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:
[ ] Preliminary Information Statement [ ] Confidential, for Use of the
Commission only (as permitted
by Rule 14c-5(d)(2)
[X] Definitive Information Statement
Raven Moon International, Inc.
------------------------------------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)1(ii), or 14c-5(g)
[ ] 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:
(3) Filing Party:
(4) Date Filed:
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Raven Moon International, Inc.
120 International Parkway, Suite 220
Heathrow, Florida 32726INFORMATION STATEMENT(Dated December
1, 2000) WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This Information Statement is first being furnished on or about December 1,
2000, to holders of record of the common stock, $.0001 par value per share
("Common Stock"), of Raven Moon International, Inc., a Florida corporation (the
"Company"), in connection with amendments ("Amendments") to the Company's
Articles of Incorporation, (the "Articles of Incorporation"), to (i) increase
the number of authorized shares of Common Stock of the Company to 200,000,000
shares and effect a ten-for-one forward split ("Common Forward Split") of the
issued and outstanding shares of Common Stock, and (ii) increase the number of
authorized shares of preferred stock, $.0001 per share ("Preferred Stock") to
200,000,000 shares and effect a ten-for-one forward split of the outstanding
Preferred Stock ("Preferred Forward Split"). A complete summary of each of these
matters is set forth herein.
With respect to the Amendments, the Board of Directors of the Company (the
"Board") has approved, and the shareholders owning a majority of the issued and
outstanding shares of Common Stock outstanding as of November 27, 2000, have
consented in writing to the Amendments. Such approval and consent are sufficient
under Section 607.0704 of the Florida Business Corporation Act and the Company's
Bylaws to approve the Amendments. Accordingly, the Amendments will not be
submitted to the other Company stockholders for a vote, and this Information
Statement is being furnished to stockholders solely to provide them with certain
information concerning the Amendments in accordance with the requirements of
Florida law and the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder, including particularly Regulation 14C.
The Amendments will be effective on January 1, 2001.
The principal executive offices of the Company are located at 120
International Parkway, Suite 220, Heathrow, Florida 32726, and the Company's
telephone number is (407) 304-4764.
NO DISSENTERS' RIGHTS
The corporate actions described in this Information Statement will not
afford to stockholders the opportunity to dissent from the actions described
herein and to receive an agreed or judicially appraised value for their shares.
THE AMENDMENTS
General
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The Company adopted the Amendments to increase its authorized capital stock
by authorizing (i) an increase in Common Stock to 200,000,000 shares of Common
Stock and a ten-for one (10-1) forward stock split ("Common Forward Split") of
the issued and outstanding shares of Common Stock ("Existing Common") and (ii)
an increase in Preferred Stock to 200,000,000 shares of Preferred Stock and a
ten-for-one (10-1) forward stock split ("Preferred Forward Split") of the issued
and outstanding shares of Preferred Stock ("Existing Preferred"). A copy of the
Articles of Amendment effecting the increase in authorized shares of Common
Stock and Preferred Stock and to effect the Common Forward Split and the
Preferred Forward Split, in substantially the form to be filed with the
Secretary of State of Florida, is attached to this Information Statement as
Exhibit A. The majority stockholders of the Company as of November 27, 2000, the
date of this Information Statement, have consented to the increase in authorized
shares of both Common Stock and Preferred Stock, which will become effective on
January 1, 2001 (the "Effective Date"). Pursuant to the Common Forward Split,
each one share of Existing Common issued and outstanding immediately prior to
the Effective Date will be reclassified as ten (10) shares of Common Stock, par
value $.0001 per share ("New Common"). Pursuant to the Preferred Forward Split,
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each one share of Existing Preferred issued and outstanding immediately prior to
the Effective Date will be reclassified as ten (10) shares of Preferred Stock,
par value $.0001 per share ("New Preferred").
The Company has taken all action required under Florida law to approve the
Amendments; however, since stockholder approval of the Amendments was obtained
by written consent rather than at a stockholders' meeting, Florida law requires
that notice be sent to all non-consenting stockholders notifying them of the
actions taken not more than 30 days after the effective date of the consent and
the Exchange Act will not permit such filing until the expiration of 20 calendar
days from the date hereof. The Articles of Amendment filed with the Florida
Secretary of State will not become effective until January 1, 2001, after the
expiration of the 20-calendar day period.
Stockholder Approval Previously Obtained
----------------------------------------
The Company has 9,163,482 issued and outstanding shares of Common Stock as
of November 27, 2000, each of which is entitled to one vote on any matter
brought to a vote of the Company's stockholders. The Company also has issued and
outstanding as of November 27, 2000, approximately 2,659,166 shares of Preferred
Stock, none of which have any voting rights. By written consent dated November
27, 2000, the stockholders holding a majority of the issued and outstanding
Common Stock of the Company approved the adoption and implementation of the
Amendments, such consent to take effect on January 1, 2001. Such action is
sufficient to satisfy the applicable requirements of Florida law that
stockholders approve such actions. Accordingly, stockholders will not be asked
to take further action on the Amendment at any future meeting and the Board of
Directors does not intend to solicit any proxies or consents from any other
stockholders in connection with the Amendments.
