SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 23, 2000
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MARKETING SERVICES GROUP, INC.
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(Exact name of Registrant as specified in charter)
Nevada 0-16730 88-0085608
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
333 Seventh Avenue
New York, New York 10001
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(Address of Principal Executive Offices)
917/339/7100
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(Registrant's telephone number, including area code)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Exhibits:
3.1 Amended and Restated Articles of Incorporation (a)
3.2 Certificate of Amendment to the Amended and Restated Articles
of Incorporation of the Company (a)
3.3 Certificate of Amendment to the Articles of Incorporation for
change of name to All-Comm Media Corporation (b)
3.4 Certificate of Amendment of Articles of Incorporation for
increase in number of authorized shares to 36,300,000 total(c)
3.5 Certificate of Amendment of Articles of Incorporation for change
of name to Marketing Services Group, Inc. (d)
3.6 Certificate of Amendment of Articles of Incorporation for
increase in number of authorized shares to 75,150,000 total(e)
3.7 The Amended Certificate of Designation, Preferences and
Relative, Participating and Optional and Other Special Rights
of Preferred Stock and Qualifications, Limitations and
Restrictions Thereof for the Series D Convertible Preferred
Stock (f)
3.8 Certificate of Designation, Preferences, and Rights of Series E
Convertible Preferred Stock of Marketing Services Group, Inc.(g)
3.9 Certificate of Amendment to Certificate of Designation,
Preferences, and Rights of Series E Convertible Preferred Stock
of Marketing Services Group, Inc.
4.1 Warrant Agreement between Marketing Services Group, Inc. and
Marshall Capital Management, Inc. (g)
4.2 Warrant Agreement between Marketing Service Group, Inc. and RCG
International Investors, LDC (g)
4.3 Registration Rights Agreement, dated as of February 18, 2000,
by and among the Company, RGC International Investors, LDC and
Marshall Capital Management, Inc. (g)
10.1 Securities Purchase Agreement dated as of February 18, 2000,
by and among the Company, RGC International Investors, LDC and
Marshall Capital Management, Inc. (g)
20.1 Press Release dated February 25, 2000 (g)
(a) Incorporated by reference from the Company's Registration Statement on Form
S-4, Registration Statement No. 33-45192
(b) Incorporated by reference to the Company's Report on Form 10-K for the
fiscal year ended June 30, 1995
(c) Incorporated by reference to the Company's Report on Form 10-K dated June
30, 1996
(d) Incorporated by reference to the Company's Report on Form 10-KSB for the
fiscal year ended June 30, 1997
(e) Incorporated by reference to the Company's Report on Form 10-KSB for the
fiscal year ended June 30, 1998
(f) Incorporated by reference to the Company's Report on Form 8-K dated January
13, 1996
(g) Previously filed hereunder.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARKETING SERVICES GROUP, INC.
Date: March 23, 2000 By: /s/ Cindy H. Hill
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Title: Chief Accounting Officer
Exhibit 3.9
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF
DESIGNATIONS, PREFERENCES, AND RIGHTS
of
SERIES E CONVERTIBLE PREFERRED STOCK
of
MARKETING SERVICES GROUP, INC.
(Pursuant to Section 78.1955 of the
Nevada General Corporation Law)
MARKETING SERVICES GROUP, INC., a corporation organized and existing
under the Nevada General Corporation Law (the "Corporation"), hereby certifies
that (a) the amendments to the Certificate of Designation (as defined below) set
forth in this Certificate of Amendment were approved by the written consent of
100% of the holders of the outstanding Series E Convertible Preferred Stock of
the Corporation in accordance with Section 78.1955(3) of the Nevada General
Corporation Law and the requirements set forth in Article IX of the Certificate
of Designation (as defined below) and (b) the following resolutions were adopted
by the Board of Directors of the Corporation on March 17, 2000 pursuant to
authority of the Board of Directors as required by Section 78.1955 of the Nevada
General Corporation Law:
WHEREAS, the original designation of the series of preferred stock
is "Series E Convertible Preferred Stock," which designation is not being
amended; and
WHEREAS, Article V.A.(ii) of the Certificate of Designation provides
as follows:
"(ii) The Corporation fails to obtain effectiveness with the
Securities and Exchange Commission (the "SEC"), prior to June 18, 2000, of the
Registration Statement (as defined in the Registration Rights Agreement, the
"Registration Statement") required to be filed pursuant to Section 2(a) of the
Registration Rights Agreement, or fails to obtain the effectiveness of any
additional Registration Statement (required to be filed pursuant to Section 3(b)
of the Registration Rights Agreement) within sixty (60) days after the
Registration Trigger Date (as defined in the Registration Rights Agreement), or
any such Registration Statement, after its initial effectiveness and during the
Registration Period (as defined in the Registration Rights Agreement), lapses in
effect or sales of all of the Registrable Securities (as defined in the
Registration Rights Agreement, the "Registrable Securities") otherwise cannot be
made thereunder (whether by reason of the Corporation's failure to amend or
supplement the prospectus included therein in accordance with the Registration
Rights Agreement, the Corporation's failure to file and obtain effectiveness
with the SEC of an additional Registration Statement required to be filed
pursuant to Section 3(b) of the Registration Rights Agreement or otherwise) for
more than forty-five (45) consecutive calendar days or more than sixty (60)
calendar days in any twelve (12) month period after such Registration Statement
becomes effective."
