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EXHIBIT 4.6
CERTIFICATE OF DESIGNATION
OF
SERIES CC PREFERRED STOCK
PAR VALUE $.01 PER SHARE
OF
CROWN NORTHCORP, INC.
A. DESIGNATION. There shall be a series of Preferred Stock to be known
as Series CC Non-Voting, Convertible Preferred Stock, par value $0.01 per share
(hereinafter referred to as "Series CC Convertible Preferred Stock") consisting
of one authorized share. After the issuance of the Series CC Convertible
Preferred Stock and until the redemption of the outstanding share thereof, the
Corporation shall not authorize or issue any shares of common or preferred stock
having rights or preferences with respect to payment of dividends, liquidation
or redemption that are senior to the rights and preferences of the Series CC
Convertible Preferred Stock with respect to such matters without having obtained
the prior written consent of two-thirds of the holders.
B. LIQUIDATION IN GENERAL. In the event of a Liquidation (defined
below), the holders of record of Series CC Convertible Preferred Stock (to the
extent that such stock has not been redeemed or converted) shall be entitled to
be paid in full the sum of $500,000 per share, plus an interest amount,
expressed in dollars, equal to a six percent (6%) cumulative dividend on the sum
of $500,000 from the date that the Series CC Preferred Stock is issued until the
date on which the Liquidation occurs (the "Liquidation Preference") before
assets of the Corporation shall be distributed among or paid over to the holders
of Common Stock or other shares ranking junior to Series CC Convertible
Preferred Stock (the "Junior Securities") in the distribution of assets or upon
the Liquidation of the Corporation. Written notice of a Liquidation, stating a
payment date and the place where such payments shall be made, shall be given to
the holders of record of Series CC Convertible Preferred Stock, such notice to
be addressed to each such holder at such holder's address as shown on the
records of the Corporation. The liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the Corporation's consolidation
or merger with any other entity or group of entities, in which the stockholders
of the Corporation prior to such transaction do not own at least a majority of
the voting capital stock of the surviving entity after the merger or
consolidation, or the Corporation's sale or transfer of all or substantially all
of the Corporation's assets, shall be deemed a "Liquidation" within the meaning
of the provisions of this Section B.
The Series CC Convertible Preferred Stock shall rank in respect of the
distribution of assets or upon the Liquidation of the Corporation, subject to
the last sentence of this paragraph, on a parity with any other Senior
Securities (as defined below). If upon any Liquidation, the net assets available
for distribution to the holders of shares of the Series CC Convertible Preferred
Stock and subsequent series of Preferred Stock issued with rights
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equivalent to the Series CC Convertible Preferred Stock (collectively referred
to herein as the "Senior Securities") shall be insufficient to pay the holders
of all of the outstanding shares of the Senior Securities the full amounts to
which they respectively shall be entitled, the holders of such shares, without
regard to classes or series, shall share in any distribution of assets in
proportion to the amounts respectively due to them on payment in full. In the
event of a Liquidation resulting from the Corporation's consolidation or merger
with any other entity or group of entities in which the stockholders of the
Corporation prior to such transaction do not own at least a majority of the
voting capital stock of the surviving entity after the merger or consolidation
or the sale or transfer of all or substantially all of the Corporation's assets,
the Series CC Convertible Preferred Stock shall rank in respect of the
distribution of assets prior to any other Senior Securities whose terms do not
specifically include within the definition of "Liquidation" such consolidations,
mergers or asset transfers.
C. CUMULATIVE DIVIDENDS. The holders of record of Series CC Convertible
Preferred Stock shall be entitled to quarterly cash dividends at the annual rate
of six percent (6%) per share of Series CC Convertible Preferred Stock on the
Liquidation Preference (the "Dividend Rate"). The dividends provided for in this
Section C shall begin to accrue and be cumulative on outstanding shares of
Series CC Convertible Preferred Stock from the date of original issuance of the
shares of Series CC Convertible Preferred Stock by the Corporation. Such
dividends shall accrue from day to day, whether or not earned or declared. Such
dividends shall be paid solely and only to the extent that corporate funds are
legally available for the payment thereof and only to the extent that such
dividends are declared payable by the Corporation's Board of Directors, which
declarations the Corporation shall not be obligated to make.
In the event of a Liquidation, the holders of record of Series CC
Convertible Preferred Stock shall be entitled to be paid in full all dividends
declared payable by the Corporation's Board of Directors before assets of the
Corporation shall be distributed among or paid over to the holders of Junior
Securities. Before the Liquidation, the full amount of all unpaid dividends
declared payable by the Corporation's Board of Directors on Series CC
Convertible Preferred Stock shall be paid before the declaration or setting
apart for payment of any dividend or other distribution on Junior Securities. No
dividend shall be paid, declared or set apart for payment on any Junior
Securities unless the Corporation has paid all dividends on or in respect of all
outstanding shares of Series CC Convertible Preferred Stock which have been
declared and are unpaid.
With respect to the payment of dividends, the Series CC Convertible
Preferred Stock shall rank on parity with other Senior Securities (to the extent
that dividends are due on such other Senior Securities), and senior in priority
to all shares of Junior Securities.
D. CONVERSION RIGHTS.
(i) VOLUNTARY CONVERSION. All, and not less than all, of the
Series CC Preferred Stock will be convertible at the option of the holders of
record thereof at any time on or before September 1, 2005 into 5,000,000 shares
of fully paid and nonassessable shares of Common Stock, reflecting a conversion
ration of one share of the Services CC Preferred Stock
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for 5,000,000 shares of the Common Stock (the "Conversion Ratio"). Upon the
conversion of Series CC Convertible Preferred Stock, dividends relating to the
shares of Series CC Convertible Preferred Stock converted shall cease to
cumulate and all preferences upon Liquidation shall cease.
