<PAGE> 1
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No.____________________)
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2)).
[ ] Definitive Information Statement
BOBBY ALLISON WIRELESS CORPORATION
________________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
Bobby Allison Wireless Corporation
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
(727) 584-7902
--------------------
INFORMATION STATEMENT
The following information is furnished to holders of Common Stock and holders of
Series B Preferred Stock of the Company in connection with the proposed
unanimous consent of the shareholders to be taken in lieu of a special meeting
of the common shareholders of Bobby Allison Wireless Corporation (the "Company")
for the purpose of amending the Articles of Incorporation of the Company to
change the liquidation rights with respect to the Series B Preferred Stock and
the Series C Preferred Stock such that each of the holders of Series B Preferred
Stock and Series C Preferred Stock have equal liquidation rights or receive
distributions in the event of a liquidation ratably without preference rather
than Series B Preferred Stock having priority over the Series C Preferred Stock
and to change the conversion ratio per share from 4,166 shares of Common Stock
to 2,500 shares of Common Stock. A copy of the Unanimous Consent for execution
by you along with a copy of the proposed Articles of Amendment are enclosed with
this Information Statement. This Information Statement is first being mailed to
holders of Common Stock and Series B Preferred Stock on or about June 29, 1999.
We are not asking you for a proxy and you are requested not to send us a proxy.
GENERAL INFORMATION
Voting Rights and Record Date
In accordance with the Articles of Incorporation of the Company, a
majority of the holders of the Common Stock of the Company have the right to
amend the Articles of Incorporation unless such amendment negatively affects
certain rights of the holders of preferred stock which requires the vote of the
majority of the affected series of preferred stock. The proposed amendment to
the Articles of Incorporation negatively affects the rights of the holders of
Series B Preferred Stock. Consequently, the proposed amendment requires the
vote of a majority of the holders of Series B Preferred Stock. The holders of
Series A Preferred Stock are not eligible to vote on the proposed amendment
except in the event of a default by the Company on any payments to the holders
of Series A Preferred Stock. There are no shares of Series C Preferred Stock
currently outstanding.
Holders of common stock of record at the close of business on June 29, 1999, are
entitled to vote on the proposed Amendment. As of June 29, 1999, there were
480,000 shares of the Company's Common Stock issued and outstanding, and
entitled to vote and 50 shares of the Company's Series B Preferred Stock issued
and outstanding, and entitled to vote. The holders of the Common Stock and
Series B Preferred Stock are entitled to one vote per share.
Expenses of Solicitation
The cost of soliciting proxies is paid by the Company. Solicitation is
being made principally by mail; in addition certain officers and directors of
the Company and persons acting under their instructions may also solicit
proxies on behalf of management by telephone or in person. The cost of such
additional solicitation, if any, and such expenses is not expected to be
material.
<PAGE> 3
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned as of June 29, 1999 by (i) each
person or entity known by the Company to own more than 5% of the outstanding
Common Stock, (ii) each Named Executive Officer of the Company; (iii) each
director of the Company, and (iv) all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES(1) PERCENTAGE(2)
- ------------------------ --------- -------------
<S> <C> <C>
Robert L. McGinnis(3) 197,498 25.90%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
James L. Ralph, Jr.(3) 197,498 25.90%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
James S. Holbrook, Jr.(4)(5) 279,976 37.29%
1901 Sixth Avenue North, Suite 2100
Birmingham, Alabama 35203
Sterne, Agee & Leach Group, Inc.(5) 246,648 32.85%
1901 Sixth Avenue North
Birmingham, Alabama 35203
Sterne, Agee & Leach Group, Inc.(5) 246,648 32.85%
1901 Sixth Avenue North
Birmingham, Alabama 35203
The Trust Company of Sterne, Agee & Leach, Inc.(5) 246,648 32.85%
800 Shades Creek Parkway, Suite 125
Birmingham, Alabama 35209
All directors and executive officers as a group(3 674,972 85.57%
persons)
</TABLE>
__________________________
(*) Indicates beneficial ownership of less than 1% of the outstanding shares of
the Company's Common Stock.
(1) Includes shares of Common Stock owned and shares of Common Stock into which
shares of convertible preferred stock of the Company owned by such person is
convertible. The only actual owners of the Company's Common Stock are Robert L.
McGinnis, James L. Ralph, Sterne, Agee & Leach, Inc. and The Trust Company of
Sterne, Agee & Leach, Inc.
