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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (earliest event reported): July 8, 1999
TELESERVICES INTERNATIONAL GROUP INC.
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(Exact name of registrant as specified in its charter)
Florida 33-11059-A 59-2773602
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (727) 895-4410
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Special Shareholders' Meeting. On Thursday, July 8, 1999, the Company held a
Special Shareholders' Meeting. A quorum was present. The matters voted upon and
the result thereof are as follows:
1. Proposal to amend the Company's Articles of Incorporation to change the name
of the Company from TeleServices International Group Inc. to TeleServices
Internet Group Inc.:
For Against Abstain
--- ------- -------
33,037,514 202,505 51,500
2. Proposal to amend the Company's Articles of Incorporation to increase the
number of shares of Common Stock authorized for issuance from 100,000,000 to
300,000,000:
For Against Abstain
--- ------- -------
31,093,384 2,027,735 170,400
Articles of Amendment to the Articles of Incorporation reflecting these changes
were filed with the Florida Secretary of State and made effective on July 12,
1999. A copy of the current articles on Incorporation of the Company, as amended
and currently in effect, is being filed as an exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. The following exhibits are furnished in accordance with
the provisions of Item 601 of Regulation S-B.
Exhibit No. Description
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3.6 Bylaws as restated April 22, 1999. (Incorporated by
reference to Exhibit 3.6 of the Company's
Registration Statement on Form SB-2 (file
no. 333-78077) filed on May 7, 1999).
3.7 Articles of Incorporation, as amended on July 12,
1999, and currently in effect. (Filed herewith).
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.
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman
Date: July 14, 1999
2
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EXHIBIT INDEX
Exhibit No. Description
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3.6 Bylaws as restated April 22, 1999. (Incorporated by
reference to Exhibit 3.6 of the Company's
Registration Statement on Form SB-2 (file
no. 333-78077) filed on May 7, 1999).
3.7 Articles of Incorporation, as amended on July 12,
1999, and currently in effect. (Filed herewith).
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EXHIBIT 3.7
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELESERVICES INTERNATIONAL GROUP INC.
Pursuant the provisions of Section 607.1006 of the Florida Business Corporation
Act, this corporation adopts the following Articles of Amendment to its Articles
of Incorporation:
FIRST: Article I of the Articles of Incorporation of this corporation is hereby
amended to read to follows:
ARTICLE I
THE NAME OF THE CORPORATION SHALL BE TELESERVICES INTERNET GROUP INC.
SECOND: Article IV of the Articles of Incorporation of this corporation is
hereby amended to read to follows:
ARTICLE IV
THE COMPANY IS AUTHORIZED TO ISSUE 300,000,000 SHARES OF COMMON STOCK
HAVING A PAR VALUE OF .0001 EACH. ADDITIONALLY, THE COMPANY IS
AUTHORIZED TO ISSUE 10,000,000 SHARES OF PREFERRED STOCK, HAVING A PAR
VALUE OF .001 EACH. THE PREFERRED STOCK MAY BE ISSUED IN A SERIES FROM
TIME TO TIME WITH SUCH DESIGNATION, RIGHTS, PREFERENCES AND LIMITATIONS
AS THE BOARD OF DIRECTORS OF THE COMPANY MAY DETERMINE BY RESOLUTION.
THE RIGHTS, PREFERENCES AND LIMITATIONS OF A SEPARATE SERIES OF
PREFERRED STOCK MAY DIFFER WITH RESPECT TO SUCH MATTERS AS MAY BE
DETERMINED BY THE BOARD OF DIRECTORS, INCLUDING, WITHOUT LIMITATION,
THE RATE OF DIVIDENDS, METHOD AND AMOUNTS PAYABLE ON LIQUIDATION,
SINKING FUND PROVISIONS (IF ANY), CONVERSION RIGHTS (IF ANY), AND
VOTING RIGHTS.
THIRD: The foregoing amendments were adopted by the shareholders at a special
meeting held on July 8, 1999. The number of votes cast for the amendments were
sufficient for approval.
