Exhibit 3.1
CERTIFICATE OF DESIGNATION
OF
SERIES A REDEEMABLE PREFERRED STOCK
OF
PLANGRAPHICS, INC.
(Pursuant to Section 7-106-102 of the
Colorado Revised Statutes)
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PlanGraphics, Inc., a Company organized and existing under the laws of the
State of Colorado (the "Company"), hereby certifies that, pursuant to the
authority vested in the Board of Directors of the Company (the "Board") by
the Articles of Incorporation of the Company (the "Articles of
Incorporation"), as amended, the following resolution was adopted on August
16, 2006 by the Board pursuant to Section 7-106-102 of the Colorado Revised
Statutes:
RESOLVED, that pursuant to the authority granted to and vested in the Board in
accordance with the provisions of the Articles of Incorporation, as amended,
the Series A 6% Cumulative Convertible Redeemable Preferred Stock,
$.001 par value, previously designated by the Board, no shares of which have
been granted by the Company, shall be amended and shall have the
following designations and number thereof, powers, preferences, rights,
qualifications, limitations and restrictions:
1. Designation and Number of Shares. There shall hereby be created and
established a series of Preferred Stock designated as "Series A 12% Redeemable
Preferred Stock" (the "Series A Preferred Stock"). The authorized number of
shares of Series A Preferred Stock shall be 500.
2. Definitions.
"Common Stock" means the Company's common stock, no par value.
"Junior Stock" means all equity securities of the Company to which the
Series A Preferred Stock ranks senior to, whether with respect to
dividends, rights upon liquidation, dissolution, winding up or
otherwise, including the Common Stock.
"Series A Original Issue Date" means August 21, 2006.
"Series A Original Issue Price" means $1,000.00 per share.
3. Voting Rights. The holders of Series A Preferred Stock shall not be
entitled to any voting rights, except as may be required by law.
4. Dividends. The holders of the Series A Preferred Stock shall have the
following rights with respect to dividends on the Series A Preferred Stock:
(a) Dividend Amount. Each holder of Series A Preferred Stock, in
preference to the holders of Junior Securities, shall be entitled to receive
cumulative dividends in cash, equal to the rate of twelve percent (12%) per
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annum of the sum of the Series A Original Issue Price of each outstanding share
of Series A Preferred Stock (as adjusted for any stock dividends, combinations,
splits, recapitalizations and the like with respect to such shares). Such
dividends shall accrue from the Series A Original Issue Date and shall be
payable in arrears on February 17, 2007 and quarterly thereafter of (each, a
"Series A Dividend Payment Date"). All accrued and unpaid dividends shall be
paid when and if declared by the Board or upon redemption of the Series A
Preferred Stock, as described in Section 6. Dividends payable on shares of
Series A Preferred Stock shall be cumulative; therefore, if a full or partial
dividend on the shares of Series A Preferred Stock with respect to any Series A
Dividend Payment Date is not declared and paid by the Board, the Company shall
remain obligated to pay a full dividend with respect to that period, whether or
not there were profits, surplus or other funds of the Company legally available
for the payment of dividends.
(b) Priority of Dividend. So long as any shares of Series A Preferred
Stock shall be outstanding, no dividend, whether in cash or property, shall be
paid or declared, nor shall any other distribution be made, on any Junior
Securities, nor shall any shares of any Junior Securities of the Company be
purchased, redeemed, or otherwise acquired for value by the Company until all
accumulated but unpaid dividends on the Series A Preferred Stock shall have been
paid or declared and set apart.
(c) Exclusive Rights to Dividends. Other than the dividends set forth
above, the holders of the Series A Preferred Stock shall have no right to
participate in any dividend paid to the holders of Junior Securities, including
any distribution or dividend in cash, assets, indebtedness, capital stock of the
Company's subsidiaries or any other similar dividend or distribution.
5. Liquidation Rights.
(a) Liquidation Preference. In the event of any liquidation,
dissolution or winding up of the Company (whether voluntary or involuntary) (a
"Liquidation"), the assets of the Company available for distribution to its
stockholders, whether from capital, surplus or earnings (the "Available
Assets"), shall be distributed, before any distribution of assets shall be made
to the holders of any Junior Securities, to the holders of the Series A
Preferred Stock. Each share of Series A Preferred Stock then outstanding shall
be entitled to be paid out of the Available Assets an amount per share equal to
the Series A Original Issue Price, as adjusted for stock splits, dividends,
combinations or other recapitalization of the Series A Preferred Stock, plus all
accrued (whether or not yet accumulated) and unpaid dividends on such share up
to the date of distribution of the Available Assets (such amount, the "Series A
Liquidation Preference"). If, upon the occurrence of a Liquidation, the
Available Assets are insufficient to pay the holders of shares of Series A
Preferred Stock the entire amount of the Liquidation Preference, then the
holders of shares of the Series A Preferred Stock shall share on a pro rata
basis in the distribution of the entire Available Assets based upon the
aggregate proportion of the Series A Preferred Stock held by each such holder.
(b) Notice. The Company will send a written notice of a Liquidation to
the holders of record of the Series A Preferred Stock, stating a payment date,
the Series A Liquidation Preference and the place where the Series A Liquidation
Preference will be paid, using any of the following delivery methods: (i) in
person; (ii) mailed by certified or registered mail, return receipt requested;
(iii) sent by national courier; or (iv) sent by facsimile, not less than 5 days
prior to the payment date stated therein. The notice will be addressed to each
holder at its address as shown by the records of the Company.
