Exhibit 3.3
CERTIFICATE OF DESIGNATION
of
SERIES A CONVERTIBLE PREFERRED STOCK
of
MILLENNIUM NATIONAL EVENTS, INC.
Pursuant to Section 78.195 of the
Revised Statutes of the State of Nevada
MILLENNIUM NATIONAL EVENTS. INC., a corporation organized and existing
under the laws of the State of Nevada (the "Corporation"), does hereby certify
that, pursuant to the authority conferred on its board of directors (the "Board
of Directors") by its articles of incorporation (the "Articles of
Incorporation"), as amended, and in accordance with Section 78.195 of the
Revised Statutes of the State of Nevada ("NRS"), the Board of Directors (or, as
to certain matters allowed by law, a duly authorized committee thereof) adopted
the following resolution establishing a series of 5,000,00) shares of Preferred
Stock of the Corporation designated as "Series A Convertible Preferred Stock."
RESOLVED, that pursuant to the authority conferred on the Board of Directors of
this Corporation (the "Corporation") by the Articles of Incorporation, a series
of Preferred Stock, $.001 par value, of the Corporation be and hereby is
established and created, and that the designation and number of shares thereof
and the voting and other powers, preferences and relative, participating,
optional or other rights of the shares of such series and the qualifications,
limitations and restrictions thereof are as follows:
CONVERTIBLE PREFERRED STOCK
1. Designation and Amount. There shall be a series of Preferred Stock
designated as "Series A Convertible Preferred Stock," and the number of shares
constituting such series shall be 5,000,000. Such series is referred to herein
as the "Convertible Preferred Stock."
2. Stated Capital. The amount to be represented in stated capital at all
times for each share of Convertible Preferred Stock shall be $.001.
3. Rank. All shares of Convertible Preferred Stock all rank prior to all of
the Corporation's Common Stock, par value $.001 per share (the "Common Stock"},
now or hereafter issued, both as to payment of dividends and as to distributions
of assets upon liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary.
4. Dividends. If any dividend or other distribution payable in cash,
securities or other property. including a dividend payable in shares of Common
Stock, is declared on the Common Stock, each holder of shares of Convertible
Preferred Stock on the record date for such dividend or distribution shall be
entitled to receive on the date of payment or distribution of such dividend or
other distribution the same cash, securities or other property which such holder
would have received on such record date if such holder was the holder of record
of the number (including any fraction) of shares of Common Stock into which the
shares of Convertible Preferred Stock then held by such holder are then
convertible. No dividend or other distribution shall be declared or paid on the
Common Stock unless an equivalent dividend or other distribution that satisfies
this Section 4 is declared or paid on the Convertible Preferred Stock.
5. No Liquidation Preference. In the event of any voluntary or involuntary
liquidation,
dissolution, or winding-up of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of any
series of preferred stock, having a priority on liquidation superior to that of
the Convertible Preferred Stock, the holders of shares of Convertible Preferred
Stock shall he entitled to participate with the Common Stock in all of the
remaining assets of the Corporation available for distribution to its
stockholders, ratably with the holders of Common Stock in proportion to the
number of shares of Common Stock held by them, assuming for each holder of
Convertible Preferred Stock on the record date for such distribution that each
holder was the holder of record of the number (including any fraction) of shares
of Common Stock into which the shares of Convertible Preferred Stock then held
by such holder are then convertible. A liquidation, dissolution, or winding-up
of the Corporation, as such terms are used in this Section 5, shall not be
deemed to be occasioned by or to include any merger of the Corporation with or
into one or more corporations or other entities, any acquisition or exchange of
the outstanding, shares of one or more classes or series of the Corporation, or
any sale, lease, exchange, or other disposition of all or a part of the assets
of the Corporation.
6. Voting Right. Except as otherwise required by law, each share of
outstanding Series A Preferred Stock shall entitle the holder thereof to vote on
each matter submitted to a vote of the stockholders of the Corporation and to
have the number of votes equal to 500 times the number (including any fraction)
of shares of Common Stock into which such share of Series A Preferred Stock is
then convertible pursuant to the provisions hereof at the record date for the
determination of shareholders entitled to vote on such matters or, if no such
record date is established, at the date such vote is taken or any written
consent of stockholders becomes effective. Except as otherwise required by law
or by this Certificate, the holders or shares of Common Stock and Series A
Preferred Stock shall vote together and not as separate classes.
