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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 24, 1999
MANSUR INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation)
000-21325 65-0226813
(Commission File Number) (I.R.S. Employer Identification No.)
8305 N.W. 27TH STREET, SUITE 107
MIAMI, FLORIDA 33122
(Address of principal executive offices) (Zip Code)
(305) 593-8015
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
Page 1 of 2 Pages
Exhibit Index at Page 2
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ITEM 5. OTHER EVENTS.
On August 24, 1999, Mansur Industries Inc. (the "Registrant")
consummated the sale of an aggregate of 69,000 shares of newly created
Series C Convertible Preferred Stock. A copy of the press release
issued by the Registrant on August 25, 1999 announcing the transaction
is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-B and are filed herewith unless
otherwise noted.
EXHIBIT INDEX
4.1 Certificate of Designation of Series C Convertible Preferred
Stock dated as of August 24, 1999.
4.2 Form of Series C Convertible Preferred Stock certificate.
99.1 Press Release of Mansur Industries Inc. dated August 25, 1999.
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.
MANSUR INDUSTRIES INC.
Date: August 31, 1999 By: /s/ Paul I. Mansur
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Paul I. Mansur
Chief Executive Officer
Page 2 of 2 Pages
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ARTICLES OF AMENDMENT
CERTIFICATE OF DESIGNATION
of
SERIES C CONVERTIBLE PREFERRED STOCK
of
MANSUR INDUSTRIES INC.
(Pursuant to Section 607.0602 of the
Florida Business Corporation Act)
------------------------------------
Mansur Industries Inc., a corporation organized and existing under the
Business Corporation Act of the State of Florida (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 607.0602 of
the Business Corporation Act at a meeting duly called and held on August 23,
1999:
RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Articles of
Incorporation of the Corporation, the Board of Directors hereby creates a
series of Preferred Stock, par value $1.00 per share (the "Preferred Stock"),
of the Corporation and hereby states the designation and number of shares, and
fixes the relative rights, preferences, and limitations thereof as follows:
Series C Convertible Preferred Stock:
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series C Convertible Preferred Stock" (the "Series C
Preferred Stock") and the number of shares constituting the Series C Preferred
Stock shall be 150,000, of which 50,000 shares shall be reserved for use in
connection with the payment of dividends on the outstanding shares of Series C
Preferred Stock pursuant to Section 3 hereof. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Series C Preferred Stock to a
number less than the number of shares then outstanding, plus the number
reserved as aforesaid, and no increase shall increase the number of shares of
Series C Preferred Stock above the total number of authorized shares.
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Section 2. Rank. The Series C Preferred Stock shall rank as to
distributions of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary: (i) senior to all of the
Corporation's common stock, par value $.001 per share (the "Common Stock");
(ii) senior to any class or series of capital stock of the Corporation
hereafter created specifically ranking by its terms junior to the Series C
Preferred Stock (collectively, with the Common Stock, "Junior Securities" or
"Junior Stock"); (iii) on parity with the Series B Preferred Stock, par value
$1.00 per share ("Series B Preferred Stock") of the Company: and (iv) on parity
with any class or series of capital stock of the Corporation hereafter created
specifically ranking by its terms on parity with the Series B Preferred Stock
or Series C Preferred Stock ("Parity Securities" or "Parity Stock"). While any
shares of Series C Preferred Stock are outstanding, no equity securities senior
to the Series C Preferred Stock, as to distribution of assets, payment of
dividends or otherwise ("Senior Securities") or Parity Securities and no
options, warrants or other rights (collectively, "Options") to purchase or
acquire Senior Securities or Parity Securities, or any securities
(collectively, "Convertible Securities") by their terms convertible into or
exchangeable for Senior Securities or Parity Securities, or any Options to
purchase or acquire such Convertible Securities, shall be authorized or issued
and (except for shares issued as dividends on outstanding shares of Series C
Preferred Stock) no additional shares of Series C Preferred Stock, or Options
to acquire Series C Preferred Stock, or Convertible Securities convertible into
or exchangeable for Series C Preferred Stock, or any Option to acquire such
Convertible Securities, shall be issued, in each case, without the approval (by
vote or written consent, as provided by law) of the holders of at least a
majority of the then outstanding shares of Series C Preferred Stock, voting as
a single class. This prohibition shall not include the authorization or
issuance of any form of debt securities or instruments to a bank or other
institution.
Section 3. Dividends.
(a) The dividend rate payable with respect to
the outstanding shares of Series C Preferred Stock ("Dividend Rate") shall be
8.00% of the Liquidation Value (as defined below) of each share per annum.
During the period commencing on the date of initial issuance of the Series C
Preferred Stock and continuing through the second anniversary of the date
thereof, all such dividends shall be paid by the Corporation, in lieu of cash,
through the issuance of additional shares of Series C Preferred Stock valued at
the Liquidation Value. Thereafter, all such dividends may, at the option of the
Corporation, be paid in lieu of cash, through the issuance of additional shares
of the Series C Preferred Stock, cash legally available for payment thereof, or
any combination of Series C Preferred Stock and cash whether or not such
dividends have been declared. If dividends are paid by the Corporation through
the issuance of additional shares of Series C Preferred Stock and such
dividends would, but for the provisions hereof, be payable with a fractional
share, the Corporation shall pay, in lieu of such fractional share, cash in an
amount equal to the value of such fractional share. Dividends on the Series C
Preferred Stock shall accrue from the date of issuance or thereafter, from the
most recent date on which dividends were payable, and shall be payable
semi-annually on June 30 and December 31 of each year (each a "Dividend Payment
Date"), commencing on December 31, 1999; provided, however, that
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if any such day is a non-business day, the Dividend Payment Date will be the
next business day. Each declared dividend shall be payable to holders of record
as they appear at the close of business on the stock books of the Corporation
on June 10 and December 10 of each year (each of such dates a "Record Date").
Semi-annual dividend periods (each a "Dividend Period") shall commence on and
include the 1st day of July and January of each year and shall end on and
include the day next preceding the next following Dividend Payment Date.
