EXHIBIT 4.3
CAVALCADE OF SPORTS MEDIA, INC.
Certificate of Designation, Powers, Preferences and Rights
of the
ChangeBridge Acquisition Series of Convertible Preferred Stock
Par Value and Stated Capital $.001 Per Share
Liquidation Value $.001 Per Share
____________________
Pursuant to Section 78.1955 of the
Corporation Law of the State of Nevada
____________________
The undersigned, President of CAVALCADE OF SPORTS MEDIA,
INC., a Nevada Corporation (hereinafter called the "Company") does
hereby certify as required by NRS 78.1955 that the following
resolution has been duly adopted by the Board of Directors of the
Company:
RESOLVED, that pursuant to authority expressly granted to and
vested in the Board of Directors of the Company (the "Board of
Directors") by the provisions of the Certificate of Incorporation,
as amended (hereinafter the "Certificate of Incorporation") of the
Company, there hereby is created, out of the 10,000,000 shares of
preferred stock of the Company authorized in Article III of its
Certificate of Incorporation as amended (the "Preferred Stock"), a
series of 100,000 shares, which series shall have the following
designations, powers, preferences, rights, qualifications,
limitations and restrictions (in addition to the designations,
powers, preferences, rights, qualifications, limitations and
restrictions set forth in the Certificate of Incorporation of the
Company which are applicable to the Preferred Stock):
1. DESIGNATION.
The designation of the said series of the Preferred Stock
shall be the "The ChangeBridge Acquisition Series of Convertible
Preferred Stock" (the "ChangeBridge Acquisition Series"). This
series shall be of equal rank to the Company's Global Golf
1
Acquisition Series, Global Golf Funding Series, Global
Golf-Rivercrest Series, and ChangeBridge Funding Series.
2. NUMBER OF SHARES; PAR VALUE.
The number of shares of the ChangeBridge Acquisition Series
shall be limited to 100,000. The shares of the ChangeBridge
Acquisition Series shall be issued as full shares and shall have a
par value of one-tenth of a cent ($.001) per share and a stated
capital of one-tenth of a cent ($.001) per share.
3. DIVIDENDS.
(a) The holders of the ChangeBridge Acquisition Series
shall be entitled to receive, out of any funds of ChangeBridge
Television, Inc., (a wholly-owned subsidiary of the Company) at
the time legally available for the declaration of dividends, a
dividend equivalent to that declared and/or paid with respect to
the shares of the Common Stock of ChangeBridge Television, Inc.,
except that each share of the ChangeBridge Acquisition Series
shall receive one one hundredth (1/100) times the dividend payable
with respect to each share of the Common Stock of ChangeBridge
Television, Inc. There shall be no duty imposed on ChangeBridge
Television, Inc. to declare any dividend, regardless of the funds
legally available for the declaration of a dividend; it being the
intent that the shares of the ChangeBridge Acquisition Series be
entitled to a dividend only if a dividend is declared with respect
to the Common Stock of ChangeBridge Television, Inc.
(b) Unless specifically declared as payable to the holders of
the ChangeBridge Acquisition Series, the holders of the
ChangeBridge Acquisition Series shall not be entitled to receive
any dividend otherwise declared payable out of the funds of the
Company at the time legally available for the declaration of
2
dividends; the payment of required dividends being limited to
those circumstances where ChangeBridge Television, Inc. declares a
dividend on its Common Stock.
4. LIQUIDATION.
In the event of a liquidation, dissolution, or winding up of
the Company, whether voluntary or involuntary, where the holders
of shares of the ChangeBridge Acquisition Series do not elect to
convert to shares of the Common Stock of the Company as provided
below, the holders of shares of ChangeBridge Acquisition Series
shall be entitled to receive out of the assets of the Company,
whether such assets are capital or surplus of any nature, the sum
of one-tenth of a cent ($.001) per share, and, in addition to such
amount, a further amount equal to the dividends declared but
unpaid and accumulated thereon, to the date of such distribution,
and no more, before any payment shall be made or any assets
distributed to the holders of shares of Common Stock. If upon
such liquidation, dissolution, or winding up, whether voluntary or
involuntary, the assets distributed among the holders of all
classes of the ChangeBridge Acquisition Series shall be
insufficient to permit the payment to such shareholders of the
full preferential amounts, then the entire assets of the Company
to be distributed shall be distributed ratably among the holders
of the ChangeBridge Acquisition Series.
7. VOTING.
(a) The ChangeBridge Acquisition Series shall have voting
rights. For voting purposes, such series shall be considered part
of the Common Stock and shall vote with the Common Stock, rather
than as a separate series of preferred stock. Each share of the
ChangeBridge Acquisition Series shall have one vote per share.
3
(b) The ChangeBridge Acquisition Series shall have the
right, exercisable from time to time and at any time that the
number of directors of ChangeBridge Television, Inc. may be
increased, to elect a majority of the Board of Directors of
ChangeBridge Television, Inc.
8. CONVERSION.
(a) In the event of a liquidation, dissolution, or winding
up of the Company, whether voluntary or involuntary, at the option
of the respective holders of the ChangeBridge Acquisition Series,
the provisions of subsection (b) following shall become
applicable, notwithstanding that it is prior to December 31, 2005.