(2) Calculated pursuant to Rule 13d-3(d) under the Securities Exchange Act of
1934 ("Exchange Act"). Under Rule 13d-3(d), shares not outstanding which are
subject to options exercisable within 60 days are deemed outstanding for the
purpose of calculating the number and percentage owned by such person, but not
deemed outstanding for the purpose of calculating the percentage owned by any
other person listed. As of December 31, 1998, the Company had 750,790 shares of
Common Stock outstanding.
(3) Messrs, McGinnis and Ralph are Named Executive Officers, directors and five
(5) percent shareholders. Each of Messrs, McGinnis and Ralph hold an option to
purchase up to 10,000 shares of Common Stock at $6.00 per share which are
currently exercisable.
(4) Mr. Holbrook is a director, 5% beneficial owner and served as Chairman and
CEO from August 27 through December 31, 1998.
2
<PAGE> 4
(5) Mr. Holbrook (33,328 shares), Sterne, Agee & Leach Group, Inc. (99,948
shares) Sterne, Agee and Leach, Inc., (30,000 shares) and The Trust Company of
Sterne, Agee & Leach, Inc. (116,664 shares) constitute a voting group under
Rule 13d-1 as defined in the Exchange Act. Mr. Holbrook disclaims beneficial
ownership of all securities held by Sterne, Agee & Leach Group, Inc., Sterne,
Agee & Leach, Inc. and The Trust company of Sterne, Agee & Leach, Inc. Sterne,
Agee & Leach Group, Inc., Sterne, Agee & Leach, Inc. and The Trust Company of
Sterne, Agee & Leach, Inc. as trustees disclaim beneficial ownership of all
securities held by The Trust Company of Sterne, Agee & Leach, Inc. for the
benefit of third parties.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the Merger, each of Messrs. McGinnis and Ralph were issued
debentures of the Company in the principal amount $125,000 payable in
installment over three (3) years at an interest rate of 7.5% per annum.
AMENDMENT TO ARTICLES OF INCORPORATION
The Company's Articles of Incorporation currently authorize the
issuance of 250 shares of Series C Preferred Stock, par value $1.00 per share,
each share of which is convertible into 4,166 shares of the Company's common
stock; however, there are currently no shares outstanding. The Company
anticipates issuing shares of its Series C Preferred Stock but desires to make
certain amendments to the terms of the Series C Preferred Stock as set forth in
the proposed unanimous consent and Articles of Amendment. The Company desires to
amend the liquidation preference to change the liquidation rights with respect
to the Series B Preferred Stock and the Series C Preferred Stock such that each
of the holders of Series B Preferred Stock and Series C Preferred Stock have
equal liquidation rights or receive distributions in the event of a liquidation
ratably without preference rather than Series B Preferred Stock having priority
over the Series C Preferred Stock.
The amendment further amends the number of shares of Common Stock into
which each share of Series C Preferred Stock is convertible from 4,166 shares to
2,500 shares.
See the proposed Articles of Amendment attached hereto as Exhibit A.
By Order of the Board of Directors
3
<PAGE> 5
EXHIBIT A
---------
FOURTH AMENDMENT TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BOBBY ALLISON WIRELESS CORPORATION
WHEREAS, Bobby Allison Wireless Corporation (the "Corporation"), a
Florida corporation, filed with the Florida Department of State on December 1,
1998 its Amended and Restated Articles of Incorporation (the "Articles"); and
WHEREAS, as permitted by Florida Statute Section 607.1001, the
Corporation reserved the right to amend thE Articles pursuant to Article IX of
the Articles; and
WHEREAS, the Corporation amended the Articles pursuant to its First
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on December 28, 1998; and
WHEREAS, the Corporation amended the Articles pursuant to its Second
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on March 1, 1999; and
WHEREAS, the Corporation amended the Articles pursuant to its Third
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on June __, 1999 and effective July 5, 1999; and
WHEREAS, the Corporation desires to further amend its Articles to amend
certain provisions relating to the Series C Convertible Preferred Stock of the
Corporation; and
WHEREAS, the Corporation is owned by both common stockholders and
preferred stockholders, but the Corporation's preferred stockholders are not
entitled to vote with respect to the amendment hereinafter set forth; and
WHEREAS, the amendment hereinafter set forth has been adopted with the
consent of, and has been approved by, all of the Corporation's common
stockholders and all of the Corporation's Board of Directors.
