<PAGE>
EXHIBIT 3.6
FOURTH CERTIFICATE OF DESIGNATION
OF
GLOBAL TECHNOVATIONS, INC.
Section 1. Designation, Number of Shares and Stated Value of Series C
Convertible Preferred Stock. There is hereby authorized and established a series
of Preferred Stock that shall be designated as Series C Convertible Preferred
Stock ("Series C Preferred"), and the number of shares constituting such series
shall be 2,000. Such number of shares may be increased or decreased, but not to
a number less than the number of shares of Series C Preferred then issued and
outstanding, by resolution adopted by the Board of Directors. The par value per
share of the Series C Preferred shall be $1,000.
Section 2. Definitions. In addition to the definitions set forth elsewhere
herein, the following terms shall have the meanings indicated:
"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in Miami, Florida are authorized or obligated
by law or executive order to close.
"Common Stock" shall mean the common stock, par value $0.001 per share,
of the Corporation.
"Corporation" shall mean Global Technovations, Inc.
"Junior Securities" means the Common Stock and any other series of
stock issued by the Corporation ranking junior as to the Series C Preferred upon
liquidation, dissolution or winding up of the Corporation.
Section 3. Dividends and Distributions.
(a) The Series C Preferred shall rank prior to the Common Stock with
respect to dividends. The record holders of shares of the Series C Preferred
shall be entitled to receive cash dividends at an annual rate of 10% of the par
value (the "Dividend Rate"). Such dividends shall be payable quarterly, when, as
and if declared by the Board of Directors out of funds legally available
therefor, on April 10, July 10, October 10, and January 10 in each year (each a
"Dividend Payment Date") to record holders as of March 31, June 30, September 30
and December 31 in each year (the "Record Date"). Dividends shall be paid in
cash unless otherwise provided.
(b) Dividends shall be calculated on the basis of the time elapsed from
and including the date of issuance of such shares to and including the Record
Date or on any final distribution date relating to redemption or to a
dissolution, liquidation or winding up of the Corporation.
(c) Dividends payable on each Dividend Payment Date shall be paid to
record holders of the shares of Series C Preferred as they appear on the books
of the Corporation at the close of business on the applicable Record Date
immediately preceding the respective Dividend Payment Date or on such other
record date as may be fixed by the Board of Directors of the Corporation in
advance of a Dividend Payment Date, provided that no such Record Date shall be
less than 10 nor more than 60 calendar days preceding such Dividend Payment
Date.
(d) So long as any shares of Series C Preferred are outstanding, no
dividend or other distribution, whether in liquidation or otherwise, shall be
declared or paid, or set apart for payment on or in respect of, any Junior
Securities, nor shall any Junior Securities, be redeemed, purchased or otherwise
acquired for any consideration (or any money be paid to a sinking fund or
otherwise set apart for the purchase or redemption of any such Junior
Securities), unless (i) all dividends on all outstanding shares of the Series C
Preferred shall have been paid or set apart for payment for all past dividend
periods, and (ii) sufficient funds shall have been set apart for the payment of
the dividend for the then current dividend period with respect to the Series C
Preferred.
Section 4. Optional Conversion. The record holders of shares of Series C
Preferred shall have the following conversion rights:
(a) Right to Convert: Conversion Price, Subject to the terms,
conditions, and restrictions of this Section 4, the record holder of any share
or shares of Series C Preferred shall have the right to convert each such share
of Series C Preferred into a number of shares of Common Stock equal to the par
value of the Series C Preferred plus all accrued but unpaid dividends of such
share or shares of Series C Preferred divided by the "Conversion Price" which
shall be equal to the greater of (i) 75 % of the closing bid price of the Common
Stock (the "Closing Price"), on the trading day immediately preceding the date
of conversion (the "Conversion Date") or (b) $.4375 per share of Common Stock.
(b) Conversion Dates. The record holder of any share or shares
of Series C Preferred may convert such shares at any Time after issuance of such
shares.