(b) No dividends shall be declared or paid or
set apart for payment on any Common Stock, Parity Stock or Junior Stock during
any semi-annual period unless full dividends on the Series C Preferred Stock
for all Dividend Periods ending prior to or during such semi-annual period have
been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof is set apart for such payment. When
dividends are not so paid in full (or a sum sufficient for such full payment is
not so set apart) upon the Series C Preferred Stock and any other Parity Stock,
dividends upon the Series C Preferred Stock and dividends on such other Parity
Stock payable during such semi-annual period shall be declared pro rata so that
the amount of such dividends so payable per share on the Series C Preferred
Stock and such other Parity Stock shall in all cases bear to each other the
same ratio that full dividends on the shares of Series C Preferred Stock and
full dividends, if any, on shares of such other Parity Stock, bear to each
other. If full dividends on the Series C Preferred Stock have not been declared
and paid or set apart for payment, no dividend or distribution, other than in
shares of Junior Stock, may be declared, set aside or paid on any shares of
Junior Stock. Holders of the Series C Preferred Stock shall not be entitled to
any dividends, whether payable in cash, property or stock, in excess of the
dividends provided for herein. No interest or sum of money in lieu of interest
shall be payable in respect of any declared dividend payment or payments on the
Series C Preferred Stock which may be in arrears. As used herein, the phrase
"set apart" in respect of the payment of dividends shall require deposit of any
funds in a bank or trust company in a separate deposit account maintained for
the benefit of the holders of the Series C Preferred Stock, or, in the case of
payment of dividends through the issuance of shares of the Corporation's Series
C Preferred Stock, the deposit of certificates representing such shares of
Series C Preferred Stock with such bank or trust company.
Section 4. Voting Rights. On all matters to come before the
shareholders of the Corporation, the holders of Series C Preferred Stock will
vote together with the holders of the Common Stock and Series B Preferred Stock
as a single class, with each share of Series C Preferred Stock and Series B
Preferred Stock entitled to a number of votes equal to the number of shares of
Common Stock into which it is then convertible using the record date for the
taking of such vote of shareholders as the date as of which the Conversion
Price (as hereinafter defined) is calculated except as required by law.
To the extent that under Florida law or this
Certificate of Designation the vote of the holders of shares of Series C
Preferred Stock, voting separately as a class, is required to authorize a given
action of the Corporation, the affirmative vote or consent of the holders of at
least a majority of the outstanding shares of the Series C Preferred Stock
shall constitute the approval of such action by the class. Holders of shares of
Series C Preferred Stock shall be
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entitled to notice of all shareholder meetings or written consents with respect
to which they would be entitled to vote, which notice shall be provided
pursuant to the Corporation's bylaws and applicable law.
Section 5. Conversion. Subject to and upon compliance with
this Section 5, the holders of shares of Series C Preferred Stock shall have
conversion rights as follows:
(a) Optional Conversion. Each holder of a
share of Series C Preferred Stock shall have the right, at any time or from
time to time prior to the Redemption Date (as defined below), at the office of
the Corporation or any transfer agent for the Series C Preferred Stock, to
convert such share of Series C Preferred Stock into that number of fully paid
and nonassessable shares of Common Stock equal to $100 divided by the
Conversion Price of such share of Series C Preferred Stock as set forth in
Section 6 hereof. The number of shares of Common Stock into which the Series C
Preferred Stock may be converted is hereinafter referred to as the "Conversion
Rate." Notwithstanding the foregoing, the Corporation shall not be obligated to
accept shares of Series C Preferred Stock for conversion if such conversion
would require the Corporation to issue a certificate or certificates evidencing
less than an aggregate of 50,000 shares of Common Stock on any Date of
Conversion (as defined below).
(b) Early Conversion Event. If, after the
first anniversary of the date of issuance of the shares of Series C Preferred
Stock, the closing bid price of the Common Stock, as reported on Nasdaq (or the
closing sale price if the Common Stock is then traded on any principal national
exchange or Nasdaq National Market) exceeds 175% of the Conversion Price for a
period of twenty (20) consecutive trading days, including the twenty (20)
trading days prior to such first anniversary (the "Calculation Period"), an
early conversion event ("Early Conversion Event") shall have occurred. Upon the
first Early Conversion Event, if any, in each calendar quarter, the aggregate
Liquidation Value of the outstanding shares of Series C Preferred Stock shall
automatically and without any action by the holders of the Series C Preferred
Stock or the Corporation be converted into shares of Common Stock, on a pro
rata basis, in an amount determined in accordance with the following formula:
CPS = [(V-Y)] x 22 x CP
where CPS is the aggregate stated Liquidation Value of the Series C Preferred
Stock to be converted; V is the average daily reported volume of trading in the
Common Stock on all national securities exchanges and/or reported through the
automated quotation system of a registered national securities association
during the Calculation Period and Y is the sum of (i) shares of Common Stock
which the Corporation then has the right to issue upon an "Early Conversion
Event" under the Corporation's outstanding 8 1/4% Subordinated Convertible
Notes due 2003 (the "Convertible Notes"), plus (ii) shares of Common Stock
subject to then effective resale registration statements of the Corporation
other than Registration Statements on Form S-8 or S-4 and other than
registration statements with respect to Common Stock underlying the Convertible
Notes, the Series B Preferred Stock and the Series C Preferred Stock which
remain unsold at such time; and CP is the applicable Conversion Price. For
purposes of calculating V,
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trading volume in excess of 100,000 shares on any trading day shall not be
included, unless such amounts do not exceed 200% of the trailing 30-day average
reported volume of trading.
Notwithstanding the foregoing, none of the
outstanding shares of Series C Preferred Stock shall be converted as a result
of an Early Conversion Event pursuant to this Section 5 unless the resale of
the shares of Common Stock issuable upon such conversion is subject to an
effective Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act"), or an exemption from registration under the Securities
Act is then available. Accrued dividends on the shares of Series C Preferred
Stock converted upon the occurrence of an Early Conversion Event shall be paid
on the next Dividend Payment Date in accordance with Section 3 hereof.