Purpose and Effect of Increase in Common Stock and Forward Split
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The authorization of additional Common Stock will provide the Company
greater flexibility in issuing capital stock in connection with any future
financing activities or corporate acquisitions using the Company's capital
stock. The primary purpose of the Common Forward Split is to increase the
tradability of the Company's Common Stock by increasing the number of shares
outstanding. The Common Forward Split will not materially affect the
proportionate equity interest in the Company of any holder of Existing Common or
the relative rights, preferences, privileges or priorities of any such
stockholder. In addition, the approximately 1,750,000 shares issuable upon
exercise of the Company's outstanding options, and the exercise price per share,
will be proportionately adjusted, and the par value per share of the Common
Stock will not be changed.
The additional shares of Common Stock issued as New Common resulting from
the Common Forward Split will be fully paid and non-assessable. All shares of
New Common will have the same par value, voting rights and other rights as
shares of the Existing Common have. Stockholders of the Company do not have
preemptive rights to acquire additional shares of Common Stock that may be
issued. The Company has no definitive plans or commitments to issue additional
shares of Common Stock.
Purpose of Increase in Preferred Stock and Preferred Forward Split
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The authorization of additional Preferred Stock will provide the Company
greater flexibility in issuing capital stock in connection with any future
financing activities or corporate acquisitions using the Company's capital
stock. An additional purpose of the Preferred Forward Split is to maintain the
same ratios of preferred to common given the Common Forward Split. The Preferred
Forward Split will not materially affect the proportionate equity interest in
the Company of any holder of Existing Preferred or the relative rights,
preferences, privileges or priorities of any such stockholder. There are no
outstanding options to purchase Preferred Stock.
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The Preferred Stock
-------------------
Effective January 1, 2001, the Company's Articles of Incorporation will be
amended to authorize the issuance of up to 200,000,000 shares of Preferred
Stock. All but 50,000,000 shares of the Preferred Stock will be "blank check"
preferred stock, which means that the Amendment authorizes the Board to
designate the rights, preferences, privileges and voting powers of the Preferred
Stock. As of November 27, 2000 there were 2,959,950 shares of Preferred Stock
issued and outstanding, and there are no outstanding options, warrants or other
rights to purchase shares of Preferred Stock. The Board has designated
50,000,000 shares of the Preferred Stock, including these 2,959,950 shares of
previously issued and outstanding shares of Preferred Stock together with any
additional shares of Preferred Stock issued prior to the Effective Date of the
Preferred Amendments, as Series A Preferred Stock. The 2,959,950 shares issued
as of November 27, 2000 will be adjusted to 29,959,950 shares of Series A
Preferred Stock as a result of the Preferred Forward Split. Each additional
share of Preferred Stock that is issued prior to the Effective Date of the
Preferred Amendments also will be subdivided into ten shares of Preferred Stock
and designated as Series A Preferred Stock. The rights, preferences, privileges
and voting powers of the Series A Preferred Stock will remain as they were upon
issuance and will not change as the result of the designation of the current
shares of Preferred Stock as Series A Preferred Stock, and are set forth below.
Series A Preferred Stock
Dividends: The holders of Series A Preferred Stock shall not be entitled to
receive any fixed dividends and shall be entitled to receive only such cash
dividends as may be declared from time to time by the Board in its discretion,
from any assets legally available for the payment of dividends. Before any
dividends (other than dividends payable in capital stock ranking junior to the
Series A Preferred Stock) on, or any distribution in respect of, any class or
classes of stock of the Company ranking junior to the Series A Preferred Stock
as to dividends, shall be declared or paid or set apart for payment, the holders
of Series A Preferred Stock shall have received payment in full of all
dividends, if any, in arrears on the Series A Preferred Stock.
Redemption: Each holder of record of Series A Preferred Stock shall have
the right to have his shares of Series A Preferred Stock redeemed by the Company
at any time commencing on the date which is three (3) years from the date of
issuance and continuing until the date which is five (5) years from the date of
issuance of such stock, at a redemption price equal to Ten Dollars ($10.00) per
share plus the amount of all dividends declared but unpaid as of the date of
such redemption.
The Corporation also shall have the right to redeem the Series A Preferred
Stock at any time commencing on the date which is four (4) years from the date
of issuance and before the date which is six (6) years from the date of issuance
at a redemption price equal to Seven and 50/100 Dollars ($7.50) per share plus
the amount of all dividends declared but unpaid as of the date of such
redemption.