(c) Conversion Notice. The right of conversion shall be exercised by
the record holder thereof by telecopying or faxing an executed and completed
written notice (the "Conversion Notice") to the Corporation that the record
holder elects to convert a specified number of shares of Series C Preferred into
Common Stock and by delivering the original Conversion Notice and a certificate
or certificates of Series C Preferred being converted to the Corporation at its
principal office (or such other office or agency of the Corporation as the
Corporation may designate by notice in writing to the record holder of the
Series C Preferred), together with a statement of the name or names (with
address) in which the certificate or certificates for shares of Common Stock
shall be issued. The business date indicated on a Conversion Notice which is
telecopied to and received by the Corporation in accordance with the provisions
hereof shall be deemed a Conversion Date. The Conversion Notice shall include
therein the par value of shares of Series C Preferred to be converted, and a
calculation (a) of the Average Closing Price, (b) the Conversion Price, and (c)
the number of shares of Common Stock to be issued in connection with such
conversion. The Corporation shall have the right to review the calculations
included in the Conversion Notice, and shall provide notice of any discrepancy
or dispute therewith within one business day of the receipt thereof.
(d) Issuance of Certificates - Time Conversion Effected. Promptly, but
in no event more than three business days after the receipt of the Conversion
Notice referred to in Section 4 (c) and surrender of the certificate or
certificates for the share or shares of Series C Preferred to be converted, the
Corporation shall issue and deliver, or cause to be issued and delivered, to the
record holder, shares of Common Stock, registered in such name or names as such
record holder may direct, a certificate or certificates for the number of whole
shares of Common Stock into which such shares of Series C Preferred are
converted. Such conversion shall be deemed to have been effected as of the close
of business on the date on which such Conversion Notice shall have been received
by the Corporation, and the rights of the record holder of such share or shares
of Series C Preferred shall cease, at such time, and the person or persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the record
holder of the shares represented thereby. Issuance of shares of Common Stock
issuable upon conversion which are requested to be registered in a name other
than that of the registered record holder shall be subject to compliance with
all applicable federal and state securities laws.
(e) Fractional Shares. No fractional shares shall be issued upon
conversion of any Series C Preferred into Common Stock. All fractional shares
shall be rounded down to the nearest whole share. In case the number of shares
of Series C Preferred represented by the certificate or certificates surrendered
pursuant to Section 4(a) exceeds the number of shares converted, the Corporation
shall, upon such conversion, execute and deliver to the record holder, at the
expense of the Corporation, a new certificate or certificates for the number of
shares of Series C Preferred represented by the certificate or certificates
surrendered which are not to be converted.
(f) Reorganization or Reclassification. If any capital reorganization
or reclassification of the capital stock of the Corporation shall be effected in
such a way that the record holder of Common Stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for Common Stock,
then, as a condition of such reorganization or reclassification, lawful and
adequate provisions shall be made whereby each record holder of a share or
shares of Series C Preferred shall thereupon have the right to receive, upon the
basis and upon the terms and conditions specified herein and in lieu of the
shares of Common Stock immediately theretofore receivable upon the conversion of
such share or shares of Series C Preferred, such shares of stock, securities or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore receivable upon such conversion had such
reorganization or reclassification not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
such record holder to the end that the provisions hereof (including without
limitation provisions for adjustments of the conversion rights) shall thereafter
be applicable, as nearly as may be, in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise of such conversion
rights.
(g) Adjustments for Splits, Combinations, etc., The Conversion Price
and the number of shares of Common Stock into which the Series C Preferred shall
be convertible shall be adjusted for stock splits, combinations, or other
similar events including stock dividends paid to holders of Common Stock.
Additionally, an adjustment will be made in the case of an exchange of Common
Stock, consolidation or merger of the Corporation with or into another
corporation or sale of all or substantially all of the assets of the Corporation
in order to enable the record holder of Series C Preferred to acquire the kind
and the number of shares of stock or other securities or property receivable in
such event by a record holder of the Series C Preferred of the number of shares
that might otherwise have been issued upon the conversion of the Series C
Preferred. No adjustment to the Conversion Price will be made for dividends
(other than stock dividends), if any, paid on the Common Stock dividends paid on
any series of preferred stock, or for securities issued for fair value (giving
effect to any liquidity or other appropriate discount).
Section 5. Shares to be Reserved. The Corporation, upon the effective
date of this Certificate of Designation, has a sufficient number of shares of
Common Stock available to reserve for issuance upon the conversion of all
outstanding shares of Series C Preferred, pursuant to the terms and conditions
set forth in Section 4. The Corporation will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon the conversion of Series C Preferred as herein provided, such number of
shares of Common Stock as shall then be issuable upon the conversion of all
outstanding shares of Series C Preferred. The Corporation covenants that all
shares of Common Stock which shall be so issued shall be duly and validly
issued, fully paid and non assessable. The Corporation will take all such action
as may be required, if the total number of shares of Common Stock issued and
issuable after such action upon conversion of the Series C Preferred would
exceed the total number of shares of Common Stock then authorized by the
Corporation's Certificate of Incorporation, as amended, in order to increase the
number of authorized shares of Common Stock to a number sufficient to permit
conversion of the Series C Preferred.