WHEREAS, Article V.C. of the Certificate of Designation provides
as follows:
"C. Failure to Pay Redemption Amounts. In the case of a
Mandatory Redemption Event, if the Corporation fails to pay the Mandatory
Redemption Amount, within five (5) business days of written notice that such
amount is due and payable, then (assuming there are sufficient authorized
shares) in addition to all other available remedies, each holder of Series E
Preferred Stock shall have the right at any time, so long as the Mandatory
Redemption Event continues, to require the Corporation, upon written notice,
to immediately issue (in accordance with and subject to the terms of Article
VI below), in lieu of the Mandatory Redemption Amount, the number of shares
of Common Stock of the Corporation equal to such applicable redemption amount
divided by any Conversion Price (as defined below), as chosen in the sole
discretion of the holder of Series E Preferred Stock, in effect from the date
of the Mandatory Redemption Event until the date such holder elects to
exercise its rights pursuant to this Article V.E."
RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of this Corporation (the "Board of Directors" or the
"Board") in accordance with the provisions of its Articles of Incorporation, the
Board of Directors, with the consent of 100% of the holders of the outstanding
Series E Convertible Preferred Stock of the Corporation, hereby amends certain
of the provisions of the Certificate of Designations, Preferences and Rights of
Series E Convertible Preferred Stock of the Corporation filed with the Secretary
of State of the State of Nevada on February 22, 2000 (the "Certificate of
Designation") as follows:
1. Article V.A(ii) of the Certificate of Designation shall be
amended to delete the reference to "June 18, 2000" and replace such reference
with "July 18, 2000".
2. Article V.C of the Certificate of Designation shall be
amended and restated in its entirety as follows:
"C. Payment of Redemption Amounts in Common Stock.
In the case of a Mandatory Redemption Event, subject to the restrictions set
forth in Article VI.A(b) and the proviso to Article VI.A(a), each holder of
Series E Preferred Stock may elect, at any time and from time to time prior to
the payment of the Mandatory Redemption Amount by written notice to the
Corporation of such election (a "Stock Redemption Notice"), to require the
Corporation to immediately issue (in accordance with and subject to the terms of
Article VI below), in lieu of all or any portion of the Mandatory Redemption
Amount, the number of shares of Common Stock of the Corporation equal to such
portion of the Mandatory Redemption Amount which such holder of Series E
Preferred Stock elects to receive in Common Stock pursuant to this Article V.C.
divided by the lesser of (i) the Redemption Market Price (as defined below) and
(ii) the Conversion Price (as defined below) in effect on the date the Stock
Redemption Notice is sent to the Corporation. The "Redemption Market Price"
shall be the Closing Bid Price (as defined below) of the Common Stock on the
Trading Day prior to the date the Stock Redemption Notice is sent to the
Corporation. To the extent an electing holder of Series E Preferred Stock does
not elect or is not entitled to receive shares of Common Stock pursuant to this
Article V.C., the remaining portion of the Mandatory Redemption Amount which has
not been received in Common Stock by such holder shall be payable by the
Corporation in cash in accordance with Article V.A."
3. All of the other provisions of the Certificate of
Designation shall remain in full force and effect.
[Rest of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Certificate of Designation is executed and
acknowledged on behalf of the Corporation this 20th day of March, 2000.
MARKETING SERVICES GROUP, INC.
By:___________________________________
J. Jeremy Barbera
Chairman of the Board and Chief
Executive Officer
By:____________________________________
Alan I. Annex
Secretary
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State of New York, )
) ss.
County of _________.)
This instrument was acknowledged before me on March ___, 2000, by J.
Jeremy Barbera, as President of Marketing Services Group, Inc.
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Notary Public
State of New York, )
) ss.
County of _________.)
This instrument was acknowledged before me on March ___, 2000, by Alan
I. Annex, as Secretary of Marketing Services Group, Inc.
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Notary Public
