to
Section 5 hereof.
(See attachment)
3. Effective date of filing (optional):
(must not be more than 90 days after the certificate is filed)
4. Officer Signature (required): /s/ Douglas E. Lee
Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.
Nevada Secretary of State AM 78.1955 Designation 2003
Revised on: 09/29/05
ATTACHMENT TO THE
CERTIFICATION OF DESIGNATION FOR
CRYSTALIX GROUP INTERNATIONAL, INC.
3. Dividends. In the event that at any time the Corporation declares or pays any
dividend on its Common Stock, an equivalent dividend will be declared or paid,
as applicable, with respect to outstanding shares of Class B Preferred Stock,
determined based on the total number of whole shares of Common Stock which would
be outstanding if all outstanding shares of Class B Preferred Stock were then
converted in to Common Stock.
4. Liquidation Rights. Upon any liquidation, dissolution or winding up of the
Corporation, the holders of Class B Preferred Stock shall be entitled to a
distribution of assets and funds of the Corporation legally available for
distribution, equivalent to what is distributed to holders of Common Stock,
determined on an as-if converted basis.
5. Conversion. The holders of Class B Preferred Stock shall have conversion
rights and/or be subject to mandatory conversion as follows (the "Conversion
Rights"):
(a) Option Conversion. Subject to and in compliance with the provisions of this
Section 5, any shares of Class B Preferred Stock may, at the option of the
holder, be converted at any time into fully-paid and nonassessable shares of
Common Stock, to the extent that the Corporation has available authorized and
unissued shares of Common Stock to issue upon such conversion. The number of
shares of Common Stock to which a holder of Class B Preferred Stock shall be
entitled upon such conversion shall be the product obtained by multiplying the
"Class B Conversion Rate" then in effect, determined as provided in Section 5(b)
below, by the number of shares of Class B Preferred Stock being converted.
(b) Conversion Rate. Each outstanding share of Class B Preferred Stock shall be
converted into 100 shares of duly authorized, validly issued, fully-paid and
non-assessable Common Stock, subject to adjustment as provided in Section 5(d)
below (the "Class B Conversion Rate").
(c) Mechanics of Option Conversion. Each holder of Class B Preferred Stock who
desires to convert the same into shares of Common Stock pursuant to this Section
5 shall (i) surrender the certificate or certificates therefor, duly endorsed,
at the office of the Corporation or of any transfer agent for the Class B
Preferred Stock, and (ii) give written notice to the Corporation at such office
that such holder elects to convert the same. Such notice shall state the number
of shares of Class B Preferred Stock to be converted. The Corporation shall, as
soon as practicable thereafter, and to the extent of available shares of Common
Stock, issue and deliver at such office to such holder of Class B Preferred
Stock a certificate or certificates for the number of duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock to which such
holder is entitled, and any fractional interest in respect of a share of Common
Stock arising on such conversion shall be settled as provided in Section 5(h)
below. Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of surrender of the shares of Class B
Preferred Stock to be converted, and the person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock on
such date.
(d) Adjustments for Subdivisions, Combinations or Reclassifications of Common
Stock. In the event the Corporation at any time or from time to time after the
date of the issuance of shares of Class B Preferred Stock shall (i) effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by stock split, reclassification or otherwise) without a
corresponding subdivision of the Class B Preferred Stock, (ii) combine or
consolidate the outstanding shares of Common Stock into a lesser number of
shares of Common Stock without a corresponding combination of the Class B
Preferred Stock, or (iii) effect any other reclassification of its Common Stock,
then the Conversion Rate for the Class B Preferred Stock in effect immediately
prior to such event shall, concurrently with the effectiveness of such event, be
proportionately decreased or increased, as appropriate, so that the holder of
any share of Class B Preferred Stock thereafter surrendered for conversion shall
be entitled to receive the number and kind of shares of Common Stock that such
holder would have owned or have been entitled to receive after the happening of
any of the events described above had such share been converted immediately
prior to the effective date of such subdivision, combination or
reclassification. An adjustment made pursuant to this Section 5(d) shall become
effective immediately after the opening of business on the business day next
following the effective date of such subdivision, combination or
reclassification. Adjustments in accordance with this Section 5(d) shall be made
whenever any event listed above shall occur. For example, if the Corporation
were to effect a reverse split of its Common Stock so that every 35 shares of
pre-split Common Stock were combined or consolidated into one post-split share
of Common Stock, then the Class B Conversion Rate would be changed from 100
shares of Common Stock for every share of Class B Preferred Stock to 2.857143
shares of Common Stock for each share of Class B Preferred Stock.
(e) No Impairment. The Corporation will not, by amendment of the Articles or
this Certificate of Designation, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 5.
(f) Certificates as to Adjustments. Upon the occurrence of each adjustment or
readjustment of the Class B Conversion Rate pursuant to this Section 5, the
Corporation, at its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Class B Preferred Stock a certificate executed by an officer of the
Corporation setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.
