EXHIBIT 4.4
CAVALCADE OF SPORTS MEDIA, INC.
Certificate of Designation, Powers, Preferences and Rights
of the
ChangeBridge Funding Series of Convertible Preferred Stock
Par Value $.001 Per Share
Stated Capital $15.00 Per Share
____________________
Pursuant to Section 78.195(6) of the
Corporation Law of the State of Nevada
____________________
The undersigned, President of CAVALCADE OF SPORTS MEDIA,
INC., a Nevada Corporation (hereinafter called the "Company") does
hereby certify as required by NRS 78.195(6) that the following
resolution has been duly adopted by the Board of Directors of the
Company:
RESOLVED, that pursuant to authority expressly granted to and
vested in the Board of Directors of the Company (the "Board of
Directors") by the provisions of the Certificate of Incorporation,
as amended (hereinafter the "Certificate of Incorporation") of the
Company, there hereby is created, out of the 10,000,000 shares of
preferred stock of the Company authorized in Article III of its
Certificate of Incorporation as amended (the "Preferred Stock"), a
series of 1,000,000 shares, which series shall have the following
designations, powers, preferences, rights, qualifications,
limitations and restrictions (in addition to the designations,
powers, preferences, rights, qualifications, limitations and
restrictions set forth in the Certificate of Incorporation of the
Company which are applicable to the Preferred Stock):
1. DESIGNATION.
The designation of the said series of the Preferred Stock
shall be the"ChangeBridge Funding Series of Convertible Preferred
Stock" (the "CHANGEBRIDGE FUNDING SERIES"). This series shall be
of equal rank to the Company's ChangeBridge Acquisition Series of
Convertible Preferred Stock.
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2. NUMBER OF SHARES; PAR VALUE; STATED CAPITAL.
The number of shares of the CHANGEBRIDGE FUNDING SERIES shall
be limited to 100,000. The shares of the CHANGEBRIDGE FUNDING
SERIES shall be issued as full shares and shall have a par value
of one-tenth of a cent ($.001) per share and a stated capital of
Ten Dollars ($10.00) per share.
3. DIVIDENDS.
(a) The holders of the CHANGEBRIDGE FUNDING 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. Each share
of the CHANGEBRIDGE FUNDING SERIES shall receive the same dividend
per share as 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 FUNDING 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 FUNDING SERIES, the holders of the CHANGEBRIDGE
FUNDING 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 dividends; the
payment of required dividends being limited to those circumstances
where ChangeBridge Television, Inc. declares a dividend on its
Common Stock. However, in the event of the declaration of a
dividend to the holders of the ChangeBridge Acquisition Series of
Convertible Preferred Stock, a like dividend shall also be
declared on the CHANGEBRIDGE FUNDING SERIES.
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4. LIQUIDATION.
(a) In the event of a liquidation, dissolution, or winding
up of ChangeBridge Television, Inc., whether voluntary or
involuntary, where the holders of shares of the CHANGEBRIDGE
FUNDING SERIES do not elect to convert to shares of the Common
Stock of ChangeBridge Television, Inc. as provided below, the
holders of shares of the CHANGEBRIDGE FUNDING SERIES shall be
entitled to receive out of the assets of ChangeBridge Television,
Inc., whether such assets are capital or surplus of any nature,
the sum of Fifteen Dollars ($15.00) 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 of
ChangeBridge Television, Inc. If upon such liquidation,
dissolution, or winding up, whether voluntary or involuntary, the
assets distributed among the holders of the CHANGEBRIDGE FUNDING
SERIES, the CHANGEBRIDGE FUNDING SERIES and the CHANGEBRIDGE
FUNDING SERIES shall be insufficient to permit the payment to such
shareholders of the full preferential amounts, then the entire
assets of ChangeBridge Television, Inc. to be distributed shall be
distributed ratably among the holders of the CHANGEBRIDGE FUNDING
SERIES, the CHANGEBRIDGE FUNDING SERIES and the CHANGEBRIDGE
FUNDING SERIES ratably.
(b) 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 FUNDING SERIES do not elect
to convert to shares of the Common Stock of ChangeBridge
Television, Inc. as provided below, the holders of shares of
CHANGEBRIDGE FUNDING 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 Fifteen Dollars ($15.00) per
share, and, in
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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 the CHANGEBRIDGE FUNDING SERIES, the CHANGEBRIDGE FUNDING
SERIES and the CHANGEBRIDGE FUNDING SERIES shall be insufficient
to permit the payment to such shareholders of the full
preferential amounts, then the entire assets of ChangeBridge
Television, Inc. to be distributed shall be distributed ratably
among the holders of the CHANGEBRIDGE FUNDING SERIES, the
CHANGEBRIDGE FUNDING SERIES and the CHANGEBRIDGE FUNDING SERIES
ratably.
