Exhibit 4. Articles of Amendment to Create Class A Voting
Convertible Preferred Stock
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
BUSINESS CORPORATION
Pursuant to Section 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation.
1. The name of the corporation is Technology Connections, Inc.
2. The text of the amendment adopted is as follows:
"The Board of Directors hereby authorizes 1,000,000 shares of a new series of
preferred stock known as Class A Voting Convertible Preferred Stock, which will
have the preferences, limitations and relative rights set forth below:
(1) Designation and Rank. The series of Preferred Stock shall be designated the
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"Class A Voting Convertible Preferred Stock" ("Class A Convertible Preferred")
and shall consist of 1,000,000 shares. The Class A Convertible Preferred and
any other series of Preferred Stock authorized by the Board of Directors of this
Corporation are hereinafter referred to as "Preferred Stock" or "Preferred."
The Class A Convertible Preferred shall be senior to the common stock and all
other shares of Preferred Stock that may be later authorized.
(2) No Right to Dividend. The holders of the Class A Convertible Preferred
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shall not be entitled to receive any dividend.
(3) Conversion into Common Stock.
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(a) Right to Convert. Each share of Class A Convertible Preferred shall be
convertible, at the option of the holder thereof, at any time after five (5)
years from the date of issuance (the "Conversion Date") into ten (10) shares of
fully paid and non-assessable shares of Common Stock (the "Conversion Ratio").
(b) Mechanics of Conversion. Before any holder shall be entitled to convert, he
shall surrender the certificate or certificates representing Class A Convertible
Preferred to be converted, duly endorsed or accompanied by proper instruments of
transfer, at the office of the Corporation or of any transfer agent, and shall
give written notice to the Corporation at such office that he elects to convert
the same. The Corporation shall, as soon as practicable thereafter, issue a
certificate or certificates for the number of shares of Common Stock to which
the holder shall be entitled. The Corporation shall, as soon as practicable
after delivery of such certificates, or such agreement and indemnification in
the case of a lost, stolen or destroyed certificate, issue and deliver to such
holder of Class A Convertible Preferred a certificate or certificates for the
number of shares of Common Stock to which such holder is entitled as aforesaid
and a check payable to the holder in the amount of any cash amounts payable as
the result of a conversion into fractional shares of Common Stock. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares of Class A Convertible
Preferred to be converted.
(c) Adjustments to Conversion Ratio.
(1) Merger or Reorganization. In case of any consolidation or merger of the
Corporation as a result of which holders of Common Stock become entitled to
receive other stock or securities or property, or in case of any conveyance of
all or substantially all of the assets of the Corporation to another
corporation, the Corporation shall mail to each holder of Class A Convertible
Preferred at least thirty (30) days prior to the consummation of such event a
notice thereof, and each such holder shall have the option to either (i) convert
such holder's shares of Class A Convertible Preferred into shares of Common
Stock pursuant to this Section 3 and thereafter receive the number of shares of
stock or other securities or property to which a holder of the number of shares
of Common Stock of the Corporation deliverable upon conversion of such Class A
Convertible Preferred would have been entitled upon such consolidation, merger
or conveyance, or (ii) exercise such holder's rights pursuant to Section 3(a).
Unless otherwise set forth by the Board of Directors, the Conversion Ratio shall
not be affected by a stock dividend or subdivision (stock split) on the Common
Stock of the Corporation, or a stock combination (reverse stock split) or stock
consolidation by reclassification of the Common Stock. However, once the Class A
Convertible Preferred has been converted to Common Stock, it shall be subject to
all corporate actions that affect or modify the common stock.
(d) No Impairment. The Corporation will not, by amendment of its Articles of
Incorporation, these Articles of Amendment or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 3 and in the taking of all such action as may
be necessary or appropriate in order to protect the Conversion Rights of the
holders of the Class A Convertible Preferred against impairment.
(e) Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment of the Conversion Ratio of the Class A Convertible Preferred
pursuant to this Section 3, the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
furnish to each holder of Class A Convertible Preferred a certificate setting
forth such adjustment or readjustment and the calculation on which such
adjustment or readjustment is based. The Corporation shall, upon the written
request at any time of any holder of Class A Convertible Preferred, furnish or
cause to be furnished to such holder a like certificate setting forth (i) such
adjustments and readjustments, (ii) the Conversion Ratio for the Class A
Convertible Preferred at the time in effect and (iii) the number of shares of
Common Stock and the amount, if any, of other property which at the time would
be received upon the conversion of the Class A Convertible Preferred.
(f) Notices of Record Date. In the event of any taking by the Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous quarters) or other
distribution, the Corporation shall mail to each holder of Class A Convertible
Preferred at least ten (10) days prior to the date specified herein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend or distribution.
(g) Common Stock Reserved. The Corporation shall reserve and keep available out
of its authorized but unissued Common Stock such number of shares of Common
Stock as shall from time to time be sufficient to effect conversion of the Class
A Convertible Preferred.
