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EXHIBIT 4.19
CERTIFICATE OF DETERMINATION
OF THE SERIES E PREFERRED STOCK
OF
DOVE ENTERTAINMENT, INC.
We, Michael Viner and Deborah Raffin, certify that:
1. We are the President and Secretary, respectively, of Dove
Entertainment, Inc., a California corporation (the "Corporation").
2. The number of shares of Series E Preferred Stock is 1,500, none of
which has been issued.
3. The Board of Directors of the Corporation duly adopted the following
resolution:
WHEREAS, Article IV of the Articles of Incorporation of the
Corporation, as amended, authorizes the Preferred Stock of the Corporation to be
issued in series and authorizes the Board of Directors of the Corporation to
determine the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and to fix the number
of shares and designation of any such series;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the
Corporation does hereby establish a series of Preferred Stock which shall be
designated Series E Preferred Stock, the maximum number of shares of which shall
be 1,500, which shall have the following rights, preferences, privileges and
restrictions:
1. Voting. Except as may be otherwise provided by law, holders of the
Series E Preferred Stock shall not have any voting rights.
2. Liquidation. Upon the dissolution and liquidation of the Corporation
and prior to the distribution of any assets of the Corporation to the holders of
all classes of Common Stock ("Common Stock") and any other class of stock
ranking junior to the Series E Preferred Stock, the assets remaining after the
payment of all debts and liabilities of the Corporation shall be distributed to
the holders of the Series E Preferred Stock, to the extent available, in an
amount equal to $1,000.00 per share of Series E Preferred Stock (the "Stated
Value"), but if the funds available therefor are insufficient, then to the
holders of Series E Preferred Stock (together with any other Preferred Stock
ranking equally in the event of liquidation with the Series E Preferred
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Stock) on a pro-rata basis. The Stated Value shall be paid to the holders of
Series E Preferred Stock before the holders of Common Stock and any other class
of stock ranking junior to the Series E Preferred Stock are entitled to receive
any payment or distribution of cash, securities or other property with respect
to such shares following the dissolution or liquidation of the Corporation.
Notwithstanding the foregoing, the amounts to which the holders of Series E
Preferred Stock shall be entitled shall be equitably adjusted to take account of
any stock splits, stock dividends, recapitalizations, reorganizations or other
transactions affecting the number of shares of Series E Preferred Stock
outstanding as a class.
The Series E Preferred Stock shall be junior to the Company's
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock with respect to liquidation and dividends.
3. Conversion Rights. The holders of the Series E Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):
a. Conversion. The holders of Series E Preferred Stock shall
have the right to convert each of such shares at any time following the release
of such shares from escrow in accordance with the Escrow Agreement between the
Corporation and the initial holders of the Series E Preferred Stock of even date
herewith (the "Escrow Agreement") (provided that such date shall be no earlier
than six months after issuance) into such number of shares of Common Stock of
the Corporation (the "Conversion Shares") calculated by dividing $1,000.00 by
the then applicable Conversion Price. The Conversion Price shall be deemed to be
the average of the Closing Prices for the five (5) consecutive days upon which
the principal trading market for the Common Stock prior to the date such shares
of Series E Preferred Stock are released from escrow in accordance with the
Escrow Agreement. The Closing Price for any day shall be the average of the
reported closing bid and asked prices regular way on NASDAQ, or if the Common
Stock is listed or admitted to trading on a national securities exchange, the
last reported sales prices regular way, or if the Common Stock is quoted on the
NASDAQ National Market ("NNM"), the closing sale price, or if not so quoted, as
reasonably determined by the Board of Directors of the Corporation.
b. Mechanics of Conversion. Before any holder of Series E
Preferred Stock shall be entitled to receive certificates evidencing Conversion
Shares into which Series E Preferred Stock have been converted, such holder
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for such stock, and shall
give written notice to the Corporation at such office that such holder wishes to
receive certificates evidencing the Conversion Shares and shall state therein
the name or names in which such holder wishes the certificate or certificates
for shares of Conversion Shares to be issued. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of
Series E Preferred Stock, a certificate or certificates for the number of shares
of
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Conversion Shares to which such holder shall be entitled as aforesaid. The
person or persons entitled to receive the shares of Conversion Shares issuable
upon such conversion shall be treated for all purposes as the record holder or
holders of such shares of Conversion Shares on the date of conversion into such
Conversion Shares.
c. Reservation of Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of Series E Preferred Stock, such number of its shares
of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series E Preferred Stock, and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of Series
E Preferred Stock, the Corporation will take such action as may, in the opinion
of its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.
4. Dividends. Except for payment of the Stated Value upon liquidation
of the Corporation and as otherwise required by law, the holders of Series E
Preferred Stock shall be not be entitled to receive any dividends in respect
thereof.
5. Redemption by the Corporation.
a. Right of Redemption. The Series E Preferred Stock may be
called for redemption and redeemed for cash at the option of the Corporation by
resolution of the Board of Directors, in whole or in part, at any time 30 days
after the expiration or termination of the Escrow Agreement (provided that at
such time the Common Stock underlying the Series E Preferred Stock may be
disposed of by each holder whose Series E Preferred Stock is called for
redemption pursuant to an effective registration statement or sold publicly
without registration under the Securities Act of 1933, as amended). In the case
of a partial redemption, the shares of Series E Preferred Stock to be so
redeemed shall be determined by the Board of Directors at its discretion.
b. Redemption Price. The redemption price per share of Series
E Preferred Stock to be paid upon a redemption under this Section 5 shall be
equal to eighty percent (80%) of the Stated Value thereof.
c. Redemption Notice. Notice of redemption of any shares of
Series E Preferred Stock pursuant to this Section 5 shall be given by the
Corporation by first-class mail, not less than 30 nor more than 60 days prior to
the date fixed by the Board of Directors of the Corporation for redemption, to
the holders of record of the Series E Preferred Stock at their respective
addresses than appearing on the records of the Corporation. The notice of the
redemption shall state: the redemption date, the redemption price, that on the
redemption date the redemption price will become due and payable upon each date
the redemption price will become
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due and payable upon each share of Series E Preferred Stock, and the place where
such shares of Preferred Stock to be redeemed are to be surrendered for payment
of the redemption price.
6. Protective Provisions. The Corporation shall not without first
obtaining the approval (by vote or written consent) of the holders of at least a
majority of the then outstanding shares of Series E Preferred Stock (voting as a
separate class):
a. alter or change the rights, preferences or privileges of
the shares of Series E Preferred Stock so as to affect adversely such shares;
b. amend its Articles of Incorporation in any respect so as to
adversely affect the shares of Series E Preferred Stock, except that the
Corporation may authorize and increase the number of authorized shares of Common
Stock; or
c. increase the number of authorized shares of Series E
Preferred Stock.
7. Effect of Acquisition of Preferred Stock by Corporation. All shares
of Series E Preferred Stock acquired by the Corporation by reason of redemption,
purchase or otherwise shall be canceled and cease to be outstanding and shall
have the status of authorized but unissued shares of undesignated preferred
stock.
[Signatures on the next page]
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We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge. Executed as of the 9th day of June, 1997 in Los
Angeles, California.
/s/ MICHAEL VINER
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Michael Viner
President
/s/ DEBORAH RAFFIN
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Deborah Raffin
Secretary
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