EXHIBIT 3.6 - CERTIFICATE OF CORRECTION OF CERTIFICATE OF DESIGNATIONS OF THE
SERIES A CONVERTIBLE PREFERRED STOCK, DATED MAY 5, 2003
CERTIFICATE OF CORRECTION OF
CERTIFICATE OF DESIGNATIONS
OF THE
SERIES A CONVERTIBLE PREFERRED STOCK
(PAR VALUE $.01 PER SHARE)
OF
TECHTEAM GLOBAL, INC.
TECHTEAM GLOBAL, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware, hereby certifies that:
1. The name of the corporation is TechTeam Global, Inc. (the
"Company").
2. The Certificate of Designations of the Series A Convertible
Preferred Stock (Par Value $.01 Per Share) of the Company, which was filed by
the Secretary of State of Delaware on April 7, 2003, is hereby corrected.
3. The inaccuracy to be corrected in said instrument is as
follows:
Section 9 of the Certificate of Designations inaccurately
omitted language providing that no adjustments shall be made to the
conversion rights of the Series A Convertible Preferred Stock under
Section 9 or otherwise under the Certificate of Designations as a
result of any issuance by the Company of shares of its common stock,
$.01 par value per share, or other securities pursuant to that certain
Rights Agreement, dated May 6, 1997, between the Company and U.S. Stock
Transfer Corporation, as may be amended from time to time.
4. The portion of the instrument in corrected form is as follows:
"Section 9. Conversion. The Series A Preferred Stock shall,
prior to the payment or declaration of a Liquidation Preference, be
convertible into Common Stock as follows:
(a) Right to Convert. Each share of Series A Preferred
Stock shall be convertible, at the option of the holder thereof, at any
time after the first anniversary of the initial issuance thereof, into
that number of shares of Common Stock determined by dividing (i) $7.25
by (ii) the Conversion Price (as hereinafter defined). Notwithstanding
the foregoing sentence, (A) no holder of Series A Preferred Stock may
convert fewer than 70,000 shares of Series A Preferred Stock at any one
time (unless such holder holds less than 70,000 shares of Series A
Preferred Stock in which case such holder may only convert the entire
amount of shares of Series A Preferred Stock then held), and (B) the
conversion rights set forth in this Section 9(a) shall be subject to
the restrictions set forth in Section 12(b) below. A holder of shares
of Series A Preferred Stock may exercise the conversion right as to any
shares of Series A Preferred Stock by delivering to the Company, during
regular business hours, or to the office of any transfer agent of the
Company for the Common Stock or at such other office or agency as may
be designated by the Company in writing to the holders of Series A
Preferred Stock, the certificate or certificates for the shares to be
converted, duly endorsed in blank or assigned to the Company, and
accompanied by written
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notice stating that the holder elects to convert such shares.
Conversion shall be deemed to have been effected on the date when such
written notice and the endorsed stock certificate or certificates are
received by the Company (the "Optional Conversion Date"). Upon any
conversion pursuant to this Section 9(a), any accrued but unpaid
dividends shall be paid in cash.
(b) Conversion Price. The conversion price ("Conversion
Price") shall initially be $7.25. The Conversion Price shall be subject
to adjustment as provided in Sections 9(c) and (e) below.
(c) Adjustment Upon Common Stock Event. Upon the
happening of a Common Stock Event (as hereinafter defined), the
Conversion Price of the Series A Preferred Stock shall, simultaneously
with the happening of such Common Stock Event, be adjusted by
multiplying the Conversion Price of the Series A Preferred Stock in
effect immediately prior to such Common Stock Event by a fraction, (i)
the numerator of which shall be the number of shares of Common Stock
issued and outstanding immediately prior to such Common Stock Event,
and (ii) the denominator of which shall be the number of shares of
Common Stock issued and outstanding immediately after such Common Stock
Event, and the product so obtained shall thereafter be the Conversion
Price for the Series A Preferred Stock. The Conversion Price for the
Series A Preferred Stock shall be readjusted in the same manner upon
the happening of each subsequent Common Stock Event. As used herein,
the term "Common Stock Event" shall mean (i) the issuance by the
Company of additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock, (ii) a subdivision of the
outstanding shares of Common Stock into a greater number of shares of
Common Stock, or (iii) a combination of the outstanding shares of
Common Stock into a smaller number of shares of Common Stock; provided,
however, that the issuance by the Company of shares of Common Stock or
other securities, ranking junior to the Series A Preferred Stock,
pursuant to that certain Rights Agreement, dated May 6, 1997, between
the Company and U.S. Stock Transfer Corporation, as may be amended from
time to time (the "Rights Agreement"), shall not constitute a Common
Stock Event.
(d) Adjustment for Reclassification, Exchange and
Substitution. If at any time or from time to time after the original
date of issuance of the shares of Series A Preferred Stock (the
"Original Issue Date") the Common Stock issuable upon the conversion of
the Series A Preferred Stock is changed into the same or a different
number of shares of any class or classes of stock, whether by
recapitalization, reclassification, substitution or otherwise (other
than by a Common Stock Event, pursuant to the Rights Agreement or a
reorganization, merger, consolidation or sale of assets provided for
elsewhere in this Section 9), then in any such event each holder of
Series A Preferred Stock shall have the right thereafter to convert
such stock into the kind and amount of stock and other securities and
property receivable upon such recapitalization, reclassification or
other change by holders of the number of shares of Common Stock into
which such shares of Series A Preferred Stock could have been converted
immediately prior to such recapitalization, reclassification or change,
all subject to further adjustment as provided herein or with respect to
such other securities or property by the terms thereof.
