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EXHIBIT 3.12
CERTIFICATE OF DESIGNATION OF
SERIES A PREFERRED STOCK OF
INETVISIONZ.COM, INC.
DATED DECEMBER 11, 2000
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STATE OF DELAWARE
CERTIFICATE OF DESIGNATION OF
SERIES A PREFERRED STOCK
OF
INETVISIONZ.COM, INC.,
A DELAWARE CORPORATION
A.
CERTIFICATION
Noreen Khan and Lawrence Horwitz certify that they are President and
Secretary, respectively, of Inetvisionz.com, Inc., a Delaware corporation
(the "Corporation"), and that, pursuant to the Corporation's Articles of
Incorporation, as amended, and Delaware General Corporation Law, the Board of
Directors of the Corporation adopted the following resolutions on August 29,
2000; at which point none of the Series A Preferred Stock had been issued.
B.
SERIES A PREFERRED STOCK
1. CREATION AND DESIGNATION OF SERIES A PREFERRED STOCK. The
Corporation is authorized to issue 10,000,000 (Ten Million) shares of
preferred stock, $.001 par value, of which 2,000,000 (Two Million) shares are
designated as the Series A Preferred Stock (the "Shares"), having the voting
powers, preferences, relative, participating, optional and other special
rights and the qualifications, limitations and restrictions thereof that are
set forth below.
2. PRIORITY VALUE. The Shares will have preference in
liquidation distributions (to the extent of the Offering Price per Share)
over the Company's Common Stock. In the event of any Liquidation Event, the
holders of Shares will be entitled to receive $1.00 per Share before the
holders of Common Stock receive any distributions. A "LIQUIDATION EVENT"
means any liquidation, dissolution or winding-up of the Company.
3. CONVERSION RIGHTS. Each Share is convertible into one share
of the Company's Common Stock. In the event the shares of common stock of the
Company close at a trading price (the average between the bid and ask) of at
least $1.50 for 15 consecutive trading days, then the Company shall have the
right to require the conversion of the preferred stock in accordance with the
terms of this Memorandum. If the gross revenues of the Company for calendar
2000 are $5.0 million or greater, there will be no adjustment to the
conversion ratio. If such gross revenues are less than $5.0 million, the
conversion ratio will be reduced on a pro rata basis. For example, if the
2000 gross revenues are $4.0 million, the conversion ratio will be reduced by
20% so that four Shares shall be convertible into five shares of common stock.
4. DIVIDENDS. Each Share has a quarterly cumulative
dividend of $.025 per share accruing each January 1, April 1, July 1 and
October 1, commencing on October 1, 2000. The dividend accrual on October 1,
2000 and January 1, 2001 will be pro rated to actual date of issuance.
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5. REGISTRATION RIGHTS. The Company is obligated to register
the underlying shares of Common Stock in any subsequent registration
statement filed by the Company with the Securities and Exchange Commission,
so that holders of the Convertible Preferred Stock shall, after conversion
into Common Shares, be entitled to sell the same simultaneously with and upon
the terms and conditions as the securities sold for the account of the
Company are being sold pursuant to any such registration statement, subject
to lock-up provisions as may be proposed by the underwriter or the Company,
not to exceed 90 days from the effective date of such registration statement
(the "Piggyback Registration Right").
6. VOTING. The Shares will be entitled to votes equal to
the number of shares of Common Stock into which such Shares are convertible.
7. PROTECTIVE RIGHTS. The conversion ratio of the Shares
will be adjusted in the event of any stock splits, stock dividends, or
other adjustments to the Company's capital structure.
8. INFORMATION RIGHTS. The Company will provide holders of
Shares with all notices, reports and
other information provided the holders of the Company's Common Stock.
9. RESTRICTIONS ON TRANSFERABILITY. The Shares offered hereby
have not been registered pursuant to the Securities Act and are offered for
sale under applicable exemptions from registration. Persons acquiring Shares
must acknowledge their understanding that they may not transfer or dispose of
such securities unless the shares are registered or an exemption from
registration is then available, in the opinion of counsel to the Company.
The Shares, when issued, will be "RESTRICTED SECURITIES" as defined
in Rule 144 and generally may be sold publicly only after a registration
statement becomes effective, in reliance upon Rule 144, or in reliance on
another applicable exemption from registration requirements of the Securities
Act. The discussion of restrictions on transferability set forth herein is
not intended to be comprehensive. A prospective investor should consider
consulting with legal counsel concerning the consequences of ownership of
restricted securities.
10. NO FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS.
a. No fractional shares shall be issued upon the conversion
of any share or shares of the Series A Preferred Stock and the number of
shares of Common Stock to be issued shall be rounded to the nearest whole
share. Whether or not fractional shares are issuable upon such conversion
shall be determined on the basis of the total number of shares of Series A
Preferred Stock the holder is at the time converting into Common Stock and
the number of shares of Common Stock issuable upon such aggregate conversion.
b. Upon the occurrence of each adjustment or readjustment
of the Conversion Price of Series A Preferred Stock, this Corporation, at its
expense, shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and prepare 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. This 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 (A) such adjustment and readjustment,
(B) the Conversion Price for such series of Preferred Stock at the time in
effect, and (C) 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
a share of Series A Preferred Stock
11. NOTICES OF RECORD DATE. In the event of any taking by
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this Corporation of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive
any dividend (other than a cash dividend) or other distribution, 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, this
Corporation shall mail to each holder of Series A Preferred Stock, at least
twenty (20) 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 or right, and the amount and character of such
dividend, distribution or right.
12. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. This
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 of the shares of the 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 the 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 of all then
outstanding shares of the Series A Preferred Stock, in addition to such other
remedies as shall be available to the holder of such Preferred Stock, this
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
purposes, including, without limitation, engaging in best efforts to obtain
the requisite shareholder approval on any necessary amendment to these
articles.
13. NOTICES. Any notice required to be given to the holders of
shares of Series A Preferred Stock shall be deemed given if deposited in the
United States mail, postage prepaid, and addressed to each holder of record
at his address appearing on the books of this Corporation. Further, the
Corporation will provide holders of Series A Preferred Stock with all
notices, reports and other information provided to the holders of the
Corporation's Common Stock.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation of Series A Preferred Stock to be duly executed by its President
and attested to by its Secretary and has caused its corporate seal to be
affixed hereto, this 17th day of November, 2000.
/S/ NOREEN KHAN
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Noreen Khan, President
/S/ LAWRENCE HORWITZ
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Lawrence Horwitz, Secretary