Signed this 8th day of July, 1999.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELESERVICES INTERNATIONAL GROUP INC.
Pursuant the provisions of Section 607.0602, Florida Statutes, this corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: Pursuant to Article IV of the Corporation's Articles of Incorporation,
the Corporation does hereby designate 3,000,000 of the 10,000,000 authorized
shares of $.001 par value Preferred Stock as Series A Convertible Preferred
Stock, in accordance with the attached "Designation of Rights and Preferences of
Series A Convertible Preferred Stock of TeleServices International Group Inc.
dated April 28, 1997," which supersedes and replaces in its entirety the
previous "Designation of Rights and Preferences of Series A Convertible
Preferred Stock of TeleServices International Group Inc. dated March 31, 1997,"
which was attached to the Articles of Amendment to the Corporation's Articles of
Incorporation dated March 31, 1997, and filed with the Secretary of State on
April 18, 1997.
SECOND: This amendment was adopted on April 28, 1997, by resolution of the board
of directors without shareholder action and shareholder action was not required.
Signed this 28th day of April, 1997.
By: /s/ Stephen G. McLean
---------------------------------
Stephen G. McLean, CEO
ATTEST:
/s/ Paul W. Henry
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Paul W. Henry, Secretary
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DESIGNATION OF RIGHTS AND PREFERENCES OF
SERIES A CONVERTIBLE PREFERRED STOCK OF
TELESERVICES INTERNATIONAL GROUP INC.
APRIL 28, 1997
TeleServices International Group Inc., a corporation organized and
existing under the laws of the State of Florida (the "Corporation"), DOES HEREBY
CERTIFY that pursuant to the authority contained in its Articles of
Incorporation, as amended, and in accordance with the Florida Business
Corporation Act, the Corporation's Board of Directors has duly adopted the
following resolution creating a series of the class of its authorized Preferred
Stock, designated as Series A Convertible Preferred Stock.
RESOLVED THAT:
Whereas, by virtue of the authority contained in its Articles of
Incorporation, as amended, the Corporation has the authority to issue Ten
Million (10,000,000) shares of $.001 par value Preferred Stock, the designation
and amount thereof and series, together with the preferences, rights, and
restrictions thereof, to be determined by the Corporation's Board of Directors
pursuant to the applicable laws of the State of Florida.
Now, therefore, the Corporation's Board of Directors hereby establishes
a series of the class of Preferred Stock authorized to be issued by the
Corporation as above stated, with the designations and amounts thereof, together
with the preferences, conversion and other rights, and relative participating,
optional and other special rights of each such series, and the qualifications,
limitations or restrictions thereof, to be as follows:
1. Designations and Amounts. Three Million (3,000,000) shares of the
Corporation's authorized Preferred Stock are designated as Series A Convertible
Preferred Stock.
2. Definitions.
For the purposes of this Resolution the following definitions shall
apply:
(a) "Board" shall mean the Board of Directors of the
Corporation.
(b) "Corporation" shall mean TeleServices International Group
Inc., a Florida corporation.
(c) "Common Stock" shall refer to the Corporation's common
stock, par value $.0001 per share.
(f) "Subsidiary" shall mean any corporation, over 50% of whose
outstanding voting stock shall at the time be owned directly
or indirectly by the Corporation or by one or more
Subsidiaries.
3. Dividends. The holder of each issued and outstanding share of Series
A Convertible Preferred Stock shall be entitled to receive distributions at the
rate of ten percent (10%) simple interest per annum based on a $3.00 per share
stated value, payable in shares of restricted Common Stock. Such dividend shall
become due annually, in arrears, commencing December 31, 1997. Any dividends
that the Corporation fails to declare and pay on the date due shall accumulate
and accrue until later paid or upon conversion of the Series A Convertible
Preferred Stock pursuant to the terms hereof. The number of shares of Common
Stock to be issued shall be determined by dividing the dollar amount of the
dividend as of the date declared or accrued by the market price per share of
Common Stock for the "Trading Period" (as defined in paragraph 5(C)(iv)) prior
to the date the dividend was declared or accrued. The Board, in its sole
discretion, may elect to pay any dividend in cash rather than in shares of
restricted Common Stock out of the
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TELESERVICES INTERNATIONAL GROUP INC. (04/28/97) PAGE 1 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
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Corporation's profits legally available for such purpose and approved by the
Board for such purpose; and all dividends on the Series A Convertible Preferred
Stock shall be paid before any other distributions shall be declared, paid or
set aside upon the Common Stock or any other class of stock of the Corporation.