5. REDEMPTION.
(a) At any time after July 31, 2006, the Company, at the
option of the Board of Directors, may redeem the whole of, or from
time to time may redeem any part of, the CHANGEBRIDGE FUNDING
SERIES on any dividend date by either (i) paying in cash therefor
Fifteen Dollars ($15.00) per share and, in addition to such
amount, an amount in cash equal to all dividends on the
CHANGEBRIDGE FUNDING SERIES declared but unpaid and accumulated up
to and including the date fixed for redemption.
(b) In case of the redemption of a part only of the
outstanding shares of the CHANGEBRIDGE FUNDING SERIES, the Company
shall designate by lot, in such manner as the Board of Directors
may determine, the shares to be redeemed, or shall effect such
redemption pro rata. Less than all of the shares of the
CHANGEBRIDGE FUNDING SERIES at any time outstanding may not be
redeemed until all dividends declared, accrued and in arrears upon
all of the shares of the CHANGEBRIDGE FUNDING SERIES outstanding
shall have been paid for all past dividend periods, and until full
dividends, if any, for the then current dividend period on all
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shares of the CHANGEBRIDGE FUNDING SERIES then outstanding, other
than the shares to be redeemed, shall have been paid or declared
and the full amount thereof set apart for payment. At least 30
days' previous notice by mail, postage prepaid, shall be given to
the holders of record of the shares to be redeemed.
6. VOTING.
The CHANGEBRIDGE FUNDING 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 class or series of preferred stock. Each share of the
CHANGEBRIDGE FUNDING SERIES shall have one vote per share.
7. VOLUNTARY CONVERSION INTO SHARES OF CAVALCADE OF SPORTS
MEDIA, INC.
The shares of the CHANGEBRIDGE FUNDING SERIES shall, from and
after July 31, 2004, at the option of the respective holders
thereof, be convertible into fully paid and nonassessable shares
of the Common Stock of ChangeBridge Television, Inc., upon certain
terms and conditions, at any time and from time to time, except
that any of such CHANGEBRIDGE FUNDING SERIES shares which have
been called for redemption shall be convertible up to and
including, but not after, the close of business on the tenth (10)
day prior to the redemption date.
(i) In order to exercise the conversion privilege, the
holder of any of the shares of the CHANGEBRIDGE FUNDING
SERIES to be converted shall surrender the certificate or
certificates therefor to any transfer agent of the Company,
duly endorsed in blank for transfer with the signature
Medallion guaranteed, accompanied by written notice of
election to convert such shares or a portion thereof
executed on the form set forth on such certificates or on
such
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other form as may be provided form time to time by the
Company.
As soon as practicable after the surrender of such
certificates as provided above, 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 certificates
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 FUNDING SERIES and cash or scrip, as provided
in subparagraph (v) below, in respect of any fraction of a
common share issuable upon such conversion. Such conversion
shall be deemed to have been effected on the date on which
the certificates for such shares of the CHANGEBRIDGE FUNDING
SERIES have been surrendered as provided above, and the
person in whose name any certificate or certificates for
Common Stock are issuable upon conversion shall be deemed to
have become on such date the holder of record of the shares
represented thereby.
(ii) The shares of CHANGEBRIDGE FUNDING SERIES shall be
convertible into Common Shares of the Company at a
conversion price equal to the average of the bid and asked
closing prices for the twenty (20) consecutive trading days
ending on the day prior to conversion, taking each share of
the CHANGEBRIDGE FUNDING SERIES at Fifteen Dollars ($15.00)
per share. No fractional Common Shares shall be issued.
(iii) Earned and declared but unpaid and accrued or
accumulated dividends on the CHANGEBRIDGE FUNDING SERIES
shall be convertible into Common Shares of the Company at a
conversion price equal to the average of the bid and
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asked closing prices for the twenty (20) consecutive trading
days ending on the day prior to conversion. No fractional
Common Shares shall be issued.
(iv) In case of the voluntary dissolution, liquidation, or
winding up of the Company, all conversion rights of the
holders of shares of CHANGEBRIDGE FUNDING 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 FUNDING 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 the Company's Common Stock shall
be issued upon conversion of any share of the CHANGEBRIDGE
FUNDING SERIES, but in lieu of fractional shares the Company
shall, at its option, either pay an amount in cash equal to
the current market value of such fractional interest,
computed on the basis of the last reported sale price of the
Common Stock prior to the date of conversion, or issue scrip
of the Company in respect there of. Such scrip shall be non
interest-bearing and non-voting, shall be exchangeable in
combination with other similar scrip for the number of full
shares of Common Stock of the Company represented thereby,
shall be issued in such denominations and in such form, shall
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expire after such reasonable time, which shall not be
less than one year from the date of issue, may contain such
provisions for the sale for the account of the holder of
such scrip of the shares of Common Stock for which such
scrip is exchangeable, and shall be subject to such other
terms and provisions, if any, as the Board of Directors may
from time to time determine prior to the issuance thereof.