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6. Redemption.
(a) At Holder's Option. On, or at any time, or from time to time,
after, February 17, 2007, each holder of shares of Series A Preferred Stock may
require the Company to redeem (a "Series A Redemption"), from any source of
funds legally available therefore, all or a portion of the outstanding shares of
Series A Preferred Stock held by such holder (a "Series A Redemption Request").
Subject to Section 6(d), on the date of a Series A Redemption (the "Series A
Redemption Date"), which shall be not less than thirty (30) days or more than
sixty (60) days after the Company's receipt of a Series A Redemption Request,
the Company shall pay to each holder of Series A Preferred Stock who has
submitted a Series A Redemption Request, in exchange for the shares of Series A
Preferred Stock to be redeemed, an amount per share in cash equal to the Series
A Original Issue Price per share, as adjusted for stock splits, dividends,
combinations or other recapitalization of the Series A Preferred Stock including
any accrued but unpaid dividends on such shares (the "Series A Redemption
Price").
(b) At Company's Option. On, or at any time, or from time to time,
after, August 21, 2007, the Company shall have the option to redeem (a "Series A
Redemption"), from any source of funds legally available therefore, all or a
portion of the outstanding shares of Series A Preferred Stock. Subject to
Section 6(d), on a Series A Redemption Date, the Company shall pay to each
holder of Series A Preferred Stock, in exchange for the shares of Series A
Preferred Stock to be redeemed, an amount per share in cash equal to the Series
A Redemption Price.
(c) Mechanics of Redemption. Except as provided in Section 6(d), on or
before a Series A Redemption Date, each holder of shares of Series A Preferred
Stock to be redeemed shall surrender to the Company the certificate(s)
representing the shares of Series A Preferred Stock to be redeemed and thereupon
the aggregate Series A Redemption Price for such shares shall be payable to the
order of the person whose name appears on such certificate(s) as the owner
thereof, and each surrendered certificate shall be canceled by the Company. In
the event that the Company redeems less than all of the shares represented by
such certificate(s), the Company shall issue a new certificate to the person
whose name appears on such certificate(s) as the owner thereof, representing the
unredeemed shares of Series A Preferred Stock.
(d) Funds for Redemption. If the Company does not have sufficient
funds legally available on a Series A Redemption Date to redeem all of the
shares of Series A Preferred Stock required to be redeemed pursuant to a
holder's request made under Section 6(a), the Company shall redeem the maximum
possible number of shares of Series A Preferred Stock, allocated ratably among
the holders of such shares of Series A Preferred Stock to be redeemed based on
their holdings of Series A Preferred Stock. The shares of Series A Preferred
Stock not redeemed shall remain outstanding and shall be entitled to all of the
rights, preferences and privileges provided for herein. At any time thereafter
when additional funds of the Company are legally available for the redemption of
shares of Series A Preferred Stock, such funds will immediately be used to
redeem the balance of the shares which the Company has become obligated to
redeem on any Redemption Date but which it has not redeemed.
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(e) Priority. No other securities of the Company may be redeemed prior
to the redemption in full of the Series A Preferred Stock.
7. No Reissuance of Series A Preferred Stock. No share or shares of Series
A Preferred Stock acquired by the Company by reason of redemption, purchase or
otherwise shall be reissued, and all such shares of Series A Preferred Stock
shall be cancelled, retired and eliminated from the shares of Series A Preferred
Stock which the Company shall be authorized to issue. Any such shares of Series
A Preferred Stock acquired by the Company shall have the status of authorized
and unissued shares of Preferred Stock issuable in undesignated series and may
be redesignated and reissued in any series other than as Series A Preferred
Stock.
8. Registered Holders. A holder of Series A Preferred Stock registered on
the Company's stock transfer books as the owner of shares of Series A Preferred
Stock shall be treated as the owner of such shares for all purposes. All notices
and all payments required to be mailed to a holder of shares of Series A
Preferred Stock shall be mailed to such holder's registered address on the
Company's stock transfer books, and all dividends and redemption payments to a
holder of Series A Preferred Stock made hereunder shall be deemed to be paid in
compliance hereof on the date such payments are deposited into the mail
addressed to such holder at his registered address on the Company's stock
transfer books.
9. Headings of Subdivisions. The headings of the various subdivisions
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.
10. Severability of Provisions. If any right, preference or limitation of
the Series A Preferred Stock set forth herein (as may be amended) from time to
time is invalid, unlawful or incapable of being enforced by reason of any rule
of law or public policy, such right, preference or limitation (including,
without limitation, the dividend rate) shall be enforced to the maximum extent
permitted by law and all other rights, preferences and limitations set forth
herein (as so amended) which can be given effect without the invalid, unlawful
or unenforceable right, preference or limitation herein set forth shall be
deemed dependent upon any other such right, preference or limitation unless so
expressed herein.
IN WITNESS WHEREOF, the undersigned, being the Vice President of the Company,
has executed this Certificate of Designation as of August 18, 2006.
PLANGRAPHICS, INC.
By: /S/ Fred Beisser
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Name: Frederick G. Beisser
Title: Senor Vice President - Finance
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