4. Liquidation or Dissolution. In the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the affairs of the
Corporation, the holders of the issued and outstanding Series A Convertible
Preferred Stock shall be entitled to receive for each share of Series A
Convertible Preferred Stock, before any distribution of the assets of the
Corporation shall be made to the holders of any other capital stock, a dollar
amount equal to the stated value of $3.00 per share plus all accrued and unpaid
distributions declared thereon, without interest. After such payment shall have
been made in full to the holders of the issued and outstanding Series A
Convertible Preferred Stock, or funds necessary for such payment shall have been
set aside in trust for the account of the holders of the issued and outstanding
Series A Convertible Preferred Stock so as to be and continue to be available
therefor, then, before any further distribution of the assets of the Corporation
shall be made, a dollar amount equal to that already distributed to the holders
of the Series A Convertible Preferred Stock shall be distributed pro-rata to the
holders of the other issued and outstanding capital stock of the Corporation,
subject to the rights of any other class of capital stock set forth in the
Articles of Incorporation of the Corporation or Amendments to the Articles of
Incorporation filed by the Corporation. After such payment shall have been made
in full to the holders of such other issued and outstanding capital stock, or
funds necessary for such payment shall have been set aside in trust for the
account of the holders of such other issued and outstanding capital stock so as
to be and continue to be available therefor, the holders of the issued and
outstanding Series A Convertible Preferred Stock shall be entitled to
participate with the holders of all other classes of issued and outstanding
capital stock in the final distribution of the remaining assets of the
Corporation, and, subject to any rights of any other class of capital stock set
forth in the Articles of Incorporation of the Corporation or any Amendments to
the Articles of Incorporation filed by the Corporation, the remaining assets of
the Corporation shall be divided and distributed ratably among the holders of
both the Series A Convertible Preferred Stock and the other capital stock then
issued and outstanding according to the proportion by which their respective
record ownership of shares of the Series A Convertible Preferred Stock and such
capital stock bears to the total number of shares of the Series A Convertible
Preferred Stock and such capital stock then issued and outstanding. If, upon
such liquidation, dissolution, or winding up, the assets of the Corporation
distributable, as aforesaid, among the holders of the Series A Convertible
Preferred Stock shall be insufficient to permit the payment to them of said
amount, the entire assets shall be distributed ratably among the holders of the
Series A Convertible Preferred Stock. A consolidation or merger of the
Corporation, a share exchange, a sale, lease, exchange or transfer of all or
substantially all of its assets as an entirety, or any purchase or redemption of
stock of the Corporation of any class, shall not be regarded as a "liquidation,
dissolution, or winding up of the affairs of the Corporation" within the meaning
of this paragraph 4.
5. Conversion Privilege. Series A Convertible Preferred Stock shall be
convertible into restricted Common Stock as hereinafter provided and, when so
converted, shall be canceled and retired and shall not be reissued as such:
(A) Any holder of the Series A Convertible Preferred Stock may at any
time, in whole but not in part, convert such stock into the Common Stock of the
Corporation, on presentation and surrender to the Corporation of the
certificates of the Series A Convertible Preferred Stock to be so converted. In
order to convert Series A Convertible Preferred Stock into Common Stock, the
holder thereof shall on any business day surrender at the Corporations principal
office in St. Petersburg, Florida, the certificate or certificates representing
all such shares, duly endorsed to the Corporation or in blank. Series A
Convertible Preferred Stock shall be deemed to have been converted immediately
prior to the close of business on the day of such surrender for conversion, and
the person or persons entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such Common Stock at such
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TELESERVICES INTERNATIONAL GROUP INC. (04/28/97) PAGE 2 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
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time. As promptly as practicable after the date of any conversion, the
Corporation shall issue and deliver a certificate or certificates representing
the number of shares of Common Stock issuable upon such conversion, together
with cash in lieu of any fraction of a share, as provided in subparagraph (G) of
paragraph 5, to the person or persons entitled to receive same.