(vi) As long as any of the shares of the CHANGEBRIDGE
FUNDING SERIES remain outstanding, the Company shall take
all steps necessary to reserve and keep available a number
of authorized but unissued shares of its Common Stock
sufficient for issuance upon conversion of all such
outstanding shares of the CHANGEBRIDGE FUNDING SERIES, and
for issuance in exchange for all outstanding scrip
certificates.
(vii) All certificates for the shares of the CHANGEBRIDGE
FUNDING SERIES surrendered for conversion as provided herein
shall be canceled and retired, and no further shares of the
CHANGEBRIDGE FUNDING SERIES shall be issued in lieu thereof.
(ix) The exercise of the conversion privilege shall be
subject to such regulations, not inconsistent with the
foregoing provisions of this paragraph, as may from time to
be adopted by the Board of Directors of the Company.
(x) All shares of the Company's Common Stock issued upon
the conversion of the shares of the CHANGEBRIDGE FUNDING
SERIES shall be validly issued and outstanding, and fully
paid and nonassessable.
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8. INVOLUNTARY (AUTOMATIC) CONVERSION INTO SHARES OF
CHANGEBRIDGE TELEVISION, INC. If, at any time after December 31,
2002 a majority in interest of the holders of the Company's series
of Preferred Stock designated as the Golf Acquisition Series of
Convertible Preferred Stock:
(i) shall convert their Preferred Stock into shares of the
Common Stock of ChangeBridge Television, Inc.; and
(ii) shall elect to have the Company spin-off ChangeBridge
Television, Inc. as an independent corporation (i.e., to no longer
be a subsidiary of the Company) then all of the issued and
outstanding shares of the CHANGEBRIDGE FUNDING SERIES shall
automatically be converted to shares of the Common Stock of
ChangeBridge Television, Inc. (without further action by any
holder) upon the following terms and conditions:
(a) the Company/ChangeBridge Television, Inc. shall, at the
sole cost and expense of ChangeBridge Television, Inc., file and
prosecute to effectiveness a Registration Statement under the
Securities Act of 1933 with the Securities and Exchange
Commission;
(b) in such Registration Statement ChangeBridge Television,
Inc. shall register sufficient shares of the Common Stock of
ChangeBridge Television, Inc. to effectuate the automatic
conversion required hereunder into registered (free-trading)
shares of the Common Stock of ChangeBridge Television, Inc.;
(c) the conversion shall be automatically effective upon the
Securities and Exchange Commission declaration of the
effectiveness of such Registration Statement;
(d) The shares of the CHANGEBRIDGE FUNDING SERIES shall be
convertible into Common Shares of the Company at the rate of ten
(10) shares of ChangeBridge Television, Inc. Common Stock for each
share of CHANGEBRIDGE FUNDING SERIES. provided, however, that the
immediate sale of such shares during the offering period may be
limited by the underwriter without the approval of the holder(s)
for a period not to exceed one hundred twenty days from the
commencement of the offering.
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(e) Earned and declared but unpaid and accrued or
accumulated dividends on the CHANGEBRIDGE FUNDING SERIES shall be
convertible in the same manner and on the same terms as the stated
capital.
(f) No fractional share of ChangeBridge Television, Inc.'s
Common Stock shall be issued upon this involuntary conversion of
any share of the CHANGEBRIDGE FUNDING SERIES, but in lieu of
fractional shares ChangeBridge Television, Inc. shall round up the
shares being issued to the next whole share.
(g) All certificates for the shares of the CHANGEBRIDGE
FUNDING SERIES surrendered for conversion as provided herein shall
be canceled and retired, and no further shares of the CHANGEBRIDGE
FUNDING SERIES shall be issued in lieu thereof.
(h) The exercise of the conversion privilege shall be
subject to such regulations, not inconsistent with the foregoing
provisions of this paragraph, as may from time to be adopted by
the Board of Directors of the Company.
(i) All shares of ChangeBridge Television, Inc.'s Common
Stock issued upon the conversion of the shares of the CHANGEBRIDGE
FUNDING SERIES shall be validly issued and outstanding, and fully
paid and nonassessable.
9. NO PREEMPTIVE RIGHTS.
No holder of any shares of the CHANGEBRIDGE FUNDING 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.
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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 17th day of February, 2002.
CAVALCADE OF SPORTS MEDIA, INC.
ATTEST:
[Corporate Seal]
By:______________________________
Edward Litwak, President
___________________________
Secretary
STATE OF NEW YORK :
:ss
COUNTY OF NEW YORK :
ACKNOWLEDGEMENT
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:
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