NOW, THEREFORE, the Articles are hereby amended as follows:
1. Article IV, Section 4.2(a) shall be amended by eliminating the
definition of SERIES B LIQUIDATION PREFERENCE and SERIES C LIQUIDATION
PREFERENCE in their entirety and inserting the following definition in lieu
thereof:
(iv) "SERIES A/B LIQUIDATION PREFERENCE" shall have the
meaning set forth in Section 4.2 (c)(iv) hereof.
2. Article IV, Section 4.2(c)(iv) and (v) of the Articles shall be
deleted in their entirety and the following Article IV, Section 4.2(c)(iv) shall
be inserted in lieu thereof:
(iv) In the event of any such Disposition, after the full
amount of the Series A Liquidation Preference has been paid to the
holders of the Series A Preferred Stock and before any payment or
distribution shall be made to the holders of the Common Stock or any
other Subordinate Stock, the holders of Series B Preferred Stock and
Series C Preferred Stock shall be entitled to be paid ratably without
preference out of the Disposition Proceeds in cash, or, if the
Corporation does not have sufficient cash on hand to pay such amounts,
property of the Corporation at its fair market value as determined by
the Board of Directors, an amount (the "SERIES B/C LIQUIDATION
PREFERENCE") equal to the Series B Initial Purchase Price and Series C
Initial Purchase Price, respectively, plus any accrued but unpaid
dividends. If upon any such Disposition, the remaining assets of the
Corporation available for distribution to its shareholders shall be
insufficient to pay the holders of the Series B Preferred Stock and
Series C Preferred Stock the full amount of the Series B/C Liquidation
Preference, the holders of the Series B Preferred Stock and Series C
Preferred Stock shall share ratably without preference among themselves
in any distribution of the remaining assets and funds of the
Corporation in proportion to the respective amounts that would
otherwise be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares
were paid in full.
<PAGE> 6
3. Article IV, Section 4.2(d)(i)(1) of the Articles shall be deleted in
its entirety and the following Article IV, Section 4.2(d)(i)(1) shall be
inserted in lieu thereof:
(1) The holders of the Preferred Stock shall have the right,
at their option, to convert shares of Preferred Stock into shares of
Common Stock of the Corporation at any time and from time to time,
without the payment of additional consideration, into four thousand one
hundred sixty-six (4,166) shares of fully paid and nonassessable shares
of Common Stock for each share of Series A Preferred Stock and Series B
Preferred Stock and two thousand five hundred (2,500) shares of fully
paid and nonassessable shares of Common Stock for each share of Series
C Preferred Stock (the applicable conversion rate of each of the Series
A Preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock being hereinafter referred to in each instance as the
"CONVERSION RATE"). For purposes of this Section 4.2, the Conversion
Rate shall be subject to adjustment as provided in Section
4.2(d)(ii)(2) and 4.2(d)(ii)(3) below.
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Fourth Amendment to Amended and Restated Articles of Incorporation
on the date or dates set forth below, to be effective on July 29, 1999.
BOBBY ALLISON WIRELESS CORPORATION
By:
----------------------------------------------
Robert L. McGinnis, as its Chief Executive
Officer and Chairman of the Board
Date:
--------------------------------------------
By:
----------------------------------------------
James L. Ralph, as its President and Secretary
Date:
--------------------------------------------
<PAGE> 7
BOBBY ALLISON WIRELESS CORPORATION
ACTION BY CONSENT OF SERIES B CONVERTIBLE PREFERRED SHAREHOLDERS
The undersigned persons, being all of the common shareholders of Bobby
Allison Wireless Corporation (the "Corporation"), a Florida corporation, hereby
adopt and approve this Action By Consent by unanimous written consent pursuant
to Florida Statute Section 607.0704.
RESOLVED, by the holders of the Series B Convertible Preferred Stock of
the Corporation hereby adopt and approve the Fourth Amendment To Amended And
Restated Articles of Incorporation, which is attached hereto as Exhibit "A"
("Amendment"), incorporated by reference, and made a part hereof, and which
changes certain provisions relating to the Series C Convertible Preferred Stock,
particularly liquidation preference from last in priority of the Preferred Stock
to ratably without preference with the Series B Preferred Stock and the
conversion ratio from 4,166 shares to 2,500 shares.
RESOLVED FURTHER, that the officers of the Corporation are authorized
to take all actions and execute and file all documents necessary to effect the
Amendment.
IN WITNESS WHEREOF, the undersigned common shareholders have executed
this Action on the date or dates set forth below.