Conversion: Commencing from and after three (3) years from the date of
issuance and continuing until the date which is five (5) years from the date of
issuance, each holder of record of Series A Preferred Stock shall have the right
to convert each share of Series A Preferred Stock issued and outstanding into
one share of Common Stock.
Dissolution: In the event of the dissolution, liquidation or winding up of
the affairs of the Company, whether voluntary or involuntary, or in the event of
its insolvency, there shall be paid to the holders of the Series A Preferred
Stock One Dollar per share of Series A Preferred Stock issued and outstanding as
of the date of dissolution before any distribution of assets or payment shall be
made to the holders of any class of Common Stock of the Company. Certain other
series of Preferred Stock issued in the future may receive priority
distributions. If the assets of the Company available for distribution to the
holders of Series A Preferred Stock shall be insufficient to permit payment to
the holders of the Series A Preferred Stock of the full amount or amounts
aforesaid, then the entire assets of the Company shall be distributed ratably
among the holders of the Series A Preferred Stock then outstanding according to
the number of shares held by each. After the amounts provided for above have
been paid or distributed, any assets remaining shall be paid to or distributed
among the holders of Common Stock pro rata on a per-share basis and the holders
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of record of Series A Preferred Stock shall not be entitled to any distribution
of assets remaining after payment in full of the preferred liquidation amount.
Voting Rights: Except as otherwise required by law, the holders of Series A
Preferred Stock shall have no right to vote their shares.
Exclusion Of Other Rights: Except as otherwise required by law, the shares
of Series A Preferred Stock shall not have any preferences or relative
participating, optional or other special rights except as specifically set forth
above.
Restrictions On Transfer: The Series A Preferred Stock and the shares of
Common Stock issuable upon conversion thereof will not be registered under the
Securities Act of 1933 (the "Securities Act"), and as such, will be restricted
securities as defined in Rule 144 under the Securities Act. The Company has no
obligation to register the Series A Preferred Stock or the Common Stock issuable
upon conversion thereof under the Securities Act. The certificates representing
the shares of Series A Preferred Stock and the Common Stock issuable upon
conversion thereof will bear restrictive legends setting forth those
restrictions on transferability.
EFFECTIVENESS OF AMENDMENTS
The Company reserves the right, upon notice to stockholders, to abandon or
modify the proposed Amendments at any time prior to the filing of the Amendments
upon consent of the Board and the holders of a majority of the Existing Common
then issued and outstanding.
NUMBER OF HOLDERS OF COMMON STOCK
As of November 27, 2000, there were approximately 660 holders of record of
Existing Common. The Company does not anticipate that as a result of the Common
and Preferred Forward Splits the number of holders of record or beneficial
owners of Existing Common or New Common will change significantly.
OPTIONS
The Company has outstanding various options to acquire up to an aggregate
of approximately 1,750,000 shares of Common Stock at various exercise prices.
The amount of Common Stock issuable pursuant to these options will be increased
to ten times the previous amounts and the per share exercise prices will be
decreased accordingly.
STOCK CERTIFICATES
The Common Forward Split and the Preferred Forward Split will occur on the
Effective Date without any further action on the part of stockholders of the
Company. After the Effective Date, each certificate representing shares of
Existing Common and shares of Existing Preferred will be deemed to represent ten
(10) shares of New Common and New Preferred, as the case may be.
Florida Atlantic Stock Transfer, Inc. 7130 Nob Hill Road, Tamarac, Florida
33321, telephone number (954)-726-4954 (the "Transfer Agent"), will issue to
each stockholder of record a certificate representing the additional number of
shares of New Common or New Preferred, as the case may be, issuable as the
result of the Common Forward Split and the Preferred Forward Split. For example,
if a stockholder owns ten shares of Existing Common as of the Effective Date,
then the that stockholder will own 100 shares of Common Stock resulting from the
Common Forward Split, and the Transfer Agent will issue that stockholder a
certificate representing the ninety additional shares of Common Stock the
stockholder will be entitled to as a result of the Common Forward Split. There
will no need to exchange certificates representing Existing Common or Existing
Preferred for New Common or New Preferred.
The Certificates representing shares of New Common and New Preferred will
contain the same restrictive legend as is on the shares of Existing Common and
Existing Preferred for which the new shares are being issued. As applicable, the
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time period during which a stockholder has held the Existing Common and Existing
Preferred will be included in the time period during which such stockholder
actually holds the certificates representing the additional New Common and
additional New Preferred received as a result of the share divisions for the
purposes of determining the term of the restrictive period applicable to the New
Common and the New Preferred.