(c) Mechanics of Conversion. Before a holder
shall be entitled to receive shares of Common Stock upon conversion of shares
of Series C Preferred Stock, the holder of shares of Series C Preferred Stock
shall (i) fax or otherwise deliver a copy of the fully executed notice of
conversion in the form attached hereto as Exhibit A ("Notice of Conversion") to
the Corporation at its principal office and to the office of its designated
transfer agent that such holder elects to convert the same, which notice shall
specify the number of shares of Series C Preferred Stock to be converted and
shall contain the Conversion Price (together with a copy of the first page of
each certificate to be converted) prior to 5:00 p.m., Eastern Standard time
(the "Conversion Notice Deadline") on the date of conversion specified on the
Notice of Conversion and (ii) surrender the original certificate or
certificates for the shares of Series C Preferred Stock to be converted, duly
endorsed, and deliver the original Notice of Conversion by either overnight
courier or two-day courier, to the principal office of the Corporation or to
the office of its designated transfer agent; provided, however, that the
Corporation shall not be obligated to issue certificates evidencing the shares
of Common Stock issuable upon such conversion unless the certificates
evidencing such shares of Series C Preferred Stock are delivered to the
Corporation or its transfer agent as provided above. Upon the conversion of
shares of Series C Preferred Stock in connection with an Early Conversion
Event, the Corporation shall send to the holders of shares of Series C
Preferred Stock a Notice of Early Conversion (in the form attached hereto as
Exhibit B) stating the aggregate Liquidation Value of shares of Series C
Preferred Stock to be converted and the number of shares of Common Stock into
which such Liquidation Value shall be converted.
Upon receipt by the Corporation of evidence of
the loss, theft, destruction or mutilation of any certificate representing
shares of Series C Preferred Stock, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the
Corporation, and upon surrender and cancellation of any certificate
representing shares of Series C Preferred Stock, if mutilated, the Corporation
shall execute and deliver a new certificate of like tenor and date. No
fractional shares of Common Stock shall be issued upon conversion of the Series
C Preferred Stock. In lieu of any fractional share to which the holder of
shares of Series C Preferred Stock would otherwise be entitled, the Corporation
shall pay cash to such holder in an amount equal to such fraction multiplied by
the Conversion Price then in effect. In the case of a
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dispute as to the calculation of the Conversion Price, the Corporation's
calculation shall be deemed conclusive absent manifest error.
The Corporation shall use all reasonable efforts to
issue and deliver within seven (7) business days after delivery to the
Corporation of the certificates representing the shares of Series C Preferred
Stock to be converted, or after such agreement and indemnification, to such
holder of shares of Series C Preferred Stock at the address of the holder on
the books of the Corporation, a certificate or certificates for the number of
shares of Common Stock to which the holder shall be entitled as aforesaid. The
date on which conversion occurs (the "Date of Conversion") shall be deemed to
be the date set forth in such Notice of Conversion, provided (i) that the
advance copy of the Notice of Conversion is delivered to and received by the
Corporation before 5:00 p.m., Eastern time, on the Date of Conversion, and (ii)
that the original stock certificates representing the shares of Series C
Preferred Stock to be converted are received by the Corporation or the transfer
agent within two (2) business days thereafter. In the case of an Early
Conversion Event, the last date of the Calculation Period shall be deemed to be
the Date of Conversion. The person or persons entitled to receive the shares of
Series C Preferred Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such shares of Common Stock on the
Date of Conversion. In the case of an optional conversion, if the original
certificates representing the shares of Series C Preferred Stock to be
converted are not received by the Corporation or the transfer agent within two
(2) business days after the Date of Conversion or if the facsimile of the
Notice of Conversion is not received by the Corporation or its transfer agent
prior to the Conversion Notice Deadline, the Notice of Conversion, at the
Corporation's option, may be declared null and void.
Following any conversion of shares of Series C
Preferred Stock, such shares of Series C Preferred Stock shall no longer be
outstanding and all rights of a holder with respect to the shares surrendered
for conversion shall immediately terminate except for the right to receive
Common Stock. All shares of Series C Preferred Stock subject to an Early
Conversion Event shall be deemed to be cancelled upon such holder's receipt of
shares of Common Stock in connection with any such conversion.
(d) Reservation of Shares. The Corporation
shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock such number of shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all then
outstanding shares of Series C 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 Series C Preferred
Stock, the Corporation will take such corporate action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.
Section 6. Conversion Price. The "Conversion Price" per share
of the Series C Preferred Stock shall be $11.50, subject to adjustment as set
forth below, with all such adjustments, if any, being cumulative from the date
of initial issuance of shares of Series C
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Preferred Stock such that all outstanding shares of Series C Preferred Stock
have the same Conversion Price regardless of their date of issuance.
6.1 Adjustment of the Number of Shares of Common Stock
and the Conversion Price. The number of shares of Common Stock issuable upon
conversion and the Conversion Price shall be subject to adjustment as follows:
(a) In case the Corporation shall at any time
after the date of the initial issuance of Series C Preferred Stock and prior to
the conversion of all outstanding shares thereof (A) pay a dividend or make a
distribution on its Common Stock in shares of its capital stock (whether in
shares of Common Stock, of capital stock of any other class or Options to
purchase or acquire capital stock, Convertible Securities convertible or
exchangeable for capital stock, or Options with respect to such Convertible
Securities), (B) subdivide its outstanding shares of Common Stock into a
greater number of shares, (C) combine its outstanding shares of Common Stock
into a smaller number of shares, or (D) reclassify, reorganize or effect any
similar transaction with respect to any of its shares of Common Stock, or in
substitution or exchange therefor (other than a change in par value, or from
par value to no par value, or from no par value to par value), then the number
and, if applicable, kind of shares of Common Stock to be received by any holder
of shares of Series C Preferred Stock (a "Holder") shall be adjusted so that
the Holder will be entitled to receive on conversion the number and kind of
shares of capital stock or other securities which it would have owned
immediately following such action had its Series C Preferred Stock been
converted immediately prior thereto. An adjustment made pursuant to this
subsection (a) shall become effective immediately after the payment date in the
case of a dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination, reclassification,
reorganization or similar transaction. If, as a result of an adjustment made
pursuant to this subsection (a), a Holder shall become entitled to receive
shares of two or more classes of capital stock of the Corporation or other
securities, the Board of Directors or a duly authorized committee thereof shall
in good faith determine (which determination shall be conclusive and binding)
the allocation of the Conversion Price between or among shares of such classes
of capital stock or other securities. After such allocation, the Conversion
Price and number of shares of each class of capital stock that is issuable upon
conversion shall thereafter be subject to adjustment in a manner and on terms
determined by the Board of Directors (which determination shall be conclusive
and binding) to be as nearly equivalent as practicable to those applicable to
Common Stock under this Section 6.