Section 6. Closing of Books. The Corporation will at no time close its
transfer books against the transfer of any Series C Preferred or of any shares
of Common Stock issued or issuable upon the conversion of any shares of Series C
Preferred in any manner which interferes with the timely conversion of such
Series C Preferred, except as may otherwise be required to comply with
applicable securities laws.
Section 7. Redemption.
(a) The Corporation may redeem the Series C Preferred at any time, in
whole or in part, prior to the submission of a Conversion Notice, at 115% of the
par value of the Series C Preferred plus all accrued and unpaid dividends until
June 30, 2001, after which redemption may be made at 120% of par value, plus all
accrued and unpaid dividends. To redeem Series C Preferred, the Corporation
shall deliver notice to the record holder, provided, however, that the
Corporation may not redeem Series C Preferred after a Conversion Notice has been
delivered by the record holder.
(b) As promptly as practicable after receiving notice of the
Corporation's election to redeem the Series C Preferred (but in no case later
than three business days thereafter), the record holder, at its expense, shall
surrender the Series C Preferred to the Corporation, duly endorsed with
medallion guarantees, at the principal offices of the Corporation. The
Corporation shall make the redemption payment within five business days after
the Corporation delivers to the record holder notice of redemption ("Redemption
Payment Date"). Dividends shall continue to accrue on the Series C Preferred
until the Redemption Payment Date. If the Series C Preferred is to be redeemed
in part, then upon surrender of the Series C Preferred, the Corporation shall
deliver to the record holder a new certificate of Series C Preferred in the
aggregate principal amount equal to the unredeemed portion thereof. If the
Corporation falls to make payment, by check drawn on an United States commercial
bank, in cash to the record holder, in full by the Redemption Payment Date, the
Corporation shall forfeit its rights of redemption pursuant to Section 7 in
relation to the redemption made and all future redemptions.
Section 8. Reacquired Shares. Any shares of Series C Preferred
repurchased, redeemed, or otherwise acquired by the Corporation shall be retired
and canceled promptly after the acquisition thereof. All such shares shall, upon
their cancellation, become authorized but unissued shares of Series C Preferred,
without designation as to series or class.
Section 9. Voting Rights. Except as otherwise provided by law, the
record holders of the shares of Series C Preferred shall not have the right to
vote on any matters that come before the stockholders of the Corporation prior
to conversion as provided herein prior to conversion as provided herein.
Section 10. Record Holders. The Corporation may deem and treat
the record holder of any shares of Series C Preferred as the true and lawful
owner thereof for all purposes, and the Corporation shall not be affected by
any notice to the contrary.
Section 11. Notice. Except as may otherwise be provided by law or
provided for herein, all notices referred to herein shall be in writing, and all
notices hereunder shall be deemed to have been given upon receipt, in the case
of a notice of conversion given to the Corporation, or, in all other cases, upon
the earlier of receipt of such notice or two Business Days after the delivery by
overnight courier addressed if to the Corporation, to its principal executive
offices or to any agent of the Corporation designated as permitted hereby, or if
to a record holder of the Series C Preferred, to such record holder at the
address of such record holder of the Series C Preferred as listed in the stock
record books of the Corporation, or to such other address as the Corporation or
holder, as the case may be, shall have designated by notice similarly given.
Section 12. Successors and Transferees. The provisions applicable to
shares of Series C Preferred shall bind and inure to the benefit of and be
enforceable by the Corporation, the respective successors to the Corporation,
and by any record holder of shares of Series C Preferred.
Section 13. Guarantees. Whenever this Certificate of Designation refers
to the delivery of Series C Preferred, conversion of Series C Preferred or the
redemption of Series C Preferred such delivery, conversion or redemption shall
not be completed until the record holder delivers an executed stock power
containing a medallion guarantee. The failure to mention the stock power herein
shall not create an implication to the contrary.
IN WITNESS WHEREOF, the undersigned has signed and executed the
foregoing Fourth Certificate of Designation on this _____ day of January, 2001.
GLOBAL TECHNOVATIONS, INC.
By:_______________________________
William C. Willis, Jr., President
<PAGE>