<TABLE>
<CAPTION>
<S> <C>
STERNE, AGEE & LEACH GROUP, INC. THE STERNE, AGEE INVESTORS NO. 3
James S. Holbrook, Jr., as its Chairman and CEO James S. Holbrook, Jr. as its Chairman and CEO
Date: Date:
-----------------------------------------
THE TRUST COMPANY OF STERNE, AGEE & LEACH, INC. ----------------------------------------------
AND ANNE KNIGHT HOLBROOK, AS TRUSTEES FOR THE ROY James S. Holbrook, Jr.
W. KNIGHT GRANDCHILDREN'S TRUST
Date: Date:
------------------------------------------------ -----------------------------------------
- ----------------------------------------------------- ----------------------------------------------
William Keith, as its President Robert L. McGinnis
Date: Date:
------------------------------------------------ -----------------------------------------
- ----------------------------------------------------- ----------------------------------------------
Anne Knight Holbrook James L. Ralph
Date: Date:
------------------------------------------------ -----------------------------------------
- ----------------------------------------------------- ----------------------------------------------
Alonzo H. Lee, Jr. Charles R. White
Date: Date:
------------------------------------------------ -----------------------------------------
- -----------------------------------------------------
Henry S. Lynn, Jr.
Date:
------------------------------------------------
</TABLE>
<PAGE> 8
[Bobby Allison Letterhead]
July 9, 1999
Dear Shareholder:
We have enclosed a unanimous consent of the shareholders and
information statement for your consideration. The unanimous consent provides for
the amendment of the articles of Incorporation in order to amend the liquidation
preference to change the liquidation rights with respect to the Series B
Preferred Stock and the Series C Preferred Stock such that each of the holders
of Series B Preferred Stock and Series C Preferred Stock have equal liquidation
rights or receive distributions in the event of a liquidation ratably without
preference rather than Series B Preferred Stock having priority over the Series
C Preferred Stock and change the per share conversion ratio from 4,166 shares of
Common Stock to 2,500 shares of Common Stock. Please execute the unanimous
consent of the shareholders where indicated and return to me in enclosed,
self-addressed prepaid envelope.
Very truly yours,
Robert L. McGinnis
Chairman and Chief Executive Officer
<PAGE> 9
EXHIBIT A
---------
FOURTH AMENDMENT TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BOBBY ALLISON WIRELESS CORPORATION
WHEREAS, Bobby Allison Wireless Corporation (the "Corporation"), a
Florida corporation, filed with the Florida Department of State on December 1,
1998 its Amended and Restated Articles of Incorporation (the "Articles"); and
WHEREAS, as permitted by Florida Statute Section 607.1001, the
Corporation reserved the right to amend the Articles pursuant to Article IX of
the Articles; and
WHEREAS, the Corporation amended the Articles pursuant to its First
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on December 28, 1998; and
WHEREAS, the Corporation amended the Articles pursuant to its Second
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on March 1, 1999; and
WHEREAS, the Corporation amended the Articles pursuant to its Third
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on June __, 1999 and effective July 5, 1999; and
WHEREAS, the Corporation desires to further amend its Articles to amend
certain provisions relating to the Series C Convertible Preferred Stock of the
Corporation; and
WHEREAS, the Corporation is owned by both common stockholders and
preferred stockholders, but the Corporation's preferred stockholders are not
entitled to vote with respect to the amendment hereinafter set forth; and
WHEREAS, the amendment hereinafter set forth has been adopted with the
consent of, and has been approved by, all of the Corporation's common
stockholders and all of the Corporation's Board of Directors.
NOW, THEREFORE, the Articles are hereby amended as follows:
1. Article IV, Section 4.2(a) shall be amended by eliminating the
definition of SERIES B LIQUIDATION PREFERENCE and SERIES C LIQUIDATION
PREFERENCE in their entirety and inserting the following definition in lieu
thereof:
(iv) "SERIES A/B LIQUIDATION PREFERENCE" shall have the
meaning set forth in Section 4.2 (c)(iv) hereof.