(b) (i) From the date of the initial
issuance of the shares of Series C Preferred Stock to and including the first
anniversary of the date thereof, if the Corporation shall issue or enter into
any agreement to issue any shares of Common Stock other than Excluded Shares
(as hereinafter defined) for consideration per share (the "Issuance Price")
less than the Conversion Price (as herein defined) per share in effect
immediately prior to such issuance, the Conversion Price in effect immediately
prior to such issuance shall be reduced (but shall not be increased) to the
Issuance Price.
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(ii) After the first anniversary
and prior to the second anniversary of the initial issuance of the shares of
Series C Preferred Stock, if the Corporation shall issue or enter into any
agreement to issue any shares of Common Stock other than Excluded Shares for
consideration per share less than the Conversion Price per share in effect
immediately prior to such issuance, the Conversion Price in effect immediately
prior to such issuance shall be reduced (but shall not be increased) to the
price (calculated to the nearest cent) determined: by dividing (A) an amount
equal to the sum of (1) the number of shares of Common Stock outstanding on a
fully diluted basis immediately prior to such issuance multiplied by the
Conversion Price per share in effect immediately prior to such issuance and (2)
the consideration, if any, received by the Corporation upon such issuance by
(B) the number of shares of Common Stock outstanding on a fully diluted basis
immediately after such issuance.
(iii) If at any time prior to the second
anniversary of the initial issuance of the shares of Series C Preferred Stock,
the Corporation shall issue or enter into any agreement to issue any shares of
Common Stock other than Excluded Shares for consideration per share greater
than the Conversion Price but lower than the market price per share in effect
immediately prior to such issuance, the Conversion Price in effect immediately
prior to such issuance shall be reduced (but shall not be increased) to the
price (calculated to the nearest cent) determined by multiplying the Conversion
Price in effect immediately prior to such issuance by the factor determined by
dividing (A) an amount equal to the sum of (1) the number of shares of Common
Stock outstanding on a fully diluted basis immediately prior to such issuance
multiplied by the market price per share in effect immediately prior to such
issuance and (2) the consideration, if any, received by the Corporation upon
such issuance by (B) the number of shares of Common Stock outstanding on a
fully diluted basis immediately after such issuance multiplied by the market
price per share in effect immediately prior to such issuance; provided,
however, no adjustment shall be made to the Conversion Price if (i) such
issuance is in connection with a firm commitment underwritten public offering
or (ii) the consideration per share is equal to or greater than 85% of the
market price per share in effect immediately prior to such issuance. For
purposes hereof, the "market price" as of any measurement date shall be the
average of the closing prices of the Common Stock for each of the 10
consecutive trading days immediately preceding such measurement date.
(c) Certain Adjustment Factors. For the
purposes of any adjustment of the Conversion Price pursuant to paragraph
(b) above, the following provisions shall be applicable:
(x) Cash. In the case of the issuance
of shares of Common Stock for cash, the amount of the
consideration received by the Corporation shall be deemed to
be the amount of the cash proceeds received by the
Corporation for such shares of Common Stock before deducting
therefrom any discounts, commissions, taxes or other expenses
allowed, paid or incurred by the Corporation for any
underwriting or otherwise in connection with the issuance and
sale thereof; and
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(y) Consideration Other Than Cash.
In the case of the issuance of shares of Common Stock (other than upon
the conversion of shares of capital stock or other securities of the
Corporation) for consideration in whole or in part other than cash,
including securities acquired in exchange therefor (other than
securities by their terms so exchangeable), the consideration other
than cash shall be deemed to be the fair value thereof (as determined
by the Board of Directors of the Corporation based on an opinion of an
outside financial advisor of recognized regional or national standing,
which may, but need not, be the independent public accountants who
serve as the regular auditors of the Corporation (the "Financial
Advisor"), whose determination shall be conclusive and binding),
irrespective of any accounting treatment; and
(z) Options and Convertible Securities.
In the case of the issuance of (i) Options to purchase or acquire
shares of Common Stock (whether or not exercisable immediately
following such issuance), (ii) Convertible Securities by their terms
convertible into or exchangeable for shares of Common Stock (whether
or not so convertible or exchangeable immediately following such
issuance), or (iii) Options to purchase such Convertible Securities
(whether or not exercisable immediately following such issuance):
(1) the aggregate maximum
number of shares of Common Stock deliverable upon exercise of
such Options to purchase or acquire shares of Common Stock
shall be deemed to have been issued at the time such Options
are first issued and for a consideration equal to the
consideration (determined in the manner provided in clauses
(x) and (y) above), if any, received by the Corporation upon
the issuance of such Options plus the purchase price provided
in such Options for the shares of Common Stock covered
thereby (if the purchase price per share of Common Stock is
expressed as a range, the purchase price per share for
purposes of this subparagraph (z)(1) shall be the average of
such range of prices);
(2) the aggregate maximum
number of shares of Common Stock deliverable upon conversion
of or in exchange for any such Convertible Securities, or
upon the exercise of Options to purchase or acquire such
Convertible Securities and the subsequent conversion or
exchange thereto shall be deemed to have been issued at the
time such convertible or exchangeable securities or such
options, warrants or other rights are first issued and for a
consideration equal to the consideration, if any, received by
the Corporation for any such Convertible Securities or
Options (excluding any cash received on account of accrued
interest or accumulated dividends), plus the additional
consideration, if any, to be received by the Corporation upon
the conversion or exchange of such Convertible Securities and
the exercise of any Options (the consideration in each case
to be determined in the manner provided in clauses (x) and
(y) above);
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(3) on any change in the
number of shares of Common Stock deliverable upon exercise of
any such Options which have become exercisable or conversion
of or exchange of such Convertible Securities which have
become convertible or exchangeable, or any change in the
consideration to be received by the Corporation upon such
exercise, conversion or exchange, the Conversion Price as
then in effect shall forthwith be readjusted to such
Conversion Price as would have been obtained had such
adjustment been made upon the original issuance of such
Options; provided, however, no adjustment shall be made with
respect to such Options exercised prior to such change, or
Convertible Securities converted or exchanged prior to such
change;
(4) on the expiration or
cancellation of any such Options or the termination of the
right to convert or exchange such Convertible Securities, if
the Conversion Price shall have been adjusted upon such
securities being issued or becoming exercisable, convertible
or exchangeable, such Conversion Price shall forthwith be
readjusted to such Conversion Price as would have been
obtained had an adjustment been made on the basis of the
issuance of only the number of shares of Common Stock
actually issued upon the exercise of such options, warrants
or other rights, or upon the conversion or exchange of such
securities; and
(5) if the Conversion Price
shall have been adjusted when such Options were first issued
or such Convertible Securities were first issued, no further
adjustment of the Conversion Price shall be made for the
actual issuance of shares of Common Stock upon the exercise,
conversion or exchange thereof.