FEDERAL INCOME TAX CONSEQUENCES
The receipt of New Common in the Common Forward Split and New Preferred in
the Preferred Forward Split should not result in any taxable gain or loss to
stockholders for federal income tax purposes. The tax basis of New Common
received as a result of the Common Forward Split, and New Preferred received as
a result of the Preferred Forward Split will be equal, in the aggregate, to the
basis of the Existing Common, or the Existing Preferred, as the case may be. The
per share tax basis of the New Common and New Preferred is based on the tax
basis of the Existing Common and Existing Preferred, as applicable. For purposes
of determining whether short-term or long-term capital gains treatment will be
applied to a stockholder's disposition of New Common subsequent to the Common
Forward Split or New Preferred subsequent to the Preferred Forward Split, a
stockholder's holding period for the shares of Existing Common or Existing
Preferred, as applicable will be included in the holding period for the
additional shares of Common Stock received as a result of the Common Forward
Split or Preferred Stock received as result of the Preferred Forward Split.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of November 27, 2000, the beneficial
ownership of the Company's Common Stock (i) by the only persons who are known by
the Company to own beneficially more than 5% of the Company's Common Stock; (ii)
by each director of the Company; and (iii) by all directors and officers as a
group. Percentage ownership assumes all vested options are fully exercised
except as noted in footnote (1) below, and is based on 9,163,482 shares of
Common Stock issued and outstanding as of November 27, 2000.
Name and Address of Shares of Common Percentage
Beneficial Owner Stock Owned Ownership
---------------- ----------- ----------
J&B DiFrancesco, Inc 3,486,672 38.05%
2221 Springs Landing Blvd.
Longwood, FL 32779
Joseph and Bernadette 4,311,724 47.05%
DiFrancesco, JT (1), (2)
2221 Springs Landing Blvd.
Longwood, FL 32779
Stephen Chrystie (2) 52,668 .57%
270 N. Cannon Drive
Beverly Hills, CA 90210
International Investment and 600,000 6.55%
Banking, Inc.
2101 West S.R. 434, Ste. 221
Longwood, FL 32779
All Officers and Directors
as a Group (3 persons)(1), (2) 4,364,392 47.63%
========= ======
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(1) Includes 3,486,672 shares issued to J & B DiFrancesco, Inc., an affiliated
entity controlled by Mr. and Mrs. DiFrancesco, and 825,052 shares owned by
Mr. and Mrs. DiFrancesco as joint tenants. The number of shares excludes
shares issuable upon conversion of a convertible debenture in the amount of
$2,500,000 issued to Mr. and Mrs. DiFrancesco and 2,500,000 warrants to
purchase Common Stock. The debenture is convertible into, and the warrants
may be exercised to purchase, Common Stock of the Company at any time
during the five year period commencing April 1, 2000 at a conversion rate
equal to 70% of the average of the initial five days' closing trading
prices of the Company's Common Stock when active trading begins, which is
anticipated to occur in the 2000 calendar year. The debenture is due 5
years from the date of issue. The precise number of shares issuable upon
conversion and exercise is not capable of calculation at this time, and
therefore is not included in the table. The number of shares also excludes
options to purchase 1,500,000 issued to Mr. and Mrs. DiFrancesco. The
options are excluded because exercise of the options would result in the
total issued shares exceeding the currently authorized number of shares.
(2) The numbers set forth above do not include warrants to purchase up to
250,000 shares of the Company's Common Stock issued to Mr. DiFrancesco,
warrants to purchase up to 250,000 shares of the Company's Common Stock
issued to Mrs. DiFrancesco, or warrants to purchase up to 250,000 shares of
the Company's Common Stock issued to Mr. Chrystie. The warrants have a term
of ten years, and are exercisable at any time prior to expiration at an
exercise price equal to 70% of the average of the initial five day's
closing trading prices of the Company's Common Stock when active trading
begins, which is anticipated to occur in the 2000 calendar year. The
precise number of shares issuable upon exercise of these warrants is not
capable of calculation at this time, and therefore, the warrants are not
reflected in the totals set forth above.
The number of shares beneficially owned by each director or executive
officer is determined under rules of the Securities and Exchange Commission (the
"Commission"), and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has the sole or shared voting power or
investment power and also any shares that the individual has the right to
acquire within 60 days of the date hereof through the exercise of any stock
option or other right. Unless otherwise indicated, each person has the sole
investment and voting power (or shares such powers with his or her spouse) with
respect to the shares set forth in the table.
MATERIAL INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference: The Company's
annual report on Form 10-K for the fiscal year ended December 31, 1999; and the
Company's quarterly reports on Form 10-Q for the fiscal quarter ended March 31,
2000, June 30, 2000, and September 30, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Information Statement shall be
deemed to be incorporated by reference into this Information Statement and to be
a part hereof from the dates of filing such documents or reports. Any statement
contained herein or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Information Statement
to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Statement.