The Corporation shall, upon the written request at any time of any holder of
Class B Preferred Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustments and readjustments, (ii) the Class
B Conversion Rate at the time in effect, (iii) the number of shares of Common
Stock available to effect conversions of Class B Preferred Stock, and (iv) the
amount, if any, of other property which at the time would be received upon the
conversion of the Class B Preferred Stock. If the Corporation shall have
designated a transfer agent for the Class B Preferred Stock, it shall also
promptly file with such transfer agent an officer's certificate
setting forth the Class B Conversion Rate after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.
(g) Issue Taxes. The Corporation shall pay any and all issue, transfer and other
taxes (other than taxes based upon income) that may be payable in respect of any
issue or delivery of shares of Common Stock or securities or other property on
conversion of Class B Preferred Stock pursuant hereto.
(h) Fractional Shares. No fractional shares of Common Stock shall be issued upon
the conversion of any share or shares of Class B Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Class B Preferred Stock by a holder thereof shall be aggregated for
purposes of determining whether the conversion would result in the issuance of
any fractional share. If, after the aforementioned aggregation, the conversion
would result in the issuance of a fraction of a share of Common Stock, the
Corporation shall, in lieu of issuing any fractional share, pay the holder
otherwise entitled to such fraction a sum in cash equal to the product of such
fraction multiplied by the per share market value of the Common Stock (as
determined by the Board) on the date of conversion.
(i) Mandatory Conversion. All outstanding shares of Class B Preferred Stock
shall be callable for conversion by the Corporation at any time after the
Corporation has sufficient authorized shares of Common Stock available for
issuance on conversion of all outstanding shares of Class B Preferred Stock. Any
such call for conversion shall be for the conversion of all outstanding shares
of Class B Preferred Stock, and shall be effected by delivery of written notice
of call to the holders of record of the Class B Preferred Stock, which notice
shall indicate the Corporation's intent to call all outstanding shares of Class
B Preferred Stock and shall specify the effective date of the call. Upon such
conversion, all outstanding shares of Class B Preferred Stock shall be converted
into at the then effective Class B Conversion Rate into authorized, validly
issued, fully-paid and non-assessable shares of Common Stock.
(j) Mechanics of Mandatory Conversion. Upon the Corporation's call for
conversion of all outstanding shares of Class B Preferred Stock as referenced
above, the outstanding shares of Class B Preferred Stock shall be converted
automatically without any further action by the holders of such shares and
whether or not the certificates representing such shares are surrendered to the
Corporation or its transfer agent; provided, however, that the Corporation shall
not be obligated to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless the certificates evidencing such shares of
Class B Preferred Stock are either delivered to the Corporation or its transfer
agent, or the holder of such shares of Class B Preferred Stock notifies the
Corporation or its transfer agent that such certificates have been lost, stolen
or destroyed and executes an agreement satisfactory to the Corporation to
indemnify the Corporation from any loss incurred by it in connection with such
certificates. Upon the occurrence of such automatic conversion of the Class B
Preferred Stock, the holders of Class B Preferred Stock shall surrender the
certificates representing such shares at the office of the Corporation or any
transfer agent for the Class B Preferred Stock. Thereupon, the Corporation shall
as soon as practicable issue and deliver at such office to such holder of Class
B Preferred Stock in such holder's name as shown on the surrendered certificate
or certificates, a certificate or certificates for the number of shares of
Common Stock into which the surrendered shares of Class B Preferred Stock were
convertible on the date on
which such automatic conversion occurred, together with cash in lieu of any
fraction of a share as provided above. All certificates evidencing shares of
Class B Preferred Stock which are required to be surrendered for conversion in
accordance with the provisions hereof shall, from and after the mandatory
conversion date, be deemed to have been retired and cancelled and the shares of
Class B Preferred Stock represented thereby converted into Common Stock for all
purposes, notwithstanding the failure of the holder or holders thereof to
surrender such certificates on or prior to such date. Such converted Class B
Preferred Stock may not be reissued as shares of Class B Preferred Stock, and
the Corporation may thereafter take such appropriate action (without the need
for stockholder action) as may be necessary to reduce the authorized number of
shares of Class B Preferred Stock accordingly.
(k) Reservation of Common Stock Issuable upon Conversion. The Corporation shall,
promptly after the issuance of Class B Preferred Stock, take action and solicit
consents as necessary to arrange for sufficient shares of Common Stock to become
available to accommodate the conversion of all outstanding shares of Class B
Preferred Stock.
6. No Reissuance of Class B Preferred Stock. No share or shares of Class B
Preferred Stock acquired by the Corporation by reason or redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
canceled, retired and eliminated from the shares which the Corporation shall be
authorized to issue.
7. Modification or Amendment. Except as otherwise specifically provided herein,
this Certificate of Designation may be amended by the Corporation in the same
manner and with the same voting requirements as is required to amend the
Articles.