(d) Excluded Shares. "Excluded Shares" shall mean
(i) any shares of Common Stock issued in a transaction described in Section
6.1(a) of this Agreement; and (ii) issuances of shares of Common Stock from
time to time pursuant to employment agreements, stock option or bonus plans
authorized by the Board of Directors of the Corporation as of the date hereof,
(iii) issuances of Common Stock, or Options to acquire shares of Common Stock,
or Convertible Securities convertible into or exchangeable for Common Stock
pursuant to the terms of any acquisition by the Corporation of all or
substantially all of the operating assets, or more than fifty percent (50%) of
the voting capital stock or other controlling interest of any business entity
in a transaction negotiated on an arms-length basis and expressly approved in
advance by the Board of Directors of the Corporation; (iv) issuances of shares
of Common Stock from time to time upon the exercise, exchange or conversion of
warrants, options, convertible securities, the Convertible Notes or other
securities outstanding as of the date hereof, and (v) issuances of shares of
Common Stock from time to time pursuant to the anti-dilution provisions of
other
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<PAGE> 11
securities. For purposes hereof, "voting capital stock" shall be deemed
to be capital stock of any class or classes, however designated having ordinary
voting power for the election of members of the board of directors or other
governing body and "controlling" shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a party, whether through the ownership of voting capital stock, by
contract or otherwise.
(e) No adjustment in the Conversion Price shall
be required unless such adjustment would require an increase or decrease of at
least 1.2% in such price; provided, however, that any adjustments which by
reason of this subsection (e) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 6 shall be made to the nearest tenth of a cent or to the
nearest one-hundredth of a share, as the case may be.
(f) The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation, and the disposition of any such shares shall be
considered an issuance of Common Stock for the purposes of this Section 6.
6.2 Rights to Purchase Other Securities. If any of the
following shall occur:
Without limiting any provisions of Section 9:
(a) any Corporate Change (as hereinafter
defined) to which the Corporation is a party, other than a Corporate Change in
which the Corporation is the continuing or surviving Corporation and which does
not result in any reclassification of, or change (other than as a result of a
subdivision or combination) in, outstanding shares of the Common Stock, or
(b) any sale or transfer to another
corporation or entity of all or substantially all of the assets of the
Corporation;
then, and in either such case, the Holder of each share of Series C Preferred
Stock then outstanding shall have the right to purchase the kind and amount of
shares of stock and/or other securities and property receivable upon such
consolidation, merger, sale or transfer by a holder of the number of shares of
Common Stock issuable upon conversion of such stock immediately prior to such
consolidation, merger, sale, or transfer. The provisions of this Section 6.2
shall similarly apply to successive consolidations, mergers, sales or
transfers.
6.3 Notice of Adjustment. Whenever the number of shares
of Common Stock issuable upon the conversion of each share of Series C
Preferred Stock or the Conversion Price of such shares of Series C Preferred
Stock is adjusted or reduced, as herein provided, the Corporation shall mail by
first class, postage prepaid, to each Holder (a) notice of any reduction on or
before the day the reduction takes effect, which shall state the reduced
Conversion Price and the period during which it will be in effect and/or (b) a
certificate setting forth the number of
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<PAGE> 12
shares of Common Stock issuable upon the conversion of each share of Series C
Preferred Stock and the Conversion Price on such shares of Series C Preferred
Stock after adjustment setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such adjustment was
made.
6.4 No Adjustment for Dividend. No adjustment in respect
of any cash dividends shall be made while the Series C Preferred Stock is
outstanding or upon the conversion of the Series C Preferred Stock.
6.5 Certain Events. If any event occurs as to which in
the reasonable judgment of the Board of Directors of the Corporation, in good
faith, the other provisions of this Section 6 are not strictly applicable but
the lack of any adjustment would not in the opinion of the Board of Directors
of the Corporation fairly reflect the purchase rights of the Holders of the
Series C Preferred Stock in accordance with the basic intent and principles of
the provisions of this Agreement then the Board of Directors of the Corporation
shall appoint a Financial Advisor which shall give its opinion upon the
adjustment, if any, on a basis consistent with the basic intent and principles
established and the other provisions of this Section 6, necessary to preserve,
without dilution, the exercise rights of the Holders. Upon receipt of such
opinion, the Corporation shall forthwith make the adjustments described therein
which adjustments shall be conclusive and binding.
Section 7. Status of Converted or Reacquired Shares. Any shares
of Series C Preferred Stock converted into shares of Common Stock pursuant to
Section 5 hereof or purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the conversion
or acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Series C Preferred Stock and may be reissued
as part of a new series of preferred stock subject to the conditions and
restrictions on issuance set forth herein, in the Articles of Incorporation, or
in any other Certificate of Designation creating a series of preferred stock or
any similar stock or as otherwise required by law.
Section 8. Liquidation, Dissolution or Change of Control.
(a) In the event of any liquidation,
dissolution or winding up of the Corporation, either voluntary or involuntary,
the holders of shares of Series C Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for distribution to shareholders
under applicable law, prior and in preference to any distribution to holders of
the Common Stock or any Junior Securities but in parity with any distribution
to holders of Parity Securities, an amount of $100 per share (the "Liquidation
Value"), plus a sum equal to all dividends accrued on such shares (whether or
not declared) and unpaid through and including the then current Dividend
Period. If upon the occurrence of such event, the assets and funds to be
distributed among the holders of shares of Series B Preferred Stock, Series C
Preferred Stock and Parity Securities shall be insufficient to permit the
payment to such holders of the full preferential amounts due to the holders of
shares of Series B Preferred Stock, Series C Preferred Stock and Parity
Securities, respectively, then the entire assets and funds of the Corporation
legally available for distribution shall be distributed among the holders of
shares of Series B Preferred Stock, Series C Preferred
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<PAGE> 13
Stock and Parity Securities, pro rata, based on the respective liquidation
amounts to which each such series of stock is entitled by the Corporation's
Articles of Incorporation and any certificate of designation of preferences.