THIS INFORMATION STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN CERTAIN
EXHIBITS TO DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM A COPY OF THIS
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INFORMATION STATEMENT HAS BEEN DELIVERED UPON WRITTEN OR ORAL REQUEST, IN THE
CASE OF COMPANY DOCUMENTS, TO JOEY DIFRANCESCO, CHAIRMAN OF THE BOARD, RAVAN
MOON INTERNATIONAL, INC., 120 INTERNATIONAL PARKWAY, SUITE 220, HEATHROW,
FLORIDA 32746, TELEPHONE: (407) 304-4764.
By order of the Board of Directors
November 27, 2000 By: /s/ Joey DiFrancesco
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Joey DiFrancesco, President
EXHIBIT INDEX
Exhibit A Form of Amendment to the Articles of Incorporation of Raven Moon
International, Inc.
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EXHIBIT A
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ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
RAVEN MOON INTERNATIONAL, INC.
RAVEN MOON INTERNATIONAL, INC., a Florida corporation (the "Corporation"),
hereby amends its Articles of Incorporation as follows:
Article IV of the Articles of Incorporation of the Corporation is hereby
deleted in its entirety and amended to read as follows:
ARTICLE V.
1. Authorized Stock. This Corporation is authorized to
issue the following shares of capital stock:
(a) Common Stock. The aggregate number of shares
of Common Stock that the Corporation shall have
authority to issue is 200,000,000 shares with a par
value of $.0001 per share.
(b) Preferred Stock. The aggregate number of
shares of Preferred Stock that the Corporation shall
have authority to issue is 200,000,000 shares with a
par value of $.0001 per share.
2. Description of Common Stock. Holders of Common Stock
are entitled to one vote for each share held of record
on all matters submitted to a vote of stockholders and
may not cumulate their votes for the election of
directors. Shares of Common Stock are not redeemable,
do not have any conversion or preemptive rights, and
are not subject to further calls or assessments once
fully paid.
Holders of Common Stock will be entitled to share
pro rata in such dividends and other distributions as
may be declared from time to time by the board of
Directors out of funds legally available therefor,
subject to any prior rights accruing to any holders of
preferred stock of the Corporation. Upon liquidation or
dissolution of the Corporation, holders of shares of
Common Stock will be entitled to share proportionally
in all assets available for distribution to such
holders.
3. Forward Common Stock Split. Effective on January 1,
2001 (the "Effective Date"), all shares of Common Stock
of the Corporation outstanding as of the Effective Date
automatically shall be subdivided at the rate of
ten-for-one (the "Forward Split") without the necessity
of any further action on the part of the holders
thereof or the Corporation, provided, however, that the
Corporation shall, through its transfer agent, exchange
certificates representing Common Stock outstanding
immediately prior to the Effective Date of the Forward
Split (the "Existing Common") into new certificates
representing the appropriate number of shares of Common
Stock resulting from the subdivision ("New Common").
The par value of the Common Stock shall remain as
otherwise provided in ARTICLE IV of the Articles of
Incorporation and shall not be modified as a result of
the Forward Split.
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From and after the Effective Date, the term "New
Common" as used in this ARTICLE IV shall mean Common
Stock as provided in the Articles of Incorporation.
4. Description of Preferred Stock. The terms,
preferences, limitations and relative rights of the
Preferred Stock are as follows:
(a) The Board of Directors is expressly authorized
at any time and from time to time to provide for the
issuance of shares of Preferred Stock in one or more
series, with such voting powers, full or limited, but
not to exceed one vote per share, or without voting
powers, and with such designations, preferences and
relative participating, optional or other special
rights and qualifications, limitations or restrictions,
as shall be fixed and determined in the resolution or
resolutions providing for the issuance thereof adopted
by the Board of Directors, and as are not stated and
expressed in this Certificate of Incorporation or any
amendment hereto, including (but without limiting the
generality of the foregoing) the following:
(i) the distinctive designation of such series and
the number of shares which shall constitute such
series, which number may be increased (but not above
the total number of authorized shares of Preferred
Stock and, except where otherwise provided by the Board
of Directors in creating such series) or decreased (but
not below the number of shares thereof then
outstanding) from time to time by resolution by the
Board of Directors;
(ii) the rate of dividends payable on shares of
such series, the times of payment, whether dividends
shall be cumulative, the conditions upon which and the
date from which such dividends shall be cumulative;
(iii) whether shares of such series can be
redeemed, the time or times when, and the price or
prices at which shares of such series shall be
redeemable, the redemption price, terms and conditions
of redemption, and the sinking fund provisions, if any,
for the purchase or redemption of such shares;
(iv) the amount payable on shares of such series
and the rights of holders of such shares in the event
of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the
Corporation;
(v) the rights, if any, of the holders of shares
of such series to convert such shares into, or exchange
such shares for, shares of Common Stock or shares of
any other class or series of Preferred Stock and the
terms and conditions of such conversion or exchange;
and
(vi) the rights, if any, of the holders of shares
of such series to vote.