2. Article IV, Section 4.2(c)(iv) and (v) of the Articles shall be
deleted in their entirety and the following Article IV, Section 4.2(c)(iv) shall
be inserted in lieu thereof:
(iv) In the event of any such Disposition, after the full
amount of the Series A Liquidation Preference has been paid to the
holders of the Series A Preferred Stock and before any payment or
distribution shall be made to the holders of the Common Stock or any
other Subordinate Stock, the holders of Series B Preferred Stock and
Series C Preferred Stock shall be entitled to be paid ratably without
preference out of the Disposition Proceeds in cash, or, if the
Corporation does not have sufficient cash on hand to pay such amounts,
property of the Corporation at its fair market value as determined by
the Board of Directors, an amount (the "SERIES B/C LIQUIDATION
PREFERENCE") equal to the Series B Initial Purchase Price and Series C
Initial Purchase Price, respectively, plus any accrued but unpaid
dividends. If upon any such
<PAGE> 10
Disposition, the remaining assets of the Corporation available for
distribution to its shareholders shall be insufficient to pay the
holders of the Series B Preferred Stock and Series C Preferred Stock
the full amount of the Series B/C Liquidation Preference, the holders
of the Series B Preferred Stock and Series C Preferred Stock shall
share ratably without preference among themselves in any distribution
of the remaining assets and funds of the Corporation in proportion to
the respective amounts that would otherwise be payable in respect of
the shares held by them upon such distribution if all amounts payable
on or with respect to such shares were paid in full.
3. Article IV, Section 4.2(d)(i)(1) of the Articles shall be deleted in
its entirety and the following Article IV, Section 4.2(d)(i)(1) shall be
inserted in lieu thereof:
(1) The holders of the Preferred Stock shall have the right,
at their option, to convert shares of Preferred Stock into shares of
Common Stock of the Corporation at any time and from time to time,
without the payment of additional consideration, into four thousand one
hundred sixty-six (4,166) shares of fully paid and nonassessable shares
of Common Stock for each share of Series A Preferred Stock and Series B
Preferred Stock and two thousand five hundred (2,500) shares of fully
paid and nonassessable shares of Common Stock for each share of Series
C Preferred Stock (the applicable conversion rate of each of the Series
A Preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock being hereinafter referred to in each instance as the
"CONVERSION RATE"). For purposes of this Section 4.2, the Conversion
Rate shall be subject to adjustment as provided in Section
4.2(d)(ii)(2) and 4.2(d)(ii)(3) below.
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Fourth Amendment to Amended and Restated Articles of Incorporation
on the date or dates set forth below, to be effective on July 29, 1999.
BOBBY ALLISON WIRELESS CORPORATION
By:
Robert L. McGinnis, as its Chief Executive
Officer and Chairman of the Board
Date:
By:
James L. Ralph, as its President and Secretary
Date:
<PAGE> 11
BOBBY ALLISON WIRELESS CORPORATION
ACTION BY CONSENT OF COMMON SHAREHOLDERS
The undersigned persons, being all of the common shareholders of Bobby
Allison Wireless Corporation (the "Corporation"), a Florida corporation, hereby
adopt and approve this Action By Consent by unanimous written consent pursuant
to Florida Statute Section 607.0704.
RESOLVED, by the holders of the Common Stock of the Corporation hereby
adopt and approve the Fourth Amendment To Amended And Restated Articles of
Incorporation, which is attached hereto as Exhibit "A" ("Amendment"),
incorporated by reference, and made a part hereof, and which changes certain
provisions relating to the Series C Convertible Preferred Stock, particularly
liquidation preference from last in priority of the Preferred Stock to ratably
without preference with the Series B Preferred Stock and the conversion ratio
from 4,166 shares to 2,500 shares.
RESOLVED FURTHER, that the officers of the Corporation are authorized
to take all actions and execute and file all documents necessary to effect the
Amendment.
IN WITNESS WHEREOF, the undersigned common shareholders have executed
this Action on the date or dates set forth below.
------------------------------------------
Robert L. McGinnis
Date:
--------------------------------------
--------------------------------------------
James L. Ralph
Date:
--------------------------------------
STERNE, AGEE & LEACH, INC.
--------------------------------------------
James S. Holbrook, Jr., as its Chairman and CEO
Date:
--------------------------------------
THE TRUST COMPANY OF STERNE, AGEE & LEACH, INC.