7. No Redemption. The shares of Convertible Preferred Stock are not
redeemable.
8. Conversion Provisions.
(a) Conversion at Option of Holders. Provided that, and only to the extent
that, the Corporation has a sufficient number of shares of authorized but
unissued and unreserved Common Stock available to issue upon conversion, each
share of Convertible Preferred Stock shall be convertible at the option of the
holder thereof, at any time prior to the close of business on the date fixed by
the Corporation for redemption or conversion of such share as herein provided,
into fully paid and nonassessable shares of Common Stock and such other
securities and property as hereinafter provided, initially at the rate of 50
shares of Common Stock for each full share of Convertible Preferred Stock.
For the purpose of this Certificate of Designation, the term "Common Stock"
shall initially mean the class designated as Common Stock, par value $.00 l per
share, of the Corporation as of February19,1997, subject to adjustment as
hereinafter provided.
(b) Mandatory Conversion. Upon the occurrence of a Recapitalization Event,
each outstanding share of Series A Preferred Stock shall automatically be
converted, without cost, on the terms set forth in this Section into the number
of fully paid and non-assessable shares of Common Stock as specified by the
Conversion Ratio that is in effect at the time of conversion. A
"Recapitalization Event" shall be deemed to occur upon either (i) effectiveness
of a filing in the office of the Secretary of State of Nevada, or such other
state in which the Corporation is legally domiciled, of an amendment to (or
amendment and restatement of) the Articles of Incorporation or other charter
document of the Corporation that increases the number of authorized shares of
Common Stock to a sufficient number (after taking into account all shares
reserved for issuance by the Board of Directors) so as to enable the conversion
of all outstanding shares of Series A Preferred Stock into such number of fully
paid and non-assessable shares of Common Stock as specified by the Conversion
Ratio then in effect, (ii) a change in the number of authorized shares of
capital stock that the Corporation is authorized to issue by any means,
including merger for the purpose of a
change of corporate domicile, or (iii) the effective date of any other corporate
action that enables the conversion of all outstanding shares of Series A
Preferred Stock into such number of fully paid and non-assessable shares of
Common Stock as specified by the Conversion Ratio then in effect.
(c) Mechanics of Conversion,
(i) Optional Conversion. Any holder of shares of Convertible Preferred
Stock desiring to convert. such shares into Common Stock shall surrender the
certificate or certificates for such shares of Convertible Preferred Stock at
the office of the transfer agent fur the Convertible Preferred Stock, which
certificate or certificates, if the Corporation shall so require, shall be duly
endorsed to the Corporation or in blank, or accompanied by proper instruments of
transfer to the Corporation or in blank, accompanied by irrevocable written
notice to the Corporation that the holder elects so to convert such shares of
Convertible Preferred Stock and specifying the name or names (with address) in
which a certificate or certificates for Common Stock are to be issued.
No adjustments in respect of any dividend on the Common Stock issued upon
conversion shall be made upon the conversion of any shares of Convertible
Preferred Stock.
Any unpaid dividends on shares surrendered for conversion shall be paid
upon the conversion of any shares of Convertible Preferred Stock by issuing
additional shares of Stock with an aggregate value (as defined below) equal to
all accrued and unpaid dividends on the shares of Convertible Preferred Stock
converted.
The Corporation will, as soon as practicable after such deposit of
certificates for Convertible Preferred Stock accompanied by the written notice
and, compliance with any other conditions herein contained, deliver at the
office of the transfer agent to the person for whose account such shares or
Convertible Preferred Stock were so surrendered, or to his nominee or nominees,
certificates for the number of full shares of Common Stock to which he shall be
entitled as aforesaid, together with a cash adjustment of any fraction of a
share as hereinafter provided. Subject to the following provisions of this
paragraph, such conversion shall he deemed to have been made as of the date of
such surrender of the shares of Convertible Preferred Stock to be converted, and
the person or person entitled to receive the Common Stock deliverable upon
conversion of such Convertible Preferred Stock shall he treated for all purposes
as the record holder or holders of such Common Stock on such date; provided,
however, that the Corporation shall not be required to convert any shares of
Convertible Preferred Stock while the stock transfer books of the Corporation
are closed for any purpose, but the surrender of Convertible Preferred Stock for
conversion during any period while such books are so closed shall become
effective for conversion immediately upon the reopening of such books as if the
surrender had been made on the date of such reopening, and the conversion shall
be at the conversion rate in effect on such date.