(b) Except in respect of the relative rights and
preferences that may be provided by the Board of
Directors as hereinbefore provided, all shares of
Preferred Stock shall be of equal rank and shall be
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identical, and each share of a series shall be
identical in all respects with the other shares of the
same series.
5. Forward Split of Preferred Stock. Effective on
January 1, 2001 (the "Effective Date"), each share of
Preferred Stock issued and outstanding as of the
Effective Date automatically shall be subdivided at the
rate of ten-for-one (the "Preferred Forward Split")
into ten shares, without the necessity of any further
action on the part of the holders thereof or the
Corporation, provided, however, that the Corporation
shall, through its transfer agent, issue certificates
representing the additional number of shares of
Preferred Stock resulting from the subdivision ("New
Preferred"). The par value of the Preferred Stock shall
remain as otherwise provided in ARTICLE IV of the
Articles of Incorporation and shall not be modified as
a result of the Preferred Forward Split.
6. Designation and Description of Series A Preferred
Stock. Immediately following the Preferred Forward
Split, 50,000,000 shares of Preferred Stock, including
all shares of New Preferred Stock issued and
outstanding as of the Effective Date, are hereby
designated as Series A Preferred Stock. From and after
the Effective Date, the term "New Preferred" as used in
this ARTICLE IV shall mean Series A Preferred Stock as
provided in the Articles of Incorporation. The terms,
preferences, limitations and relative rights of the
Series A Preferred Stock are as follows:
(a) Voting. The Series A Preferred Stock shall be
nonvoting and the holders thereof shall not be entitled
to vote on any issue coming before the shareholders of
the Corporation.
(b) Dividends. Each holder of record of shares of
Series A Preferred Stock shall not be entitled to
receive any fixed dividends and shall be entitled to
receive only such dividends as and when declared by the
Board of Directors, out of assets at the time legally
available therefor. Dividends declared on Series A
Preferred Stock shall be paid in preference to any
dividends on Common Stock, and no cash dividends shall
be paid on Common Stock if the payment of declared
dividends on the Series A Preferred Stock shall be in
arrears.
(c) Redemption.
(i) Optional Redemption by the Corporation.
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(A) Commencing on the date which is four (4) years
from the date of issue and continuing until the date
which is six (6) years from the date of issue
("Corporation Redemption Period"), so long as the
holder of record thereof has not previously called such
shares of Series A Preferred Stock for redemption, the
Corporation may, at its option, at any time and from
time to time during such Corporation Redemption Period,
redeem, for cash, the outstanding Series A Preferred
Stock at a redemption price equal to Seven and 50/100
Dollars ($7.50) per share plus the amount of all
declared and unpaid dividends with respect to such
shares up to and including the date of such redemption
("Corporation Redemption Price"). The Corporation
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Redemption Price shall be payable in full in cash on or
before thirty (30) days from the date of redemption.
(B) The Corporation shall be obligated to make any
redemptions among all holders of Series A Preferred
Stock pro rata in proportion to the total number of
shares of Series A Preferred Stock outstanding at the
time of such redemption.
(C) Notice of any redemption, specifying the date
fixed for the redemption and place where the amount to
be paid upon redemption is payable, shall be mailed,
postage pre-paid, at least ninety (90) days prior to
the redemption date to each holder of record of shares
of Series A Preferred Stock to be redeemed, at its
address as it shall appear on the books of the
Corporation.
(D) If notice of redemption shall have been mailed
as provided in subparagraph (C) above, and if, on or
before the redemption date specified in such notice,
all funds necessary for such redemption shall have been
set aside by the Corporation separate and apart from
its other funds in trust for the account of the holder
of the shares to be redeemed, then, on and after the
redemption date, notwithstanding that any certificate
for Series A Preferred Stock so called for redemption
shall not have been surrendered for cancellation, the
shares represented thereby shall be deemed no longer to
be outstanding, the right to further dividends thereon
shall cease, and all rights with respect to such Series
A Preferred Stock shall forthwith terminate, except for
the right to the holders thereof to receive out of the
funds set aside in trust the amount payable on
redemption thereof, but without interest.
(E) In the event that any holder of Series A
Preferred Stock fails to surrender for redemption the
certificates for Series A Preferred Stock called for
redemption within the notice period, the Corporation,
at its option, may cancel such Shares and reserve funds
for payment as set forth in subparagraph (D) above.
(ii) Optional Redemption by Holder.
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(A) Commencing on the date which is three (3)
years from the date of issue and continuing until the
date which is five (5) years from the date of issue, so
long as the Corporation has not previously called such
outstanding shares of Series A Preferred Stock for
redemption, each share of Series A Preferred Stock may,
at the option of the holder of record thereof, at any
time and from time to time, be called for redemption at
a redemption price equal to Ten Dollars ($10.00) per
share plus the amount of all declared and unpaid
dividends with respect to such shares up to and
including the date of such redemption ("Holder
Redemption Price").