--------------------------------------------
William Keith, as its President
Date:
--------------------------------------
<PAGE> 12
EXHIBIT A
---------
FOURTH AMENDMENT TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BOBBY ALLISON WIRELESS CORPORATION
WHEREAS, Bobby Allison Wireless Corporation (the "Corporation"), a
Florida corporation, filed with the Florida Department of State on December 1,
1998 its Amended and Restated Articles of Incorporation (the "Articles"); and
WHEREAS, as permitted by Florida Statute Section 607.1001, the
Corporation reserved the right to amend the Articles pursuant to Article IX of
the Articles; and
WHEREAS, the Corporation amended the Articles pursuant to its First
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on December 28, 1998; and
WHEREAS, the Corporation amended the Articles pursuant to its Second
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on March 1, 1999; and
WHEREAS, the Corporation amended the Articles pursuant to its Third
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on June __, 1999 and effective July 5, 1999; and
WHEREAS, the Corporation desires to further amend its Articles to amend
certain provisions relating to the Series C Convertible Preferred Stock of the
Corporation; and
WHEREAS, the Corporation is owned by both common stockholders and
preferred stockholders, but the Corporation's preferred stockholders are not
entitled to vote with respect to the amendment hereinafter set forth; and
WHEREAS, the amendment hereinafter set forth has been adopted with the
consent of, and has been approved by, all of the Corporation's common
stockholders and all of the Corporation's Board of Directors.
NOW, THEREFORE, the Articles are hereby amended as follows:
1. Article IV, Section 4.2(a) shall be amended by eliminating the
definition of SERIES B LIQUIDATION PREFERENCE and SERIES C LIQUIDATION
PREFERENCE in their entirety and inserting the following definition in lieu
thereof:
(iv) "SERIES A/B LIQUIDATION PREFERENCE" shall have the meaning set
forth in Section 4.2 (c)(iv) hereof.
2. Article IV, Section 4.2(c)(iv) and (v) of the Articles shall be
deleted in their entirety and the following Article IV, Section 4.2(c)(iv) shall
be inserted in lieu thereof:
(iv) In the event of any such Disposition, after the full amount of the
Series A Liquidation Preference has been paid to the holders of the Series A
Preferred Stock and before any payment or distribution shall be made to the
holders of the Common Stock or any other Subordinate Stock, the holders of
Series B Preferred Stock and Series C Preferred Stock shall be entitled to be
paid ratably without preference out of the Disposition Proceeds in cash, or, if
the Corporation does not have sufficient cash on hand to pay such amounts,
property of the Corporation at its fair market value as determined by the Board
of Directors, an amount (the "SERIES B/C LIQUIDATION PREFERENCE") equal to the
Series B Initial Purchase Price and Series C Initial Purchase Price,
respectively, plus any accrued but unpaid dividends. If upon any such
Disposition, the remaining assets of the Corporation available for distribution
to its shareholders shall be insufficient to pay the holders of the Series B
Preferred Stock and Series C Preferred Stock the full amount of the Series B/C
Liquidation Preference, the holders of the Series B Preferred Stock and Series C
Preferred Stock shall share ratably without preference among themselves in any
distribution of the remaining assets and funds of the Corporation in proportion
to the respective amounts that would otherwise be payable in respect of the
shares held by them upon such distribution if all amounts payable on or with
respect to such shares were paid in full.
<PAGE> 13
3. Article IV, Section 4.2(d)(i)(1) of the Articles shall be deleted in
its entirety and the following Article IV, Section 4.2(d)(i)(1) shall be
inserted in lieu thereof:
(1) The holders of the Preferred Stock shall have the right, at their
option, to convert shares of Preferred Stock into shares of Common Stock of the
Corporation at any time and from time to time, without the payment of additional
consideration, into four thousand one hundred sixty-six (4,166) shares of fully
paid and nonassessable shares of Common Stock for each share of Series A
Preferred Stock and Series B Preferred Stock and two thousand five hundred
(2,500) shares of fully paid and nonassessable shares of Common Stock for each
share of Series C Preferred Stock (the applicable conversion rate of each of the
Series A Preferred Stock, the Series B Preferred Stock and the Series C
Preferred Stock being hereinafter referred to in each instance as the
"CONVERSION RATE"). For purposes of this Section 4.2, the Conversion Rate shall
be subject to adjustment as provided in Section 4.2(d)(ii)(2) and 4.2(d)(ii)(3)
below.
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Fourth Amendment to Amended and Restated Articles of Incorporation
on the date or dates set forth below, to be effective on July 29, 1999.
BOBBY ALLISON WIRELESS CORPORATION
By:
----------------------------------------------
Robert L. McGinnis, as its Chief Executive
Officer and Chairman of the Board
Date:
--------------------------------------------
By:
----------------------------------------------
James L. Ralph, as its President and Secretary
Date:
--------------------------------------------