(ii) Mandatory Conversion. The Corporation shall give written notice to
each holder of a share of Series A Preferred Stock within ten (10) days after
the effectiveness of a Recapitalization Event. Following the conversion of such
shares, each holder of shares so converted may surrender the certificate
therefore at the office of the Corporation or any transfer agent for the Series
A Preferred Stock. Upon such surrender, the Corporation shall issue and deliver
to each holder a certificate or certificates for the number of whole shares of
Common Stock to which such holder is entitled. In lieu of any fractional shares
to which the holder would otherwise be entitled, the Corporation shall the next
highest whole number of shares of Common Stock.
The conversion of shares of Series A Preferred Stock shall he effective
simultaneously with the effectiveness of a Recapitalization Event, whether or
not the certificates representing such shares of Series A Preferred Stock shall
have been surrendered or new certificates representing the shares of Common
Stock into which such shares have been converted shall have been issued and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date. Any dividends or
distributions declared but unpaid on the Common Stock to which the Series A
Preferred Stock is entitled pursuant to Section 6 above, shall be paid on the
payment date thereof.
(d) Changes in Conversion Rate. The Corporation from time to time may
increase the conversion rate by any amount for any period of time if the period
is at least 20 days and if the increase is irrevocable during the period
whenever the conversion rate is so increased, the Corporation shall mail to
holders of record of the Convertible Preferred Stock a notice of the increase at
least 15 days before the date the increased conversion rate takes effect, and
such notice shall state the increased conversion rate and the period it will be
in effect.
The Corporation may make such increases in the conversion rate, in addition
to those required or allowed by this Section 8, as shall he determined by it, as
evidenced by a resolution of the Board of Directors, to be advisable in order to
avoid or diminish any income tax to holders of Common Stock resulting from any
dividend or distribution of stock or issuance of rights or warrants to purchase
or subscribe for stock or from any event treated as such for income tax
purposes.
9, Protective Provisions.
(a) Reservation of Shares; Transfer Taxes: Etc. The Corporation shall at
all times serve and keep available, out of its authorized and unissued stock,
solely for the purpose of effecting the conversion of the Convertible Preferred
Stock, such number of shares of its Common Stock free of preemptive rights as
shall from time to time be sufficient to effect the conversion of all shares of
Convertible Preferred Stock from time to time outstanding. The Corporation shall
from time to time, in accordance with the laws of the State of Nevada, increase
the authorized number of shares of Common Stock if at any time the number of
shares of Common Stock not outstanding shall not be sufficient to permit the
conversion fall the then outstanding shares of Convertible Preferred Stock,
If any shares of Common Stock required to be reserved for purposes of
conversion of the Convertible Preferred Stock hereunder require registration
with or approval of any governmental authority under any Federal or State law
before such shares may be issued upon conversion, the Corporation will in good
faith and as expeditiously as possible endeavor to cause such shares to be duly
registered or approved, as the case may be. If the Common Stock is listed on the
New York Stock Exchange or any other national securities exchange, the
Corporation will, if permitted by the rules of such exchange, list and keep
listed on such exchange, upon official notice of issuance, all shares of Common
Stock issuable upon conversion of the Convertible Preferred Stock.
The Corporation will pay any and all issue or other taxes that may be
payable in respect of any issue or delivery of shares of Common Stock on
conversion of the Convertible Preferred Stock, The Corporation shall not,
however, he required to pay any tax which may be payable in respect of any
transfer involved in the issue or delivery of Common Stock (or other securities
or assets) in a name other than that which the shares of Convertible Preferred
Stock so converted were registered, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid to the Corporation
the amount of such tax or has established, to the satisfaction of the
Corporation, that such tax has been paid.