(4) Liquidation Preference. (a) In the event of any liquidation, dissolution or
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winding up of the Corporation, whether voluntary or involuntary (a
"Liquidation"), the assets of the Corporation available for distribution to its
stockholders shall be distributed as follows:
(1) The holders of the Class A Convertible Preferred shall be entitled to
receive, prior to the holders of the other series of Preferred Stock and prior
and in preference to any distribution of the assets or surplus funds of the
Corporation to the holders of any other shares of stock of the corporation by
reason of their ownership of such stock, an amount equal to $1.00 per share with
respect to each share of Class A Convertible Preferred.
(2) If upon occurrence of a Liquidation the assets and funds thus distributed
among the holders of the Class A Convertible Preferred shall be insufficient to
permit the payment to such holders of the full preferential amount, then the
entire assets and funds of the Corporation legally available for distribution
shall be distributed among the holders of the Class A Convertible Preferred
ratably in proportion to the full amounts to which they would otherwise be
respectively entitled.
(3) After payment of the full amounts to the holders of Class A Convertible
Preferred as set forth above in (1), any remaining assets of the Corporation
shall be distributed pro rata to the holders of the Preferred Stock and Common
Stock (in the case of the Preferred Stock, on an "as converted" basis into
Common Stock).
(b) If any of the assets of the Corporation are to be distributed other than in
cash under this Section 4, then the board of directors of the Corporation shall
promptly engage independent competent appraisers to determine the value of the
assets to be distributed to the holders of Preferred Stock or Common Stock. The
Corporation shall, upon receipt of such appraiser's valuation, give prompt
written notice to each holder of shares of Preferred Stock or Common Stock of
the appraiser's valuation.
(5) Voting Rights. Except as otherwise required by law, the holders of Class A
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Convertible Preferred shall be entitled to notice of any stockholders' meeting
and to vote as a single class (and not together with the common stockholders as
one combined class) to approve any merger, sale of assets, combination or
reorganization involving the Corporation, or other fundamental corporate
transaction involving the Corporation, with the holders of Class A Convertible
Preferred having one vote per share of such stock owned. On all other matters,
the Class A Convertible Preferred shall vote with the common stockholders as one
combined class, with the holders of Class A Convertible Preferred having ten
(10) votes per share of such stock owned.
(6) Covenants. (a) In addition to any other rights provided by law, the
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Corporation shall not, without first obtaining the affirmative vote or written
consent of the holders of a majority of the outstanding shares of Class A
Convertible Preferred, do any of the following:
(1) Take any action which would either alter, change or affect the rights,
preferences, privileges or restrictions of the Class A Convertible Preferred or
increase the number of shares of such series authorized hereby or designate any
other series of Preferred Stock;
(2) increase the size of any equity incentive plan(s) or arrangements;
(3) make fundamental changes to the business of the Corporation;
(4) make any changes to the terms of the Class A Convertible Preferred or to
the Corporation's Articles of Incorporation or Bylaws, including by designation
of any stock;
(5) create any new class of shares having preferences over or being on a parity
with the Class A Convertible Preferred as to dividends or assets, unless the
purpose of creation of such class is, and the proceeds to be derived from the
sale and issuance thereof are to be used for, the retirement of all Class A
Convertible Preferred then outstanding;
(6) accrue any indebtedness in excess of $20,000,000;
(7) make any change in the size or number of authorized directors;
(8) repurchase any of the Corporation's Common Stock;
(9) sell, convey or otherwise dispose of, or create or incur any mortgage,
lien, charge or encumbrance on or security interest in or pledge of, or sell and
leaseback, all or substantially all of the property or business of the
Corporation or more than 50% of the stock of the Corporation;
(10) make any payment of dividends or other distributions or any redemption or
repurchase of common stock or options or warrants to purchase common stock of
the Corporation; or
(11) make any sale of additional Preferred Stock.
(7) Reissuance. No share or shares of Class A Convertible Preferred acquired by
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the Corporation by reason of conversion or otherwise shall be reissued as Class
A Convertible Preferred, and all such shares thereafter shall be returned to the
status of undesignated and unissued shares of Class A Preferred Stock of the
Corporation.
(8) Directors. The holders of Class A Convertible Preferred and Common Stock
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voting together as one combined class shall be entitled to elect the directors
comprising the Board of Directors (and to fill any vacancies with respect
thereto)."
3. The amendment does not provide for an exchange, reclassification, or
cancellation of issued shares.
4. The date of adoption of the amendment was April ____, 2004.
5. The amendment was duly adopted by the board of directors without
shareholder action as shareholder action was not required because the terms
of the class of preferred stock were adopted by Board of Directors action
pursuant to North Carolina Business Corporation Act Section 55-6-02 (b).
6. These articles will be effective upon filing.
This the ____ day of April, 2004.
TECHNOLOGY CONNECTIONS, INC.
By: /s/ Kevin G. Kyzer
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Kevin G. Kyzer
President