(B) Each holder of Series A Convertible Preferred Stock shall have the
right to convert such Series A Convertible Preferred Stock into Common Stock at
the conversion rate, determined as hereinafter provided, in effect at the time
of conversion. Unless such conversion rate shall be adjusted as hereinafter
provided, the conversion rate shall be as follows:
(i) If the holder requests conversion within one year after
the date the Series A Convertible Preferred Stock is issued to the holder, the
conversion rate shall be one (1) share of Common Stock for each share of Series
A Convertible Preferred Stock so converted.
(ii) If the holder requests conversion after one year but less
than two years after the date the Series A Convertible Preferred Stock is issued
to the holder, the conversion rate shall be one and one-tenth (1.1) shares of
Common Stock for each share of Series A Convertible Preferred Stock so
converted.
(iii) If the holder requests conversion after two years but
less than three years after the date the Series A Convertible Preferred Stock is
issued to the holder, the conversion rate shall be one and two-tenths (1.2)
shares of Common Stock for each share of Series A Convertible Preferred Stock so
converted.
(iv) If the holder requests conversion after three years but
less than four years after the date the Series A Convertible Preferred Stock is
issued to the holder, the conversion rate shall be one and three-tenths (1.3)
shares of Common Stock for each share of Series A Convertible Preferred Stock so
converted.
(v) If the holder requests conversion after four years but
less than five years after the date the Series A Convertible Preferred Stock is
issued to the holder, the conversion rate shall be one and four-tenths (1.4)
shares of Common Stock for each share of Series A Convertible Preferred Stock so
converted.
(vi) If the holder requests conversion after five years after
the date the Series A Convertible Preferred Stock is issued to the holder, the
conversion rate shall be one and five-tenths (1.5) shares of Common Stock for
each share of Series A Convertible Preferred Stock so converted.
(C) The conversion rate as hereinabove provided shall be subject to
adjustment as follows:
(i) In case the Corporation shall (a) make a distribution in
shares of its capital stock, (b) subdivide its outstanding shares of Common
Stock into a greater number of shares, or (c) combine its outstanding shares of
Common Stock into a smaller number of shares, the conversion rate in effect
immediately prior thereto shall be adjusted so that the holder of a share of
Series A Convertible Preferred Stock surrendered for conversion after the record
date fixing stockholders to be affected by such event shall be entitled to
receive, upon conversion, the number of shares of Common Stock which such holder
would have owned or have been entitled to receive after the happening of such
event had such share of Series A Convertible Preferred Stock been converted
immediately prior to the record date in the case of such dividend or the
effective date in the case of any such subdivision, combination or
reclassification. An adjustment made pursuant to this subparagraph 5(C)(i) shall
be made whenever any of such events shall happen, but shall become effective
retroactively after such record date or such effective date, as the case may be,
as to shares of Series A Convertible Preferred Stock converted between such
record date or effective date and the date of happening of any such event.