(B) Before any holder of shares of Series A
Preferred Stock shall be entitled to call the same for
redemption, such holder shall surrender the certificate
or certificates representing such shares thereof, duly
endorsed, at the office of the Corporation or any
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transfer agent for such stock, and shall give written
notice to the Corporation at such office that he elects
to have such shares redeemed. The Corporation shall pay
to the holder the Holder Redemption Price in full in
cash on or before thirty (30) days from the date of
redemption. Such redemption shall be deemed to have
been made immediately prior to the close of business on
the date of surrender of the shares of Series A
Preferred Stock to be redeemed, the shares of Series A
Preferred Stock called for redemption shall be deemed
no longer to be outstanding, the right to further
dividends thereon shall cease, and all rights with
respect to such Series A Preferred Stock shall
forthwith terminate, except for the right to the
holders thereof to receive the amount payable on
redemption thereof, but without interest.
(d) Conversion. The holders of record of shares of
Series A Preferred Stock shall have conversion rights
as follows (the "Conversion Rights"):
(i) Optional Conversion by Shareholders. Each
share of Series A Preferred Stock shall be convertible,
at the option of the holder thereof, (i) at any time
after the date which is three (3) years from the date
of issuance of such share and continuing until the date
which is five (5) years from the date of issuance, at
the office of the Corporation or any transfer agent for
such stock, into one (1) fully paid and nonassessable
share of the Corporation's Common Stock ("Conversion
Ratio"). All declared but unpaid dividends on each
share of Series A Preferred Stock at the time of
conversion shall, at the option of the holder thereof,
be paid in full in cash on the conversion date or shall
be converted into such number of fully paid and
nonassessable shares of Common Stock as is determined
by dividing the amount of accrued but unpaid dividends
by $10.00. No fractional shares shall be issued.
(ii) Mechanics of Conversion. Before any holder of
shares of Series A Preferred Stock shall be entitled to
convert the same into share of Common Stock, such
holder shall surrender the certificate or certificates
representing such shares thereof, duly endorsed, at the
office of the Corporation or any transfer agent for
such stock, and shall give written notice to the
Corporation at such office that he elects to convert
the same and shall state therein the name or names in
which it wishes the certificate or certificates for
such for such share of Common Stock to be issued and
whether he elects to have all accrued but unpaid
dividends thereon paid in cash or converted into Common
Stock. The Corporation shall, as soon as practicable
thereafter and at its expense, issue and deliver at
such office to such holder a certificate or
certificates for the number of shares of Common Stock
to which he shall be entitled as aforesaid. Such
conversion shall be deemed to have been made
immediately prior to the close of business on the date
of surrender of the shares of Series A Preferred Stock
to be converted, 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.
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(iii) Adjustment for Subdivisions, Combinations or
Consolidations of Common Stock and Stock Dividends. In
the event the outstanding shares of Common Stock shall
be subdivided by stock split or otherwise, into a
greater number of share of Common Stock, or a dividend
or distribution of Common Stock payable to all holders
of Common Stock shall be made, or a record date for
such dividend declared, the Conversion Ratio shall,
concurrently with the effectiveness or record date, as
the case may be, of such subdivision of dividend, be
proportionately decreased. In the event the outstanding
shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a
lesser number of share of Common Stock, the Conversion
Ratio shall, concurrently with the effectiveness of
such combination or consolidation, be proportionately
increased.
(iv) Adjustments for Reorganization,
Reclassification, Exchange and Substitution. In case of
any reorganization or any reclassification of the
capital stock of the Corporation, any consolidation or
merger of the Corporation with or into another
corporation or corporations, or the conveyance of all
or substantially all of the assets of the Corporation
to another corporation or a subdivision or combination
of shares referred to in subparagraph (d)(iii) above,
the Conversion Ratio for Series A Preferred Stock then
in effect shall, concurrently with the effectiveness of
such reorganization or reclassification, be
proportionately adjusted such that Series A Preferred
Stock shall be convertible into, in lieu of the number
of shares of Common Stock which the holders would
otherwise have been entitled to receive, a number of
shares of such other class or classes of stock or other
securities or property equivalent to the number of
shares of Common Stock that would have been subject to
receipt by the holders upon conversion of Series A
Preferred Stock immediately before such event; and, in
any such case, appropriate adjustment (as determined by
the Board) shall be made in the application of the
provisions herein set forth with respect to the rights
and interest thereafter of the holders of Series A
Preferred Stock, to the end that the provisions set
forth herein (including provisions with respect to
change in and other adjustments of the Conversion
Ratio) shall thereafter be applicable, as nearly as
reasonably may be, in relation to any shares of stock
or other property thereafter deliverable upon the
conversion of Series A Preferred Stock.
