CERTIFICATE OF DESIGNATION
OF
SERIES C 6% CONVERTIBLE PREFERRED STOCK
OF
---------------------------------
JD AMERICAN WORKWEAR, INC.
(A DELAWARE CORPORATION)
---------------------------------
(PURSUANT TO SECTION 151 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
* * * * * * * * * * * * * * *
JD American Workwear, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY THAT:
FIRST: The Corporation was incorporated in the State of Delaware on January
19, 1994.
SECOND: Pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation, under the provisions of Section
151 of the General Corporation Law of the State of Delaware, the following
resolutions were duly adopted by unanimous written consent of the Board of
Directors dated October 1, 1999, which resolutions are still in full force and
effect and are not in conflict with any provisions of the Certificate of
Incorporation or By-Laws of the Corporation:
RESOLVED, that pursuant to the authority vested in the Board of Directors
of this Corporation by Section 151 of the General Corporation Law of the State
of Delaware and in accordance with the provisions of its Certificate of
Incorporation, as amended, a class of preferred stock of the Corporation to be
known as Series C 6% Convertible Preferred Stock is hereby created and provided
for and the Board of Directors hereby fixes, states and expresses the terms,
designation, relative rights, preferences and limitations of such class in the
particulars required by but not specifically set forth in said Certificate of
Incorporation, or any amendment thereto, as follows:
1. DESIGNATION. The Board of Directors does hereby provide for the issue of
a new class of Preferred Stock of the Corporation, to be designated and known as
Series C 6% Convertible Preferred Stock ("Series C Preferred Stock").
2. NUMBER OF SHARES. The number of shares constituting the Series C
Preferred Stock shall be and the same hereby is fixed at twenty thousand
(20,000).
3. STATED CAPITAL. The amount to be represented in stated capital at all
times and the par value for each share of Series C Preferred Stock shall be
$1,000.00.
4. RANK. The Series C Preferred Stock shall, with respect to rights on
redemption and liquidation, rank (i) junior to any other class or series of
Preferred Stock previously issued or to be issued per purchase right or
designation terms; and (ii) senior and prior to any other equity securities of
the Corporation, including all classes of the Common Stock, $.002 par value per
share (the "Common Stock" or "Common Shares"), of the Corporation except any
class or series of Preferred Shares previously issued or to be issued per
purchase right or designation terms.
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5. DIVIDENDS. (a) Each holder of shares of Series C Preferred Stock shall
be entitled to receive, out of funds legally available for such purpose,
cumulative dividends at the annual rate of 6%. Such dividends shall be payable
in arrears in equal annual payments (except for dividends on account of any
partial annual period commencing with the date of issuance of such Series C
Preferred Stock) on September 30 of each year ("Dividend Payment Date") (and if
any Dividend Payment Date is not a business day, such dividend payment shall be
made on the next following business day, and such extension of time shall be
included in computing such dividend payment) commencing on September 30, 2000,
to holders on the record date therefor, in preference to dividends on the Common
Stock. Until the effective date of the registration statement to be filed with
the Securities and Exchange Commission in connection with the registration of
the public resale of the Common Stock issuable to the holders upon conversion of
the Series C Preferred Stock (the "Resale Registration Statement"), the dividend
shall be payable in shares of Common Stock by issuing additional fully paid and
nonassessable shares of Common Stock having a fair market value (determined in
accordance with Section 7(e)), as nearly equal as possible to (but not in excess
of) such cash dividends. Dividends shall cease to accrue after the effective
date of the Resale Registration Statement. On each Dividend Payment Date, the
Board of Directors shall declare and pay, and the Corporation shall issue, in
lieu of such cash dividends and in payment thereof, additional fully paid and
nonassessable shares of Common Stock having a fair market value as nearly equal
as possible to (but not in excess of) such cash dividends. Such dividends shall
accrue on a daily basis from the date of issuance of such shares. Each dividend
payment on each share of Series C Preferred Stock shall be issued, and may be
transferred, only in denominations which are integral multiples of one share of
Common Stock.
(b) Holders of the Series C Preferred Stock shall be entitled to
receive the dividends provided for in Section 5(a) hereof in preference to and
in priority over any dividends upon any of the Common Stock and any class or
series of junior stock. If the full dividends (after taking into account the
issuance of additional shares of Common Stock in lieu of cash dividends and in
payment thereof) in respect of Dividend Payment Date shall not have been paid on
all shares of Series C Preferred Stock at the time outstanding, whether or not
earned or declared, dividends in the amount of the deficiency will be fully paid
on or declared and set apart for, such shares (i) before any dividend or other
distribution, whether in cash or property, will be paid on declared or set apart
for any shares of Common Stock or any class or series of junior stock and (ii)
before any moneys will be set aside for or applied to any redemption,
retirement, purchase or other acquisition (either pursuant to any purchase or
sinking fund provisions or otherwise) of any shares of Common Stock or any class
or series of junior stock, other than upon exercise of the Corporation's rights
under any restricted stock purchase agreement, employment agreement, option
agreement or similar contractual arrangement with any employee of the
corporation. The term "junior stock" shall mean any class or series of stock
junior to Series C Preferred Stock as to dividends and the distribution of
assets upon liquidation, dissolution, bankruptcy, reorganization or other
insolvency proceeding, and upon the winding up of the Corporation. Subject to
the limitations in Sections 5(b) and (c), dividends may be paid on the Common
Stock or any other junior stock out of any funds legally available for such
purpose when and as declared by the Board of Directors.