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TELESERVICES INTERNATIONAL GROUP INC. (04/28/97) PAGE 3 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
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(ii) In case the Corporation shall issue rights or warrants to
all holders of its Common Stock entitling them to subscribe for or purchase
shares of Common Stock at a price per share, which, when added to the amount of
consideration received or receivable by the Corporation for such right or
warrant, is less than the current market price (as hereinafter defined) per
share of Common Stock at the record date mentioned below, the conversion rate
shall be adjusted so that thereafter, until further adjusted, each share of
Series A Convertible Preferred Stock shall be convertible into that number of
shares of Common Stock determined by multiplying the number of shares of Common
Stock into which such share of Series A Convertible Preferred Stock was
theretofore convertible by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding on the date of issuance of such
rights or warrants plus the number of additional shares of Common Stock issuable
upon the exercise of such rights or warrants, and the denominator of which shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of shares which an amount equal to the
sum of (a) the aggregate exercise price of the total number of shares of Common
Stock issuable upon the exercise of such rights or warrants, plus (b) the
aggregate amount of consideration, if any, received, or receivable by the
Corporation for any such rights or warrants, would purchase at such current
market price. Such adjustment shall be made whenever such rights or warrants are
issued, but shall also be effective retroactively as to shares of Series A
Convertible Preferred Stock converted between the record date for the
determination of stockholders entitled to receive such rights or warrants and
the date such rights or warrants are exercised.
(iii) In case the Corporation shall distribute to all holders
of its Common Stock any one or more of the following: (a) evidence of its
indebtedness, (b) assets (excluding cash distributions, distributions made out
of current or retained earnings and distributions of the stock of any
subsidiary), or (c) rights or warrants to subscribe for or purchase securities
issued by, or property of, the Corporation (excluding those referred to in
subparagraph 5(C)(ii) above), then in each such case the conversion rate shall
be adjusted as provided below so that thereafter, until further adjusted, the
number of shares of Common Stock into which each share of Series A Convertible
Preferred Stock shall be convertible shall be determined by multiplying the
number of shares of Common Stock into which such share of Series A Convertible
Preferred Stock was theretofore convertible by a fraction, the numerator of
which shall be the current market price per share of Common Stock on the date of
such distribution, and the denominator of which shall be such current market
price per share of the Common Stock, less the then fair market value (as
determined by the Board of the Corporation, whose determination shall be
conclusive) of the portion of the assets or evidence of indebtedness so
distributed or of such rights or warrants applicable to one share of the Common
Stock. Such adjustment shall be made whenever any such distribution is made, but
shall also be effective retroactively as to shares of Series A Convertible
Preferred Stock converted between the record date for the determination of
stockholders entitled to receive such distribution and the date such
distribution is made.
(iv) For the purpose of any computation under subparagraphs
5(C)(ii) and (iii) above, the current market price per share of Common Stock at
any date shall be (a) if the Common Stock is listed on any national securities
exchange, the average of the daily closing prices for the 15 consecutive
business days commencing 20 business days before the day in question (the
"Trading Period"); (b) if the Common Stock is not listed on any national
securities exchange but is quoted on the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") or the Electronic Bulletin
Board, the average of the high and low bids as reported thereon for the Trading
Period; and (c) if the Common Stock is neither listed on any national securities
exchange nor quoted on NASDAQ or the Electronic Bulletin Board, the price shall
be determined in any reasonable manner approved by the Board of Directors of the
Company.
(v) No adjustment in the conversion rate shall be required
unless such adjustment would require an increase or decrease of at least 5% in
such rate; provided, however, that any
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DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
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adjustments which by reason of this subparagraph 5(C)(v) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment.
(D) No adjustment of the conversion rate shall be made in any of the
following cases:
(i) upon the grant or exercise of stock options or warrants
outstanding on the date hereof or hereafter granted, or under any employee stock
option plan now or hereafter authorized.
