EXHIBIT 1.1
CERTIFICATE OF DESIGNATION
CERTIFICATE OF DESIGNATION, NUMBER, POWERS
PREFERENCES AND RELATIVE, PARTICIPATING
OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND
OTHER DISTINGUISHING CHARACTERISTICS OF
SERIES A PREFERRED STOCK
OF
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is Global Entertainment Holdings/Equities, Inc.
2. The articles of incorporation of the Corporation authorizes the
issuance of Twenty-Five Million (25,000,000) shares of Preferred Stock with a
par value of $0.001 and expressly vests in the Board of Directors of the
Corporation the authority provided therein to issue any of said shares in one or
more series and by resolution or resolutions, the designation, number, full or
limited voting powers, or the denial of voting powers, preferences and relative
participating, optional, and other special rights and the qualifications,
limitations, restrictions, and other distinguishing characteristics of each
series to be issued.
3. The Board of Directors of the Corporation, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating a Series A issue of Preferred Stock:
RESOLVED, that One Million Five Hundred Thousand (1,500,000) shares of
the Preferred Stock are authorized to be issued by this Corporation
pursuant to its Articles of Incorporation, and that there be and hereby
is authorized and created a series of preferred stock, hereby
designated as the Series A Preferred Stock, which shall have the voting
powers, designations, preferences and relative participating, optional
or other rights, if any, or the qualifications, limitations, or
restrictions, set forth in such Articles of Incorporation and in
addition thereto, the following:
(a) DESIGNATION. The Preferred Stock subject hereof shall be designated
Series A Preferred Stock ("Series A Preferred"). The Series A Preferred
shall be issued upon the proper exercise of a preferred stock purchase
right ("Preferred Stock Purchase Right") granted by the Corporation,
which such exercise shall be accompanied by the appropriate exercise
price for such Preferred Stock Purchase Right. The exercise price shall
be determined by the Corporation's board of directors.
(b) DIVIDENDS. The annual rate of dividends payable on shares of Series
A Preferred shall be twelve percent (12%) of the closing trading price
of the Corporation's common stock on the date of the Corporation's
declaration of the Preferred Stock Purchase Right, subject to customary
anti-dilution adjustments, payable quarterly on March 31, June 30,
September 30 and December 31 of each year. The dividends payable upon
the shares of Series A Preferred shall be cumulative.
(c) CONVERSION. Each share of outstanding Series A Preferred shall be
convertible, at the holder's option, into one (1) share of the common
stock of the Corporation ("Common Stock").
(d) REDEMPTION. Each share of outstanding Series A Preferred shall be
redeemable by the Corporation, at its option and with the approval of
the Board of Directors, within the two (2) year period following
issuance of the Series A Preferred Stock, at a redemption price equal
to one hundred percent (100%) of the closing trading price of the
Corporation's common stock on the date of the Corporation's declaration
of the Preferred Stock Purchase Right, subject to customary
anti-dilution adjustments (the "Redemption Price"). At any time, the
holder may compel the Corporation to redeem the Series A Preferred at
the Redemption Price.
(e) SINKING FUND. No provision shall be made for any sinking fund.
(f) LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders
of the Series A Preferred shall be entitled to receive $0.001 per share
before the holders of Common Stock or any other junior securities
receive any amount as a result of a liquidation, dissolution or winding
up of the Corporation. The purchase or redemption by the Corporation of
stock of any class, in any number permitted by law, shall not for the
purpose of this paragraph be regarded as a liquidation, dissolution or
winding up of the Corporation.
(g) INVOLUNTARY LIQUIDATION. In the event of involuntary liquidation,
the shares of this series shall be entitled to the same amounts as in
the event of voluntary liquidation.
(h) OTHER RESTRICTIONS. There shall be no conditions or restrictions
upon the creation of indebtedness of the Corporation, or any subsidiary
or upon the creation of any other series of preferred stock with any
other preferences.
(i) VOTING. The Series A Preferred shall have full voting rights on all
matters and shall be entitled to vote one (1) vote per each share,
voting together with the Common Stock and other Preferred Stock, as a
single class.
(j) STATED VALUE. The shares of Series A Preferred shall have a stated
value of $0.001 per share.
(k) OTHER PREFERENCES. The shares of the Series A Preferred shall
possess no other preferences, rights, restrictions, or qualifications,
except as otherwise provided by law or the articles of incorporation of
the Corporation.
FURTHER RESOLVED, that the statements contained in the
foregoing resolution creating and designating the said Series A
Preferred Stock and fixing the number, powers, preferences and
relative, optional, participating, and other special rights and the
qualifications, limitations, restrictions, and other distinguishing
characteristics thereof shall, upon the effective date of said series,
be deemed to be included in and be a part of the articles of
incorporation of the Corporation.
Signed on May 13, 2003.
/s/ Thomas Glaza
----------------------------------------
Tom Glaza
Chairman of the Board of Directors