(c) No dividend shall be declared, paid or set aside on the Common
Stock unless a dividend on the Series C Preferred Stock shall be declared, paid
or set aside by the Board of Directors simultaneous with any dividend on the
Common Stock, in an amount which is equal to the product of (a) the per share
amount if any, of the dividend declared, paid or set aside form the Common
Stock, multiplied by (b) the number of shares of Common Stock into which each
such share of Series C Preferred Stock and any share representing accrued and
unpaid dividends is then convertible. The dividend on the Series C Preferred
Stock shall be equivalent in amount and nature (based on the Conversion of such
Series C Preferred Stock to Common Stock) and payable on the same terms and
conditions as the dividend declared on the Common Stock.
6. LIQUIDATION PREFERENCES. In the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of Series
C Preferred Stock shall be entitled to receive out of the assets of the
Corporation, whether such assets are capital or surplus of any nature, an amount
equal to $1,000.00 per share (the "Liquidation Value") and a further amount
equal to any dividends accrued and unpaid thereon, as provided in Section 5, to
the date that payment is made available to the holders of Series C Preferred
Stock, whether earned or declared or not, and no more, before any payment shall
be made or any assets distributed to the holders of junior stock. In the event
of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, subject to all of the rights of the holders of Series C Preferred
Stock as set forth herein and the holders of any other classes and series of
Preferred Stock on distribution or otherwise, the holders of Common Shares shall
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be entitled to receive, ratably, all remaining assets of the Corporation. A
merger or consolidation shall not be deemed to be a liquidation, dissolution or
winding up within the meaning of this paragraph.
7. CONVERSION. (a) EXERCISE OF CONVERSION PRIVILEGE. Until the Conversion
Date, as defined in Section 7(f), each share of Series C Preferred Stock shall
be convertible at the holder's option in whole or in part from time to time into
shares of the Corporation's common stock, $.002 par value per share (the "Common
Stock"), upon surrender of the certificate representing those shares to be
converted, at the office of the Corporation, accompanied by a written notice of
conversion in the form annexed hereto in form satisfactory to the Corporation
duly executed by the registered holder or its duly authorized attorney, at a
conversion price of $1.00 per share (Number of Preferred shares x $1,000 /
$1.00), subject to adjustment as hereinafter provided (the "Conversion Price").
If the certificate representing those shares is to be converted in part only,
the Corporation will issue a new certificate representing the number of shares
not so converted. Any dividends accrued and unpaid on the date of conversion
shall be added to the Liquidation Value and credited towards the Conversion
Price. No fractional shares or scrip representing fractional shares will be
issued upon any conversion, but an adjustment in cash will be made, in respect
of any fraction of a share which would otherwise be issuable upon the surrender
of the certificate representing those shares to be surrendered for conversion.
(b) DIVIDENDS; RECLASSIFICATIONS, ETC. In the event that the
Corporation shall, at any time prior to the exercise of conversion rights
hereunder: (i) declare or pay to the holders of the Common Stock a dividend
payable in any kind of shares of capital stock of the Corporation; or (ii)
combine, subdivide or otherwise reclassify its Common Stock into the same or a
different number of shares with or without par value, or in shares of any class
or classes; or (iii) transfer its property as an entirety or substantially as an
entirety to any other Corporation; or (iv) make any distribution of its assets
to holders of its Common Stock as a liquidation or partial liquidation dividend
or by way of return of capital; then, in each case, the Conversion Price, and
the number and kind of shares of Common Stock receivable upon conversion of each
share of Series C Preferred Stock, in effect at the time of the record date for
such dividend or distribution, or of the effective date of such subdivision,
combination or reclassification, shall be proportionally adjusted so that the
holder upon the subsequent exercise of conversion rights, shall receive, in
addition to or in substitution for the shares of Common Stock to which it would
otherwise be entitled upon such exercise, such additional shares of capital
stock or scrip of the Corporation, or such reclassified shares of capital stock
of the Corporation, or such shares of the securities or property of the
Corporation resulting from such transfer, or such assets of the Corporation,
which it would have been entitled to receive had it exercised these conversion
rights prior to the happening of any of the foregoing events. Such adjustment
shall be made successively whenever any of the forgoing events shall occur.