(b) Upon the completion of the distribution
required by subsection 8(a) above, if assets remain in the Corporation, they
shall be distributed to holders of Parity Securities (unless holders of Parity
Securities have received distributions pursuant to subsection 8(a)) and Junior
Securities in accordance with the Corporation's Articles of Incorporation,
including any duly adopted certificate(s) of designation of preferences.
(c) (i) Upon a Change of Control (as
defined below) of the Corporation, each holder of the Series C Preferred Stock
will have the option to require the Corporation to repurchase such holder's
shares of Series C Preferred Stock at a price per share equal to the
Liquidation Value plus any accrued and unpaid dividends. A "Change of Control"
shall have occurred: (A) when any person or group is or becomes the beneficial
owner of 50% or more of the then outstanding voting capital stock of the
Corporation, (B) when, during any period of two consecutive years after the
closing of the sale of the Series C Preferred Stock, individuals who at the
beginning of such period constituted the Corporation's Board of Directors, or
whose nomination for election by the Corporation's shareholders was approved by
a vote of a majority of the directors of the Corporation then still in office
who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the directors then in office or (C) upon any sale,
transfer or other conveyance of all or substantially all of the assets of the
Corporation.
(ii) Upon the occurrence of a Change of
Control, the Corporation will offer to repurchase (the "Change of Control
Purchase Offer") all outstanding shares of Series C Preferred Stock, and each
holder of outstanding shares of Series C Preferred Stock will have the right to
require that the Corporation repurchase such holder's shares of Series C
Preferred Stock, at the price set forth in clause (i) of this subsection 8(c).
Within 30 days following any Change of Control, the Corporation shall mail a
notice, by first class mail, to each holder of record of Series C Preferred
Stock (a "Change of Control Notice"), at his address of record, stating:
(A) that a Change of Control
has occurred and that such holder has the right to
require the Corporation to purchase such holder's
shares of Series C Preferred Stock at the price set
forth above;
(B) the circumstances and
relevant facts regarding such Change of Control;
(C) the date on which the
Corporation will repurchase any shares of Series C
Preferred Stock which the holders require the
Corporation to repurchase in accordance with this
subsection 8(c), which date shall be no earlier than
30 days nor later than 60 days from the date such
Change of Control Notice is mailed (the "Change of
Control Purchase Date");
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<PAGE> 14
(D) that, unless the
Corporation defaults in making such payment, any
shares of Series C Preferred Stock accepted for
payment pursuant to the Change of Control Purchase
Offer shall cease to accrue dividends after the
Change of Control Purchase Date;
(E) that holders of Series C
Preferred Stock electing to have their shares
repurchased pursuant to any Change of Control
Purchase Offer shall be required to surrender the
original certificates for the shares of Series C
Preferred Stock at the address specified in the
notice, at least three business days before the
Change of Control Purchase Date; and
(F) that the holders of
Series C Preferred Stock shall be entitled to
withdraw their election if the Corporation receives,
not later than the last business day prior to the
Change of Control Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the
name of the holder, the number of shares of Series C
Preferred Stock the holder delivered for repurchase
and a statement that such holder is withdrawing his
election to have such shares repurchased.
(iii) Each holder of shares of Series C
Preferred Stock electing to have such shares purchased by the Corporation
pursuant to this subsection 8(c) shall deliver to the Corporation at its
principal office, at least three business days prior to the Change of Control
Purchase Date, the original certificate or certificate(s) for the shares to be
purchased duly endorsed, together with written notice to the Corporation
specifying the number of shares of Series C Preferred Stock to be purchased.
Holders of Series C Preferred Stock will be entitled to withdraw their election
if the Corporation receives, not later than one business day prior to the
Change of Control Purchase Date, a telegram, facsimile transmission or letter,
at its principal office, setting forth the name of the holder, the number of
shares of Series C Preferred Stock which were delivered by the holder for
purchase by the Corporation and a statement that such holder is withdrawing his
election to have such shares purchased.
(iv) Promptly following the Change of
Control Purchase Date, the Corporation will mail or deliver to each holder of
shares of Series C Preferred Stock who properly tendered such shares to the
Corporation for purchase pursuant to this subsection 8(c) and did not withdraw
such election, at his, her or its address of record, an amount equal to the
purchase price for the shares of Series C Preferred Stock so delivered for
purchase as set forth in this subsection 8(c). Unless the Corporation shall
have defaulted in the payment of the purchase price for shares of Series C
Preferred Stock tendered for purchase by the Corporation, all rights of the
holders of such shares (except the right to receive the purchase price
therefor) shall cease with respect to such shares on the Change of Control
Purchase Date and such shares shall not, after the Change of Control Purchase
Date, be deemed to be outstanding and shall not have the status of Series C
Preferred Stock.
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<PAGE> 15
(v) The Corporation will comply, to
the extent applicable, with the requirements of Section 14(e) of the Securities
Exchange Act of 1934, as amended, and any other applicable securities laws or
regulations in connection with the repurchase of Series C Preferred Stock
pursuant to this subsection 8(c). To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this subsection
8(c), the Corporation will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section by virtue thereof.
Section 9. Consolidation, Merger, etc. Except as set forth in
Section 8(c) hereof, and without limiting any provision of Section 6.2 hereof,
in the event of a merger, reorganization, recapitalization or similar event of
or with respect to the Corporation (a "Corporate Change") (other than a
Corporate Change in which all or substantially all of the consideration
received by the holders of the Corporation's equity securities upon such
Corporate Change consists of cash or assets other than securities issued by the
acquiring entity or any Affiliate thereof), the Series C Preferred Stock shall
be assumed by the acquiring entity and thereafter the Series C Preferred Stock
shall be convertible into such class and type of securities as the holder of
shares of Series C Preferred Stock would have received had such holder
converted the Series C Preferred Stock immediately prior to such Corporate
Change.
Section 10. Redemption.