(e) Dilutive Issuance. If at any time or from time to
time after the Original Issue Date the Company issues or sells, or is
deemed by the provisions of this Section 9(e) to have issued or sold,
Additional Shares of Common Stock (as hereinafter defined), otherwise
than in connection with a Common Stock Event as provided in Section
9(c) or a recapitalization, reclassification, substitution or other
change as provided in Section 9(d), for a purchase price per share that
is less than the Conversion Price for the Series A Preferred Stock in
effect immediately prior to such issue or sale (a "Dilutive Issuance"),
then, and in each such case, the Conversion Price for the Series A
Preferred Stock shall be reduced, as of the close of business on the
date of such issue or sale, to the price obtained by multiplying such
Conversion Price by a fraction:
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(i) The numerator of which shall be the sum of
(A) the number of Common Stock Equivalents Outstanding (as
hereinafter defined) immediately prior to such issue or sale
of Additional Shares of Common Stock plus (B) the quotient
obtained by dividing the Aggregate Consideration Received (as
hereinafter defined) by the Company for the total number of
Additional Shares of Common Stock so issued or sold by the
Conversion Price for the Series A Preferred Stock in effect
immediately prior to such issue or sale; and
(ii) The denominator of which shall be the sum of
(A) the number of Common Stock Equivalents Outstanding
immediately prior to such issue or sale plus (B) the number of
Additional Shares of Common Stock so issued or sold (or deemed
so issued and sold).
(f) Certain Definitions. For the purpose of making any
adjustment required under this Section 9:
(i) "Additional Shares of Common Stock" shall
mean all shares of Common Stock issued by the Company, or
issuable upon conversion or exercise of any Convertible
Securities, Rights or Options issued by the Company, whether
or not subsequently reacquired or retired by the Company,
other than: (i) shares of Common Stock issued or issuable upon
conversion of Series A Preferred Stock; (ii) shares of Common
Stock issued upon conversion or exchange of any existing
convertible securities or exercise of any existing warrants or
options; (iii) shares of Common Stock issued or issuable as a
dividend or distribution on the Series A Preferred Stock; (iv)
shares of Common Stock or options, warrants, convertible
securities or other rights to acquire shares of Common Stock
issued or issuable pursuant to the Company's existing stock
plans and option plans, or any future plans approved by vote
of the Company's Common Stock; (v) shares of Common Stock
issued in connection with a merger or acquisition of all or
substantially all of the assets of a third party; or (vi)
shares of Common Stock or other securities, ranking junior to
the Series A Preferred Stock, issued by the Company pursuant
to the Rights Agreement;
(ii) The "Aggregate Consideration Received" by
the Company for any issue or sale (or deemed issue or sale) of
securities shall (i) to the extent it consists of cash, be
computed at the gross amount of cash received by the Company
before deduction of any underwriting or similar commissions,
compensation or concessions paid or allowed by the Company in
connection with such issue or sale and without deduction of
any expenses payable by the Company; (ii) to the extent it
consists of property other than cash, be computed at the fair
value of that property as determined in good faith by the
Board of Directors of the Company; and (iii) if Additional
Shares of Common Stock, Convertible Securities or Rights or
Options to purchase either Additional Shares of Common Stock
or Convertible Securities are issued or sold together with
other stock or securities or other assets of the Company for a
consideration which covers both, be computed as the portion of
the consideration so received that may be reasonably
determined in good faith by the Board of Directors of the
Company to be allocable to such Additional Shares of Common
Stock, Convertible Securities or Rights or Options;
(iii) "Common Stock Equivalents Outstanding" shall
mean the number of shares of Common Stock that is equal to the
sum of (A) all shares of Common Stock of the Company that are
outstanding at the time in question, plus (B) all shares of
Common Stock of the Company issuable upon conversion of all
shares of Series A Preferred Stock or other Convertible
Securities that are outstanding at the time in question, plus
(C) all shares of Common Stock of the Company that are
issuable upon the exercise of Rights or Options that are
outstanding at the time in question assuming the full
conversion or exchange into Common Stock of all such Rights or
Options that are Rights or Options to purchase or
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acquire Convertible Securities into or for Common Stock;
(iv) "Convertible Securities" shall mean stock
(excluding the Series A Preferred Stock) or other securities
convertible into or exchangeable for shares of Common Stock;
(v) The "Effective Price" of Additional Shares
of Common Stock shall mean the quotient determined by dividing
the total number of Additional Shares of Common Stock issued
or sold, or deemed to have been issued or sold, by the Company
under this Section 9, into the Aggregate Consideration
Received, or deemed to have been received, by the Company
under this Section 9, for the issue of such Additional Shares
of Common Stock; and
(vi) "Rights or Options" shall mean warrants,
options or other rights to purchase or acquire Additional
Shares of Common Stock or Convertible Securities.
(g) Coordination with Rights Agreement. For the avoidance
on any doubt, no adjustments shall be made under this Section 9 as a
result of any issuance by the Company of shares of Common Stock or
other securities, ranking junior to the Series A Preferred Stock,
pursuant to the Rights Agreement."
****
IN WITNESS WHEREOF, the Company has caused this Certificate of
Corrections to be signed and executed in its corporate name by William F. Coyro,
its President and Chief Executive Officer, as of this 5th day of May 2003.
TECHTEAM GLOBAL, INC.
By: /s/ William F. Coyro, Jr.
--------------------------------------
William F. Coyro, Jr.
President and Chief Executive Officer
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