RESOURCES OF THE PACIFIC CORPORATION
Certificate of Designation, Preferences and Rights
of a Series of 15,000 Shares of Preferred Stock,
$.001 Par Value, Designated
"Series A 12% Preferred Stock"
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Resources of the Pacific Corporation, a Nevada Corporation (the
"Corporation"), by way of this Certificate of Designation, Preferences and
Rights (as it may hereafter be amended, modified or supplemented upon vote of
the Board of Directors of the Corporation and approval of all holders of Series
A 12% Convertible Preferred Stock, as such term is hereinafter defined, this
("Certificate") certifies that, pursuant to the authority expressly vested in
the Board of Directors by Article IV of the Corporation's Restated Articles of
Incorporation, and in accordance with the provisions of Section 78.195 of the
Nevada Revised Statutes, the Board of Directors of the Corporation has duly
adopted the following resolutions creating a series of its Preferred Stock
designated as Series A 12% Convertible Preferred Stock:
RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation by the provisions of
Article IV of the Articles of Incorporation of the Corporation, as amended,
this Board of Directors hereby creates a series of Preferred Stock, $.001
par value, and this Board of Directors hereby fixes the designation and the
voting power, preferences and rights, and the qualifications, limitations
or restrictions thereof, of the shares of such series (in addition to the
powers, preferences and rights, and the qualifications, limitations or
restrictions thereon, set forth in the Articles of Incorporation, as
amended, which are applicable to all series of Preferred Stock of the
Corporation) as follows:
Fifteen thousand (15,000) shares of Preferred Stock, par value $.001 per
share, of the Corporation are hereby constituted as a series of Preferred
Stock designated as Series A 12% Convertible Preferred Stock (the "Series A
12% Convertible Preferred Stock") with the voting powers and the
preferences and rights hereinafter set forth:
SECTION 1. DIVIDENDS. The holders of shares of Series A 12% Convertible
Preferred Stock (the "Preferred Shares") shall be entitled to receive out of
the assets of the Corporation legally available for dividends a dividend of
$120 per share per year payable semi-annually in cash or in stock (at $1.50 per
share), at the Corporation's option, on November 15 and May 15 of each year.
SECTION 2. LIQUIDATION PREFERENCE. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or involuntary, the holders of the Preferred Shares shall be entitled to be
paid first out of the assets of the Corporation available for distribution to
holders of the Corporation's capital stock of all classes an amount equal to
$1,000.00 per share of Series A 12% Convertible Preferred Stock, and no more,
before any distribution shall be made to the holders of the Common Stock or any
other class of capital stock or series thereof ranking junior to the Preferred
Shares with respect to the distribution of assets. If the assets of the
Corporation shall be insufficient to permit the payment in full to the holders
of the Preferred Shares of the amounts thus distributable, then the entire
assets of the Corporation available for such distribution shall be distributed
ratably among the holders of the Preferred Shares in proportion to the full
preferential amount each such holder is otherwise entitled to receive.
SECTION 3. VOTING RIGHTS. The holders of the Preferred Shares shall have
no right to vote with respect to matters requiring the vote of the holders of
the Corporation's capital stock except as set forth below. Without the approval
of holders of a majority of the outstanding Preferred Shares, the Corporation
shall not (a) authorize, create or issue any shares of any class or series
ranking senior to the Preferred Shares as to liquidation rights, (b) amend,
alter or repeal, by any means, the Certificate of Incorporation if the powers,
preferences, or special rights of the Preferred Shares would be adversely
affected, or (c) become subject to any restriction on the Preferred Shares,
other than restrictions arising solely under the General Corporation Law of the
State of Nevada or existing under the Certificate of Incorporation as in effect
on December 31, 1995.
SECTION 4. REDEMPTION. Preferred Shares shall be subject to redemption,
at the option of the Corporation, in whole or in part, on ten (10) days written
notice, at any time(s) after December 31, 1997 at a price equal to $1,000 per
share plus any accrued dividends.
SECTION 5. CONVERSION. (a) The holder of any Preferred Shares shall
have the right, at his option on delivery to the Corporation of written notice
and upon surrender of such shares to the Corporation, to convert part or all of
the Preferred Shares held into shares of Common Stock of the Corporation. In
the event the holder of any Preferred Shares has not notified the Corporation
of his election to convert the Preferred Shares into Common Stock on the terms
set forth herein on or before December 31, 1997, the right of the holders of
such Preferred Shares to convert the same into Common Stock shall expire,
provided, however, that all Preferred Shares remaining outstanding at such date
shall, at the option of the Corporation, be converted into Common Stock of the
Corporation on the terms set forth herein on such date.
(b) Conversion of the Preferred Shares shall be subject to the following
limitation: the outstanding Preferred Shares will become eligible for
conversion on or after the date which is 45 days after the closing date of the
purchase of such Preferred Shares (the "Closing Date"). Each conversion shall
be effected by surrendering the certificate(s) evidencing the Preferred Shares
to be converted to the Company with the form of conversion certificate executed
by the holder thereof as to all or a specified portion of the shares evidenced
by such certificate (subject to the limitations set forth above and provided
that conversions will not be permitted for Preferred Shares having an aggregate
liquidation preference of less than $100,000 except as may be required by the
foregoing limitation on conversion) and accompanied, if required by the
Company, by proper assignment in blank. The date of execution of such
certificate and delivery by facsimile to the Company at (713) 655-0018, shall
be deemed to the be "conversion date", provided that certificates evidencing
the shares so converted are delivered within three (3) business days to the
Company or its designated agent.
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(c) The number of shares of Common Stock issuable upon conversion of each
share of Series A 12% Convertible Preferred Stock shall equal the number of
shares of Preferred Shares to be converted multiplied by one thousand (1,000)
and divided by $1.50.
(d) Neither fractional shares, nor scrip or other certificates evidencing
such shares, shall be issued by the Corporation on conversion of the Preferred
Shares as herein provided, but the Corporation shall round to the nearest whole
number the number of shares issuable in such event.
(e) Preferred Shares so converted shall be restored to the status of
authorized but unissued shares.
(f) The Corporation will reserve from its authorized and unissued shares
of Common Stock, and shall increase the number of reserved shares from time to
time, a number of shares sufficient to permit conversion of the Preferred
Shares.
IN WITNESS WHEREOF, Resources of the Pacific Corporation has caused this
Certificate to be duly executed and attested effective as of the 17th day of
May, 1996.
RESOURCES OF THE PACIFIC CORPORATION
BY (SIGNATURE) /s/ John Henry Brebbia
(NAME AND TITLE) John Henry Brebbia, Secretary
ATTEST:
/s/ John Henry Brebbia
John Henry Brebbia
Secretary
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STATE OF )
)
COUNTY OF )
I, , a Notary Public, do hereby certify that
on this day of May, 1996, personally appeared before me,
who, being by me first duly sworn declared that he is the
of RESOURCES OF THE PACIFIC CORPORATION, that he signed the foregoing document
as of the corporation, and that the statements therein
contained are true and correct.
/s/ Linda N. Walker
Linda N. Walker
Notary Public in and for the
State of Nevada
Printed Name of Notary Public
Linda N. Walker
My Commission Expires: 2-2-98
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