(a) Optional Redemption. Subject to earlier
conversion, commencing on May 17, 2002 and continuing through the Mandatory
Redemption Date (as defined below), the Corporation shall have the right,
exercisable at any time and from time to time, to redeem shares of Series C
Preferred Stock at the following prices plus the payment of all accrued and
unpaid dividends:
Year Redeemed Price
2002 104% of Liquidation Value
2003 102% of Liquidation Value
If less than all of the outstanding shares of
Series C Preferred Stock are called for redemption pursuant to this Section
10(a), shares of Series C Preferred Stock shall be redeemed on a pro rata basis
among the holders thereof. Each holder of Series C Preferred Stock will be
given notice of such redemption pursuant to Section 10(c) and will have the
right to convert the Series C Preferred Stock into shares of Common Stock prior
to the redemption date specified in such notice.
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<PAGE> 16
(b) Mandatory Redemption.
(i) The Corporation will be required
to redeem the outstanding shares of Series C Preferred Stock on May 17, 2004
(the "Mandatory Redemption Date"), at a redemption price per share equal to the
Liquidation Value plus accrued and unpaid dividends.
(ii) If at any time, (A) the
Corporation shall breach the terms and conditions contained in this certificate
of designation, (B) the Corporation shall breach any representation, warranty,
or covenant contained in that certain Series C Convertible Stock Purchase
Agreement, dated August 24, 1999, between the Corporation and the initial
Holders or any subsequent Series C Stock Purchase Agreement with like terms, or
(C) the Corporation shall fail to make a dividend payment on a Dividend Payment
Date (each a "Breach"), prompt notice of such Breach shall be given to each
Holder by the Corporation at such time as the Corporation becomes aware of such
Breach and (without limiting any rights of Holder) prompt notice of such Breach
shall be given to the Corporation by each Holder at such time such Holder
becomes aware of such Breach, and any Holder shall give written notice to the
Corporation of its desire to have the Corporation redeem its shares of Series C
Preferred Stock, such shares shall be redeemed by the Corporation at a
redemption price per share equal to the greater of the amounts that would at
that time be payable under Section 10(a) hereof had the Corporation exercised
its right to redeem the shares of Series B Preferred Stock thereunder or the
Liquidation Value plus accrued and unpaid dividends; provided, however, no
Holder shall have the right to request a redemption of its shares of Series C
Preferred Stock pursuant to this Section 10(b)(ii) unless and until the
Corporation shall have failed to cure any such Breach within a period of ten
(10) days after having received written notice thereof from the Holder.
(c) Mechanics of Redemption. Notice of
redemption of the Series C Preferred Stock, specifying the redemption date and
place of redemption, shall be given by first class mail to each holder of
record of the shares to be redeemed, at his address of record, not less than 30
nor more than 60 calendar days prior to the date upon which the Corporation
shall redeem the Series C Preferred Stock (the "Redemption Date"). Each such
notice shall also specify the redemption price applicable to the shares to be
redeemed. If less than all the shares owned by such holder are then to be
redeemed, the notice shall also specify the number of shares thereof which are
to be redeemed and the fact that a new certificate or certificates representing
any unredeemed shares shall be issued without cost to such holder.
(i) Notice of redemption of shares of
the Series C Preferred Stock having been given as provided in Section 10(c),
then unless the Corporation shall have defaulted in the payment of the
redemption price and all accrued and unpaid dividends (whether or not
declared), all rights of the holders thereof (except the right to receive the
redemption price and all accrued and unpaid dividends, whether or not declared)
shall cease with respect to such shares on the Redemption Date and such shares
shall not, after the Redemption Date, be deemed to be outstanding and shall not
have the status of Series C Preferred Stock. In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without cost to the holder thereof.
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<PAGE> 17
(ii) Shares of the Series C Preferred
Stock are not subject or entitled to the benefit of a sinking fund.
(iii) Notwithstanding the foregoing, if
notice of redemption shall have been given pursuant to this Section 10 and any
holder of the Series C Preferred Stock shall, prior to the close of business on
the date three business days next preceding the Redemption Date, give written
notice to the Corporation pursuant to Section 5 hereof of the conversion of any
or all of the shares held by the holder (accompanied by a certificate or
certificates for such shares, duly endorsed or assigned to the Corporation),
then the redemption shall not become effective as to such shares and the
conversion shall become effective as provided in Section 5.
(iv) If on the Mandatory Redemption
Date funds legally available to the Corporation for redemption of all
outstanding shares of Series B Preferred Stock and Series C Preferred Stock are
insufficient to redeem all such shares of Series B Preferred Stock and Series C
Preferred Stock, such available funds shall be used by the Corporation to
redeem shares of Series B Preferred Stock and Series C Preferred Stock from all
holders ratably in proportion to the full number of shares they would otherwise
be entitled to have redeemed. In the event that less than all outstanding
shares of Series B Preferred Stock and Series C Preferred Stock are redeemed on
the Mandatory Redemption Date, the Corporation will continue to redeem shares
of Series B Preferred Stock and Series C Preferred Stock from time to time as
soon as practicable after funds become legally available therefor (ratably if
the funds legally available remain insufficient to redeem all shares required
to be redeemed) until all shares of Series B Preferred Stock and Series C
Preferred Stock required to be redeemed shall have been redeemed. Until
actually redeemed, each share of Series C Preferred Stock will continue to
enjoy all rights and benefits hereof, including the right to convert into
shares of Common Stock.
(d) Conversion Price Adjustment
for Failure to Redeem. If the Corporation fails to redeem all outstanding
shares of Series C Preferred Stock on the Mandatory Redemption Date, then,
without any action by the holders of shares of Series C Preferred Stock, the
then current Conversion Price respecting any shares of Series C Preferred Stock
not redeemed by the Corporation shall be reduced (but shall not be increased)
to the greater of: (i) fifty percent (50%) of the then current Conversion
Price, and (ii) the closing price of the Common Stock as reported by Nasdaq (or
such principal national exchange on which the Common Stock is then listed) on
the Mandatory Redemption Date.
Section 11. Amendment. The Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series C Preferred
Stock so as to affect them adversely without the affirmative vote of the
holders of at least a majority of the outstanding shares of Series C Preferred
Stock, voting together as a single class.
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Section 12. Notices. Written notice of each meeting of the
shareholders of the Corporation shall be given by first-class mail not less
than ten (10) days prior to such meeting to each holder of record of the Series
C Preferred Stock to the address of such record holder shown on the
Corporation's records.