(ii) shares of Common Stock issued upon the conversion of
Series A Convertible Preferred Stock;
(iii) shares issued in connection with the acquisition by the
Corporation or by any subsidiary of the Corporation of 80% or more of the assets
of another corporation, and shares issued in connection with the acquisition by
the Corporation or by any subsidiary of the Corporation of 80% or more of the
voting shares of another corporation (including shares issued in connection with
such acquisition of voting shares of such other corporation subsequent to the
acquisition of an aggregate of 80% of such voting shares), shares issued in a
merger of the Corporation or a subsidiary of the Corporation with another
corporation in which the Corporation or the Corporation's subsidiary is the
surviving corporation, and shares issued upon the conversion of other securities
issued in connection with any such acquisition or in any such merger;
(iv) shares issued by way of dividend or other distribution on
Common Stock excluded from the calculation of the adjustment under this
subparagraph 5(D) or on Common Stock resulting from any subdivision or
combination of Common Stock so excluded; or
(E) Whenever the conversion rate is adjusted as herein provided, the
Corporation shall prepare a certificate signed by the Treasurer of the
Corporation setting forth the adjusted conversion rate and showing in reasonable
detail the facts upon which such adjustment is based. As promptly as
practicable, the Corporation shall cause a copy of the certificate referred to
in this subparagraph 5(E) to be mailed to each holder of record of issued and
outstanding Series A Convertible Preferred Stock at the address of such holder
appearing on the Corporation's books.
(F) The Corporation shall pay all taxes that may be payable in respect
of the issue or delivery of Common Stock on conversion of Series A Convertible
Preferred Stock pursuant hereto, but shall not pay any tax which may be payable
with respect to income or gains of the holder of any Series A Convertible
Preferred Stock or Common Stock or any tax which may be payable in respect of
any transfer involved in the issue and delivery of the Common Stock in a name
other than that in which the Series A Convertible Preferred Stock so converted
was registered, and no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Corporation the amount of any such
tax, or has established, to the satisfaction of the Corporation, that such tax
has been paid.
(G) No fractional shares or scrip representing fractional shares shall
be issued upon the conversion of any shares of Series A Convertible Preferred
Stock. If the conversion shares of Series A Convertible Preferred Stock results
in a fraction, the fraction shall be rounded up to the nearest whole share.
(H) The Corporation shall at all times reserve and keep available, free
from preemptive rights, out of its authorized Common Stock, for the purpose of
effecting the conversion of the issued and outstanding Series A Convertible
Preferred Stock, the full number of shares of Common Stock then deliverable in
the event and upon the conversion of all of the Series A Convertible Preferred
Stock then issued and outstanding.
(I) All shares of Common Stock issued or issuable upon conversion of
the Series A Convertible Preferred Stock shall be restricted and bear a
restrictive legend. Holders of the Series
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TELESERVICES INTERNATIONAL GROUP INC. (04/28/97) PAGE 5 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
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A Convertible Preferred Stock shall have no right to demand that the Series A
Convertible Preferred Stock or the shares of Common Stock issuable upon
conversion of the Series A Convertible Preferred Stock be registered under
federal or state securities laws.
6. Voting Rights. The shares of the Series A Convertible Preferred
Stock shall be non-voting, except as to matters which they are entitled to vote,
as a class, under the laws of the State of Florida, or as provided below.
7. Redemption by the Corporation. The Corporation, at the option of the
Board, may redeem, in whole or in part, the Series A Convertible Preferred Stock
at any time outstanding after: 1) five (5) years after the date the Series A
Convertible Preferred Stock was issued; or 2) the date on which the average of
the daily closing price for any Trading Period (as defined in paragraph 5(C)(iv)
above) is greater than $6.00 per share. If the Corporation elects to exercise
this redemption right, the Corporation shall give at least 30 days' prior
written notice to the holders of record of the Series A Convertible Preferred
Stock to be redeemed and by issuing to each holder of Series A Convertible
Preferred Stock the number of shares of restricted Common Stock to which he or
she would be entitled to receive upon conversion pursuant to paragraph 5, plus
all accrued and unpaid distributions declared or accrued, at the date fixed for
redemption, without interest, in additional shares of restricted Common Stock,
or in cash, as determined by the Corporation pursuant to paragraph 3, for the
shares of Series A Convertible Preferred Stock so redeemed. The Board shall have
full power and authority, subject to the limitations and provisions herein
contained, to prescribe the manner in which and the terms and conditions upon
which the Series A Convertible Preferred Stock shall be redeemed. In addition,
on such date the holders of Series A Convertible Preferred Stock shall no longer
be entitled to any distributions and shall not have any rights or interests as
holders of said shares, except to receive the payment herein designated, without
interest thereon, upon presentation and surrender of their certificates
therefor.