(b) The shares of the ChangeBridge Acquisition Series shall
automatically be converted into fully paid and nonassessable
shares of the Common Stock of the Company, upon the following
terms and conditions:
(i) The Company's auditors shall break-out the financial
statements for ChangeBridge Television, Inc. from the
audited financial statements of the Company for the fiscal
years ended December 31, 2002, 2003, 2004 and 2005 (but need
not give an opinion thereon). Copies of such separate
financial statements shall be furnished to the executives of
ChangeBridge Television, Inc. and to the holders of the
ChangeBridge Acquisition Series. Upon receipt from the
auditors of the separate financial statements for the fiscal
year ended December 31, 2005, the net income of ChangeBridge
Television, Inc. shall be determined, after deduction of
federal, state and local income taxes. Such after-tax net
income shall be multiplied by the same price earnings
multiple
4
("P/E Multiple") given by the market for the Company. The
result of multiplying the after-tax net income by the P/E
Multiple shall be divided by the average of the Closing bid
and asked prices for the twenty (20) sequential trading
days prior to and including the date of the calculation,
which shall be deemed to be the date of the auditor's report
on the Company's audited financial statements for the fiscal
year ended December 31, 2005. The result shall be the
number of shares of Common Stock of the Company into which
the total number of both (1) the ChangeBridge Acquisition
Series and (2) the ChangeBridge Funding Series of
Convertible Preferred Stock (being contemporaneously
designated) shall be converted, adding the number of then
issued and outstanding shares of both series and converting
pro rata.
(ii) The holder of any of the shares of the ChangeBridge
Acquisition Series to be converted shall surrender the
certificate or certificates therefor to any transfer agent
of the Company for the shares of the Company, duly endorsed
in blank for transfer with the signature Medallion
guaranteed. As soon as practicable after the surrender of
such certificate(s), the Company shall cause to be issued
and delivered, at the office of such transfer agent, to or
on the order of the holder of the certificate(s) thus
surrendered, a certificate or certificates for the number of
full shares of Common Stock of the Company issuable
hereunder upon the conversion of such shares of the
ChangeBridge Acquisition Series. Such conversion shall be
deemed to have been effected on the date on which the
certificates for such shares of the ChangeBridge Acquisition
Series have been surrendered and the person in whose name
any certificate or certificates for Common Stock are
issuable upon conversion shall be deemed to
5
have become on such date the holder of record of the shares
represented thereby.
(iii) Earned and declared but unpaid and accrued or
accumulated dividends on the ChangeBridge Acquisition Series
shall be convertible in the same manner and on the same
terms; i.e., by dividing the total of such dividends by the
price per share determined under the formula above.
(iv) In case of the voluntary dissolution, liquidation, or
winding up of the Company, all conversion rights of the
holders of shares of ChangeBridge Acquisition Series shall
terminate on a date fixed by the Board of Directors, but not
more than thirty (30) days prior to the record date for
determining the holders of the Common Shares entitled
to receive any distribution upon such dissolution,
liquidation or winding up. The Company shall cause notice
of the proposed action, and of the date of termination of
conversion rights, to be mailed to the holders of record of
shares of the ChangeBridge Acquisition Series not later than
thirty (30) days prior to the date of such termination,
and shall promptly give similar notice to each transfer
agent for such Preferred Stock and for the Common Stock.
(v) No fractional share of ChangeBridge Television, Inc.'s
Common Stock shall be issued upon conversion of any share of
the ChangeBridge Acquisition Series. The number of shares
of the Company's Common Stock to be issued shall be rounded
up to the nearest whole number of shares.
(vi) As long as any of the shares of the ChangeBridge
Acquisition Series remain outstanding, the Company shall
take all steps necessary to reserve and keep available a
number
6
of the authorized but unissued shares of the Common Stock of
the Company sufficient for issuance upon conversion of all
such outstanding shares of the ChangeBridge Acquisition
Series.
(vii) All certificates for the shares of the ChangeBridge
Acquisition Series surrendered for conversion as provided
herein shall be canceled and retired, and no further shares
of the ChangeBridge Acquisition Series shall be issued in
lieu thereof. (ix) All shares of the Company's Common Stock
issued upon the conversion of the shares of the ChangeBridge
Acquisition Series shall be validly issued and outstanding,
and fully paid and nonassessable.
9. NO PREEMPTIVE RIGHTS.
No holder of any shares of the ChangeBridge Acquisition Series,
as such, shall be entitled as a matter of right to subscribe for
or purchase any part of any new or additional issue of shares of
any class or series, junior or senior thereto, or securities
convertible into, exchangeable for, or exercisable for the purchase
of, shares of any class or series, junior or senior, whether now or
hereafter authorized, and whether issued for cash, property,
services, by way of dividends, or otherwise.
7
IN WITNESS WHEREOF, the Company has caused this Certificate
to be duly executed on its behalf by its undersigned President and
attested to by its Secretary this 12th day of June, 2002.
CAVALCADE OF SPORTS MEDIA, INC.
ATTEST:
[Corporate Seal]
By:___________________________
Edward Litwak, President
___________________
Acting Secretary
STATE OF NEW YORK :
:ss
COUNTY OF NEW YORK :
ACKNOWLEDGMENT
Personally appeared before me, a notary public in and for
said County and State, Edward E. Litwak, known to me or duly
proved to me, who stated that he was the President of Cavalcade of
Sports Media, Inc., a Nevada corporation, and he acknowledged that
he had executed the Certificate of Designation on behalf of such
corporation for the purposes stated therein.
________________________________
My Commission Expires:
8