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<PAGE> 19
IN WITNESS WHEREOF, this Certificate of Designation has been executed
on behalf of the Corporation by its Chief Executive Officer this 23rd day of
August, 1999.
MANSUR INDUSTRIES INC.
By: /s/ Paul I. Mansur
----------------------------
Paul I. Mansur
Chief Executive Officer
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<PAGE> 20
EXHIBIT A
NOTICE OF CONVERSION
(To be executed by the Registered Holder
in order to Convert the Series C Preferred Stock)
The undersigned hereby irrevocably elects to convert ______ shares of
Series C Preferred Stock, represented by stock certificate No(s).
________________ (the "Series C Preferred Stock Certificates") into shares of
common stock, par value $.001 per share ("Common Stock"), of Mansur Industries
Inc., (the "Corporation") according to the conditions of the Certificate of
Designation of Series C Preferred Stock, as of the date written below. If
shares are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto. No fee
will be charged to the holder for any conversion, except for transfer taxes, if
any.
The undersigned represents and warrants that all offers and sales by
the undersigned of the shares of Common Stock issuable to the undersigned upon
conversion of the Series C Preferred Stock shall be made pursuant to
registration of such shares of Common Stock under the Securities Act of 1933,
as amended, or pursuant to an exemption from registration under such Act.
Conversion Calculations: ----------------------------
Date of Conversion
----------------------------
Applicable Conversion Price
----------------------------
Signature
----------------------------
Name
Address:
----------------------------
----------------------------
*No shares of Common Stock will be issued until the original Series C Preferred
Stock Certificate(s) to be converted and the Notice of Conversion are received
by the Corporation or its designated Transfer Agent. The original Stock
Certificate(s) representing the Series C Preferred Stock to be converted and
the Notice of Conversion must be received by the Corporation or its designated
Transfer Agent by the second business day following the Date of Conversion, or
the Notice of Conversion, at the Corporation's option, may be declared null and
void.
<PAGE> 21
EXHIBIT B
NOTICE OF EARLY CONVERSION EVENT
Mansur Industries Inc. (the "Corporation ") hereby notifies
____________________, the holder of ___________ shares (the "Shares") of the
Corporation's Series C Preferred Stock (the "Series C Preferred Stock"), that an
Early Conversion Event occurred on __________, and as such, you are hereby
directed to surrender the Shares as $______ of the aggregate Liquidation Value
of such Shares has been automatically converted into shares of the Corporation's
common stock, par value $.001 per share (the "Conversion Shares"), in accordance
with the terms of the Certificate of Designation respecting the Series C
Preferred Stock.
Unless otherwise instructed, the Corporation shall issue the
Conversion Shares and a new certificate representing the Shares not converted
in the name of the holder of the Shares and deliver same as soon as practicable
and in accordance with the provisions of the Certificate of Designation to the
address set forth in the Corporation's register respecting the Series C
Preferred Stock.
Date: ________________________
MANSUR INDUSTRIES INC.
By: ________________________
Name:
Title:
21
<PAGE> 1
EXHIBIT 4.2
<TABLE>
<S> <C> <C> <C>
CERTIFICATE ORGANIZED UNDER THE LAWS OF SHARES
NO. 1 THE STATE OF FLORIDA
MANSUR INDUSTRIES, INC.
150,000 SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK $1.00 PAR VALUE
This Certifies that __________________________________________________________ is the
registered holder of ________________________________________________________ shares
SERIES C CONVERTIBLE
PREFERRED STOCK OF THE ABOVE NAMED CORPORATION
transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed
by its duly authorized officers and its Corporate Seal to be hereunto affixed
this ___TH day of August A.D. 1999
-------------------------------------- --------------------------------------
Secretary President
Pierre G. Mansur Pierre G. Mansur
</TABLE>
<PAGE> 2
FOR VALUE RECEIVED, ____ HEREBY SELL, ASSIGN AND TRANSFER
UNTO ____________________________________________________
__________________________________________________ SHARES
REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT
________________________________________________ ATTORNEY
TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED ____________________________________ 19 ______
IN PRESENCE OF
______________________________ ______________________________
MANSUR INDUSTRIES INC., A FLORIDA CORPORATION, WILL FURNISH TO ANY
SHAREHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF
THE DESIGNATION, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE
SHARES OF EACH CLASS OR SERIES OF STOCK AUTHORIZED TO BE ISSUED, THE
VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES
OF EACH SUCH CLASS OR SERIES, AND THE AUTHORITY OF THE BOARD OF
DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES
OF THE PARTICIPATING STOCK OR OF ANY OTHER CLASS OF STOCK AND EACH
SERIES THEREOF AUTHORIZED TO BE ISSUED.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR
OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
<PAGE> 1
EXHIBIT 99.1
COMPANY PRESS RELEASE
SOURCE: Mansur Industries Inc.
MANSUR INDUSTRIES RAISES $7MM THROUGH PRIVATE PLACEMENT OF CONVERTIBLE
PREFERRED STOCK
MIAMI, Aug. 25 /PRNewswire/ -- Mansur Industries Inc. (Nasdaq: MANS- news)
announced today the private sale of $7 million of 8% Convertible Preferred
Stock redeemable in 2004. The Preferred Stock is convertible into common stock
at a conversion price equal to $11.50 per share, a 15% premium over its closing
price on August 17, 1999. The Company plans to use the proceeds of the offering
for general working capital purposes.
The Preferred Stock was purchased by Hanseatic Americas LDC, a private
investment company managed by Hanseatic Corporation, a New York-based asset
management company. Hanseatic, conducting business through offices in New York,
London and Hamburg, manages substantial assets on behalf of mainly European
investors and is focused on investing in companies with substantial growth
prospects.
The placement agent for the offering was Ryan, Beck & Co.
Founded in 1990, Mansur Industries designs, manufactures, sells and supports a
full range of self-contained, recycling industrial parts washing products for
use in the automotive, aviation, marine and general industrial markets. The
Company has been awarded ten patents for its products which incorporate
innovative, proprietary resource recovery and waste minimization technologies.
The Company is headquartered in Miami, Florida.
This press release contains forward-looking statements regarding future events
and the future performance of Mansur Industries that involves risks and
uncertainties that could cause actual events to differ materially. Please refer
to the documents that Mansur Industries files from time to time with the
Securities and Exchange Commission which contain important factors that could
cause its results to differ from its current expectations.