(v) No Impairment. The Corporation will not, by
amendment of its Articles of Incorporation 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 paragraph (d) 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 Series A Preferred Stock against
impairment.
(vi) Certificates as to Adjustments. Upon the
occurrence of each adjustment or readjustment of a
Conversion Ratio pursuant to this paragraph (d), the
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Corporation, at its expense, shall promptly compute
such adjustment or readjustment in accordance with the
terms hereof and furnish to each holder of Series A
Preferred Stock a certificate setting forth such
adjustment or readjustment and showing in detail the
facts upon which such adjustment or readjustment is
based. The Corporation shall, upon the written request
at any time of any holder of Series A Preferred Stock,
furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustments and
readjustments, (ii) the applicable Conversion Ratio 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 Series A Preferred Stock.
(vii) 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 or other distribution, any security or right
convertible into or entitling the holder thereof to
receive Common Stock, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of
any class or any other securities or property, or to
receive any other right, the Corporation shall mail to
each holder of Series A Preferred Stock at least thirty
(30) days prior to the date specified therein, a notice
specifying the date on which any such record is to be
taken for the purpose of such dividend, distribution,
security or right, and the amount and character of such
dividend, distribution, security or right.
(viii) Issue Taxes. The Corporation shall pay any
and all issue and other taxes that may be payable in
respect of any issue or delivery of shares of Common
Stock on conversion of shares of Series A Preferred
Stock pursuant hereto; provided, however, that the
Corporation shall not be obligated to pay any transfer
taxes resulting from any transfer requested by any
holder in connection with any such conversion.
(ix) Reservation of Stock Issuable Upon Conversion
or Exchange. The Corporation shall at all times reserve
and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of
effecting the conversion or exchange of the shares of
Series A Preferred Stock, such number of its shares of
Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding shares of
Series A Preferred Stock; and if at any time the number
of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion or exchange
of all then outstanding shares of Series A Preferred
Stock, the Corporation will take such corporate action
as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation,
engaging in best efforts to obtain the requisite
shareholder approval of any necessary amendment to
these Articles of Incorporation.
(x) Fractional Shares. No fractional share shall
be issued upon the conversion or exchange of any share
or shares of Series A Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable
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upon conversion of more than one share of Series A
Preferred Stock by a holder thereof shall be aggregated
for purposes of determining whether the conversion or
exchange would result in the issuance of any fractional
share. If, after the aforementioned aggregation, the
conversion or exchange would result in the issuance of
a fraction of a share of Common Stock, the Corporation
shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in
cash equal to the fair market value of such fraction on
the date of conversion or exchange (as determined in
good faith by the Board of Directors).
(e) Notices. Any notice required by the provisions
of subparagraphs (c) or (d) to be given to the holders
of shares of Series A Preferred Stock shall be deemed
given upon confirmed transmission by facsimile or
telecopy or upon deposit in the United States mail,
postage prepaid, and addressed to each holder of record
at its address appearing on the books of the
Corporation. Notwithstanding the foregoing, if a
shareholder to whom notice is to be given has an
address of record which is outside of the United
States, then any notice to such shareholder under this
paragraph (e) shall be deemed given upon confirmed
transmission by facsimile or telecopy or ten (10) days
after deposit in the United States mail, postage
prepaid, and addressed to such holder at its address
appearing on the books of the Corporation.
(f) Liquidation. The holders of record of shares
of Series A Preferred Stock shall be entitled to
receive, upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, One
Dollar ($1.00) per share plus the amount of all
declared and unpaid dividends with respect to the
Series A Preferred Stock as of the date thereof
("Liquidation Amount"), prior to any distribution to
the holders of Common Stock. If, in any such case, the
assets of the Corporation are insufficient to make such
payments in full, then the available assets will be
distributed among the holders of Series A Preferred
Stock ratably in proportion to the full amount to which
each such holder would have been entitled had the
assets of the Corporation been sufficient to make such
payments in full. The holders of record of Series A
Preferred Stock shall not be entitled to any
distribution of assets remaining after payment in full
of the Liquidation Amount.
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2. The foregoing Amendment was adopted on November 27, 2000, by the duly
authorized vote of the majority shareholders of the Corporation. Except as
amended hereby, the rest and remainder of the Corporation's Articles of
Incorporation shall be and remain in full force and effect. The number of votes
cast by the majority shareholders for the Amendment was sufficient for approval
by the shareholders.
3. This Amendment shall become effective as of January 1, 2001.
Dated this ___ day of __________ 2000.
RAVEN MOON INTERNATIONAL, INC.
By: /s/ Joey DiFrancesco
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Joey DiFrancesco, President
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