(ii) METHOD OF CONVERSION. To exercise the voluntary
conversion privilege provided in paragraph (i) above, each holder of Series CC
Convertible Preferred Stock, on or before September 1, 2005, shall surrender
such holder's certificates representing Series CC Convertible Preferred Stock at
the Corporation's office or at such other place as shall be designated by the
Corporation, duly endorsed to the Corporation. Upon the Corporation's receipt of
such certificates, the Corporation shall issue certificates representing the
appropriate number of shares of Common Stock in the respective names of the
holders of Series CC Convertible Preferred Stock or in the names of the holders'
designees.
(iii) ADJUSTMENT OF NUMBER OF SHARES OF COMMON STOCK.
(a) STOCK DIVIDENDS; STOCK SPLITS. If the number of
shares of Common Stock outstanding at any time after the date
of issuance of the shares of Series CC Convertible Preferred
Stock is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of shares of
Common Stock, then immediately after the record date fixed for
the determination of holders of shares of Common Stock
entitled to receive such stock dividend or the effective date
of such subdivision or split-up, as the case may be, the
Conversion Ratio shall be appropriately reduced so that the
holder of any shares of Series CC Convertible Preferred Stock
thereafter converted shall be entitled to receive the number
of shares of Common Stock of the Corporation which such holder
would have owned immediately following such action had such
shares of Series CC Convertible Preferred Stock been converted
immediately prior thereto.
(b) COMBINATION OF SHARES. If the number of shares of
Common Stock outstanding at any time after the date of
issuance of the shares of Series CC Convertible Preferred
Stock is decreased by a combination of the outstanding shares
of Common Stock, then immediately after the effective date of
such combination, the Conversion Ratio shall be appropriately
increased so that the holder of any shares of Series CC
Convertible Preferred Stock thereafter converted shall be
entitled to receive the number of shares of Common Stock of
the Corporation which such holder would have owned immediately
following such action had such shares of Series CC Convertible
Preferred Stock been converted immediately prior thereto.
(iv) CANCELLATION. All shares of Series CC Convertible
Preferred Stock which shall have been surrendered for conversion as herein
provided in this Section D - Conversion Rights shall no longer be deemed to be
outstanding and all rights with respect to such shares of Series CC Convertible
Preferred Stock, shall forthwith cease and terminate, except only the rights of
the holders thereof to receive shares of Common Stock or other assets
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or property in exchange therefor and to receive the payment of accrued unpaid
dividends thereon from the Corporation as funds become legally available for the
payment thereof.
(v) RESERVATION OF SHARES. The Corporation shall at all times
reserve and keep available, free from preemptive rights, out of its treasury
shares or its authorized but unissued shares of Common Stock, for the purpose of
effecting the conversion of the shares of Series CC Convertible Preferred Stock,
the full number of shares of Common Stock then deliverable upon the conversion
of all shares of Series CC Convertible Preferred Stock then outstanding.
E. REDEMPTION RIGHTS.. The Corporation will have the right, but not the
obligation, to redeem the Series CC Convertible Preferred Stock, in compliance
with applicable law and all agreements and instruments by which it is bound, at
any time upon 30 days' (such 30 days being referred to herein as the "Redemption
Period") prior written notice to the holders of record of the Series CC
Convertible Preferred Stock (the date for which such redemption is so noticed
being referred to herein as the "Redemption Date") at their address on the
records of the Corporation, for a redemption price equal to the sum of (a)
$500,000, plus (b) an amount, expressed in dollars, equal to a six percent (6%)
cumulative dividend on the sum of $500,000 from the date that the Series CC
Convertible Preferred Stock is issued until the day that it is so redeemed (the
"Redemption Price"). Such holders will have the right, but not the obligation,
to convert all, but not less than all, of the Series CC Convertible Preferred
Stock during the Redemption Period pursuant to Section D above. On the
applicable redemption date, the holders of the Series CC Convertible Preferred
Stock will deliver certificates representing the shares of Series CC Convertible
Preferred Stock to be redeemed to the Corporation, duly endorsed for transfer in
blank, along with such other documents and instruments as the Corporation may
reasonably request, and the Corporation will pay to such holders the Redemption
Price. In the event that any Redemption Date is not a business day, then the
related redemption shall occur on the next following business day. The
Redemption Price shall be payable in cash, by certified check or by wire
transfer of immediately available funds to an account designated in writing by
the holders. No shares of Series CC Convertible Preferred Stock which have been
so redeemed after the original issuance thereof shall be outstanding or shall
ever again be reissued, sold or transferred.
E. VOTING RIGHTS.
Prior to conversion of the shares of Series CC Convertible Preferred
Stock to shares of Common Stock, the shares of the Series CC Convertible
Preferred Stock shall have no voting rights with respect to directors of the
Corporation or any other matter requiring stockholder approval except with
respect to those matters requiring separate class votes as mandated by the laws
of the State of Delaware.
F. ISSUE TAX. The issuance of certificates representing shares of
Common Stock upon the conversion of Series CC Convertible Preferred Stock shall
be made without charge to the holders thereof for any issuance, stock transfer
or documentary stamp tax in respect thereof, PROVIDED that the Corporation shall
not be required to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in the name
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other than that of the record holder of the Series CC Convertible Preferred
Stock that is being converted.
G. PREEMPTIVE RIGHTS. The holders of the shares of Series CC
Convertible Preferred Stock shall have no preemptive rights.
IN WITNESS WHEREOF, this Certificate of Designation has been executed
as of September 1, 2000.
/s/ Douglas A. Payne
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Douglas A. Payne, Vice President
/s/ Stephen W. Brown
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Stephen W. Brown, Secretary
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