8. Anti-Dilution. In the event of any change in the outstanding capital
stock of the Corporation by reason of any reorganization, recapitalization,
stock split, stock dividend, combination or exchange of shares, merger,
consolidation, the shares of Series A Convertible Preferred Stock shall be
appropriately adjusted if the stated value is affected. Any shares of Series A
Convertible Preferred Stock or other securities received by the holders of the
Series A Convertible Preferred Stock as a result of any such adjustment shall be
subject to all of the terms and conditions of the Designation of Rights and
Preferences of Series A Convertible Preferred Stock.
9. No Preemptive Rights. No holder of the Series A Convertible
Preferred Stock shall be entitled, as of right, to purchase or subscribe for any
part of the unissued capital stock of the Corporation or of any capital stock of
the Corporation to be issued by reason of any increase of the authorized capital
stock of the Corporation, or to purchase or subscribe for any bonds,
certificates of indebtedness, debentures or other securities convertible into or
carrying options or warrants to purchase stock or other securities of the
Corporation or to purchase or subscribe for any stock of the Corporation
purchased by the Corporation or by its nominee or nominees, or to have any other
preemptive rights now or hereafter defined by the laws of the State of Florida.
10. Changes In Terms of Series A Convertible Preferred Stock. The terms
of the Series A Convertible Preferred Stock may not be amended, altered or
repealed, and no class of capital stock or securities convertible into capital
stock shall be authorized which has superior rights to the Series A Convertible
Preferred Stock as to distributions or liquidation, without the consent of the
holders of at least 51% of the outstanding shares of Series A Convertible
Preferred Stock, voting as a separate series.
11. No Implied Limitations. Except as otherwise provided by express
provisions of this Designation of Rights and Preferences of Series A Convertible
Preferred Stock, nothing herein shall limit, by inference or otherwise, the
discretionary right of the Board to classify and reclassify
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DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
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and issue any shares of Preferred Stock and to fix or alter all terms thereof to
the full extent provided in the Articles of Incorporation of the Corporation.
12. General Provisions. In addition to the above provisions with
respect to the Series A Convertible Preferred Stock, such Series A Convertible
Preferred Stock shall be subject to, and entitled to the benefits of, the
provisions set forth in the Corporation's Articles of Incorporation with respect
to Series A Convertible Preferred Stock generally.
13. Notices. All notices required or permitted to be given by the
Corporation with respect to the Series A Convertible Preferred Stock shall be in
writing, and if delivered by first class United States mail, postage prepaid, to
the holders of the Series A Convertible Preferred Stock at their last addresses
as they shall appear upon the books of the Corporation, shall be conclusively
presumed to have been duly given, whether or not the stockholder actually
receives such notice; provided, however, that failure to duly give such notice
by mail, or any defect in such notice, to the holders of any stock designated
for redemption, shall not affect the validity of the proceedings for the
redemption of any other shares of Series A Convertible Preferred Stock.
IN WITNESS WHEREOF, TeleServices International Group Inc. has caused
this Designation of Rights and Preferences of Series A Convertible Preferred
Stock to be duly executed by its Chief Executive Officer and attested by its
Secretary this 28th day of April, 1997.
TELESERVICES INTERNATIONAL GROUP INC.
/s/ Stephen G. McLean
---------------------------------
Stephen G. McLean, Chief Executive
Officer
Attest
/s/ Paul W. Henry
- --------------------------------
Paul W. Henry, Secretary
- --------------------------------------------------------------------------------
TELESERVICES INTERNATIONAL GROUP INC. (04/28/97) PAGE 7 OF 7
DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
<PAGE> 10
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
VISITORS SERVICES INTERNATIONAL CORP.
Pursuant the provisions of Section 607.1006, Florida Statutes, this corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is hereby changed by amending Article I of
the Articles of Incorporation to read as follows:
ARTICLE I
THE NAME OF THE CORPORATION SHALL BE TELESERVICES INTERNATIONAL GROUP INC.