Prior Notice of Certain Events. In case:
(i) The Corporation shall (I) declare any dividend (or any other
distribution I on its Common
Stock, other than (A) a dividend payable in shares of Common Stock or (B) a
dividend payable in cash out of its retained earnings other than any special or
non recurring or other extraordinary dividend or (2) declare or authorize a
redemption or repurchase of in excess of 10% of the than-outstanding shares of
Common Stock; or
(ii) the Corporation shall authorize the granting to the holders of Common
Stock of rights or warrants to subscribe for or purchase any shares or stock of
any class or if any other rights or warrants (other than any rights specified in
paragraph (c)(i)(1)(B) of this Section RI; or
(iii) of any reclassification of Common Stock (other than a subdivision or
combination of the outstanding Common Stock, or a change in par value, or from
par value to no par value, or from no par value to par value), or if any
consolidation or merger to which the Corporation is a party and for which
approval of any stockholders of the Corporation shall he required, or of the
sale or transfer or all or substantially all of the assets of the Corporation or
of any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or other property; or
(iv) of the voluntary or involuntary dissolution, liquidation or winding up
of the Corporation; then the Corporation shall cause to be filed with the
transfer agent for the Convertible Preferred Stock, and shall cause to be mailed
to the holders of record of the Convertible Preferred Stock, at their last
address as they shall appear upon the stock transfer hooks of the Corporation,
at least 15 days prior to the applicable record date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption or granting of rights or warrants or, if
a record is not to be taken, the date as a which the holders of Common Stock of
record to be entitled to such dividend, distribution. redemption, rights or
warrants are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up (but no failure to mail such notice or
any defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice).
(c) Class Voting Rights. So long as the Convertible Preferred Stock is
outstanding. the Corporation shall not, without the affirmative vote or consent
of the holders of at least a majority of all outstanding Convertible Preferred
Stock voting separately as a class, (i) Amend, alter or repeal (by merger or
otherwise) any provision of the Articles of Incorporation or the By-Laws of the
Corporation, as amended, so as adversely to affect the relative rights,
preferences, qualifications, limitations or restrictions of the Convertible
Preferred Stock, (ii) authorize or issue. or increase the authorized amount of,
any additional class or series of stock, or any security convertible into stock
of such class or series, ranking prior to the Convertible Preferred Stock in
respect of the payment of dividends or upon liquidation, dissolution or winding
up of the Corporation or (iii) effect any reclassification of the Convertible
Preferred Stock. A class vote on the part of the Convertible Preferred Stock
shall, without limitation, specifically not be deemed to be required (except as
otherwise required by law or resolution of the Corporation's Board of Directors)
in connection with; (a) the authorization, issuance or increase in the
authorized amount of any shares of any other class or series of stock which
ranks junior to, or on a parity with, the Convertible Preferred Stock in respect
of the payment of dividends and distributions upon liquidation, dissolution or
winding up of the Corporation; or (b) the authorization, issuance or increase in
the amount of any bonds, mortgages, debentures or other obligations of the
Corporation.
The affirmative vote or consent of the holders of a majority of the
outstanding Convertible Preferred Stock, voting or consenting separately as a
class, shall be required to (a) authorize any sale, lease or conveyance of all
or substantially all of the assets of the Corporation.
or (b) approve any merger, consolidation or compulsory share exchange of
the Corporation with or into any other person unless (i) the terms of such
merger, consolidation or compulsory share exchange do not provide for a change
in the terms of the Convertible Preferred Stock and (ii) the Convertible
Preferred Stock is. after such merger, consolidation or compulsory share
exchange on a parity with Or prior to any other class or series of capital stock
authorized by the surviving corporation as to dividends and upon Liquidation,
dissolution or winding up other than any class or series of stock of the
Corporation prior to the Convertible Preferred Stock as may have been created
with the affirmative vote or consent of the holders of at least 66-2/3% of the
Convertible Preferred Stock (or other than a class or series into which such
prior stock is converted as a result of such merger, consolidation or share
exchange).
10. Outstanding Shares. For purposes of this Certificate of Designation,
all shares of Convertible Preferred Stock shall be deemed outstanding except (i)
from the date of surrender of certificates representing shares of Convertible
Preferred Stock. all shares of Convertible Preferred Stock converted into Common
Stock-, (ii) the effective date of a Recapitalization Event defined in Section
8(b), and (iii) from the date of registration of transfer, all shares of
Convertible Preferred Stock held of record by the Corporation or any subsidiary
of the Corporation.