SECOND: The amendment was adopted on March 3, 1997, by resolution of the board
of directors and the written consent of the stockholders, in accordance with
Section 607.0704, Florida Statutes, representing a sufficient number of votes
necessary to approve this amendment.
Signed this 3rd day of March, 1997.
By: /s/ Stephen G. McLean
---------------------------------
Stephen G. McLean, CEO
ATTEST:
/s/ Paul W. Henry
- --------------------------------
Paul W. Henry, Secretary
<PAGE> 11
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DYNASTY CAPITAL CORPORATION
Pursuant the provisions of Section 607.1006, Florida Statutes, this corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is hereby changed by amending Article I of
the Articles of Incorporation to read as follows:
ARTICLE I
THE NAME OF THE CORPORATION SHALL BE VISITORS SERVICES INTERNATIONAL
CORP.
SECOND: The amendment was adopted on October 1, 1996, by resolution of the board
of directors and the written consent of the stockholders, in accordance with
Section 607.0704, Florida Statutes, representing a sufficient number of votes
necessary to approve this amendment.
Signed this 1st day of October, 1996.
By: /s/ Steve McLean
---------------------------------
Steve McLean, Executive Vice
President
ATTEST:
/s/ Paul W. Henry
- --------------------------------
Paul W. Henry, Secretary
<PAGE> 12
ARTICLES OF AMENDMENT
OF
DYNASTY CAPITAL CORPORATION
1. Article IV of the Articles of Incorporation of Dynasty Capital Corporation,
which was filed on October 1, 1986, is hereby amended to read as follows:
"Article IV - The Company is authorized to issue 100,000,000 shares of
Common Stock having a par value of .0001 each. Additionally, the
Company is authorized to issue 10,000,000 shares of Preferred Stock,
having a par value of .001 each. The Preferred Stock may be issue in a
series from time to time with such designation, rights, preferences and
limitations as the Board of Directors of the Company may determine by
resolution. The rights, preferences and limitations of a separate
series of Preferred Stock may differ with respect to such matters as
may be determined by the Board of Directors, including, without
limitation, the rate of dividends, method and amounts payable on
liquidation, sinking fund provisions (if any), conversion rights (if
any), and voting rights."
2. The foregoing amendment was adopted by the shareholders of this corporation
on the 3rd day of November.
IN WITNESS WHEREOF, the undersigned President and Secretary of this
corporation have executed these Articles of Amendment this 3rd day of November,
1986.
/s/ Robert C. Hackney
---------------------------------
President and Secretary
<PAGE> 13
ARTICLES OF INCORPORATION
OF
DYNASTY CAPITAL CORPORATION
The undersigned, for the purpose of forming a corporation under the
Florida General Corporation Act hereby adopts the following Articles of
Incorporation.
ARTICLE I
The name of the corporation shall be DYNASTY CAPITAL CORPORATION.
ARTICLE II
The term of existence is perpetually.
ARTICLE III
The corporation may transact any and all lawful business for which
corporations may be incorporated under the Florida General Corporate Act.
ARTICLE IV
The aggregate number of shares which the corporation has authority to
issue is 100,000,000, all of which shall be common shares with a par value of
$.0001 each.
ARTICLE V
The street address of the initial registered office of the corporation
is 1645 Palm Beach Lakes Blvd., Suite 1200, West Palm Beach, Florida 33401, and
the name of the initial registered agent at such address is Robert C. Hackney.
ARTICLE VII
The name and post office address of the member of the first Board of
Directors is:
Robert C. Hackney 1645 Palm Beach Lakes Blvd., Suite 1200
West Palm Beach, Florida 33401
ARTICLE IX
The corporation shall be deemed to commence its existence upon the date
of filing of these Articles of Incorporation.
IN WITNESS WHEREOF, I have subscribed my name this 29th day of
September, 1986.
/s/ Robert C. Hackney
---------------------------------
Robert C. Hackney