11. Securities Not Registered Under the Securities Act of 1933. Neither the
shares of Convertible Preferred Stock nor the Common Stock issuable upon
conversion thereof has been registered under the Securities Act of 1933 or the
laws of any state of the United States and may not be transferred without Ruth
registration or an exemption from registration.
(a) Restrictive Legends. Each share of Convertible Preferred Stock and
certificate for Common Stock issued upon the conversion of any shares of
Convertible Preferred Stock, and each preferred stock certificate issued upon
the transfer of any such shares of Convertible Preferred Stock or Common Stock
(except as otherwise permitted by this Section 11 ), shall he stamped or
otherwise imprinted with a legend in substantially the following form: "The
securities represented hereby have not been registered under the Securities Act
of 1933. Such securities may not be sold or transferred in the absence of such
registration or an exemption therefrom under said Act."
(b) Notice of Proposed Transfer; Opinions of Counsel. Except as provided in
paragraph (c) of this Section I I, prior to any transfer of any such shares of
Convertible Preferred Stock, or Common Stock, the holder thereof-will give
written notice to the Corporation of such holder's intention to effect such
transfer and to comply in all other respects with this Section II. Each such
notice (A) shall describe the manner and circumstances of the proposed transfer
in sufficient detail to enable counsel to render the opinions referred to below,
and (B) shall designate counsel for the holder giving such notice (who may he
house counsel for such holder). The holder giving such notice will submit a copy
thereof to the counsel designated in such notice and the Corporation will
promptly submit a copy thereof to its counsel, and the following provisions
shall apply:
(i) If in the opinion of each such counsel the proposed transfer of such
shares of Convertible Preferred Stock or Common Stock may be effected without
registration under the Act, the Corporation will promptly notify the holder
thereof and such holder shall thereupon be entitled to transfer such shares of
Convertible Preferred Stock or Common Stock in accordance with the terms of the
notice delivered by such holder to the Corporation. Each share of Convertible
Preferred Stock or certificate, if any, issued upon or in connection with such
transfer shall bear the appropriate restrictive legend set forth in paragraph
(a) of-this Section II, unless in the opinion of each such counsel such legend
is no longer required to insure compliance with the Act. If for any reason
counsel for the
Corporation (after having been furnished with the information required to be
furnished by this paragraph (b)) shall fail to deliver an opinion of the
Corporation, or the Corporation shall lad to notify such holder thereof as
aforesaid, within 20 days alter counsel for such holder shall have delivered its
opinion to such holder (with a copy to the Corporation), then for all purposes
of this Certificate of Designation the opinion of counsel for the Corporation
shall be deemed to be the same as the opinion of counsel for such holder.
(ii) If in the opinion of either or both of such counsel the proposed
transfer of such shares of Convertible Preferred Stock or Common Stock may not
be effected without registration under the Act, the Corporation will promptly so
notify the holder thereof and thereafter such holder shall not be entitled to
transfer such share of Convertible Preferred Stock or Common Stock until receipt
of a further notice from the Corporation under subparagraph (i) above or, in the
case of Common Stock, until registration of such Common stock under the Act has
become effective.
12. Preemptive Rights. The Convertible Preferred is not entitled to any
preemptive or subscription rights in respect of any securities of the
Corporation.
13. Severability of Provisions. Whenever possible, each provision hereof
shall be interpreted in a manner as to be effective and valid under applicable
law, but if any provision hereof is held to be prohibited by or invalid under
applicable law, such provision shall he ineffective only the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining provisions hereof. If a court of competent jurisdiction should
determine that a provision hereof would be valid or enforceable if a period of
time were extended or shortened or a particular percentage were increased or
decreased, then such court may make such change as shall be necessary to render
the provision in question effective and valid under applicable law.
IN WITNESS WHEREOF, MILLENNIUM NATIONAL EVENTS, INC. has caused this
certificate to be signed by its President, and its corporate seal to be hereunto
affixed and attested by its Secretary, as of the 7, day of May, 2007.
Mark Smith
President