(c) REGISTRATION OF TRANSFER OR CONVERSION. The Corporation shall
maintain books for the transfer and registration of the Series C Preferred
Stock. Upon the transfer of any Series C Preferred Stock, the Corporation shall
issue and register the certificate representing such Series C Preferred Stock in
the names of the new holders. Such certificate shall be signed manually by the
Chairman, Chief Executive Officer, President or any Vice President and the
Secretary or Assistant Secretary of the Corporation. The Corporation shall
convert, from time to time, any outstanding Series C Preferred Stock upon the
books to be maintained by the Corporation for such purpose upon surrender
thereof for conversion properly endorsed or accompanied by appropriate
instructions for conversion. Subject to the terms of this Certificate of
Designation, upon surrender of a certificate representing shares of Series C
Preferred Stock, the Corporation shall promptly issue and deliver to or upon the
written order of the holder of such Series C Preferred Stock and in such name or
names as such holder may designate, a certificate or certificates for the number
of full shares of Common Stock due to such holder upon the conversion of such
Series C Preferred Stock (the "Conversion Shares"). Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become the holder of record of such
Conversion Shares; PROVIDED, HOWEVER, that if, at the date of surrender the
transfer books of the Common Stock shall be closed, the certificates for the
Conversion Shares shall be issuable as of the next date on which such books
shall be opened and until such date the Corporation shall be under no duty to
deliver any certificate for such Conversion Shares; PROVIDED, FURTHER, HOWEVER,
that such transfer books, unless otherwise required by law or by applicable rule
of any national securities exchange, shall not be closed at any time for a
period longer than 20 days.
(d) NOTICE TO HOLDER. If, at any time while shares of Series C
Preferred Stock are outstanding, the Corporation shall pay any dividend on its
Common Stock payable in cash or in Common Stock, shall offer to the holders of
its Common Stock for subscription or purchase by them any shares of stock of any
class or any other rights, or shall enter into an agreement to merge or
consolidate with another corporation, the Corporation shall cause notice thereof
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to be mailed to the registered holders of shares of Series C Preferred Stock at
the addresses appearing on the registration books of the Corporation, at least
ten (10) days prior to the record date as of which holders of Common Stock shall
participate in such dividend, distribution or subscription or other rights or at
least ten (10) days prior to the effective date of the merger or consolidation.
Failure to give notice as required by this Section, or any defect therein, shall
not affect the legality or validity of any dividend, distribution or
subscription or other right.
(e) ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price in effect at
the time of the exercise of conversion rights hereunder as set forth in Section
7(a) shall be subject to adjustment from time to time as follows:
(i) ISSUANCE OF COMMON STOCK OR CONVERTIBLE SECURITIES. If at any
time after the date of issuance hereof the Corporation shall issue and sell any
shares of Common Stock, or grant or issue any warrants, rights or options
exercisable for the purchase of stock or other securities convertible into or
exchangeable for Common Stock (such convertible stock or securities being herein
collectively referred to as "Convertible Securities") other than: (i) shares
issued in a transaction described in Section 7(e)(ii); or (ii) shares issued,
subdivided or combined in transactions described in Section 7(b) (provided that
the Conversion Price shall have been previously adjusted pursuant thereto); for
a consideration per share which is less than the fair market value (as
determined in accordance with Section 7(e)(viii)) of the Common Stock on the
date of such issuance or sale then the Conversion Price in effect immediately
prior to such issuance or sale (the "Applicable Conversion Price") shall
simultaneously with such issuance or sale, be adjusted to equal a price
determined by multiplying the Applicable Conversion Price by a fraction, the
numerator of which shall be:
(A) the sum of: (x) the total number of shares of Common Stock
outstanding when the Applicable Conversion Price was established, plus
(y) the number of shares of Common Stock which the aggregate
consideration received for the issuance or sale of such additional
Common Stock as determined in accordance with Section 7(e)(iii), or
Convertible Securities deemed to be an issuance of Common Stock as
provided in Section 7(e)(iv), would purchase (including any
consideration received by the Corporation upon the issuance of any
shares of Common Stock since the date the Applicable Conversion Price
was established not previously included in any computation resulting
in an adjustment pursuant to this Section 7(e)(i) at the Applicable
Conversion Price in effect immediately prior to such issuance or sale;
and the denominator of which shall be
(B) the total number of shares of Common Stock outstanding (or deemed
to be outstanding as provided in subsection 7(e)(iv) hereof)
immediately after the issuance or sale of such additional shares;
PROVIDED, HOWEVER, that no such adjustment shall be made if the Applicable
Conversion Price thus obtained would be greater than the Applicable Conversion
Price immediately prior to such adjustment.
(ii) EXCLUSIONS. Anything in this Section 7(e) to the contrary
notwithstanding, no adjustment in the Conversion Price shall be made
in connection with:
(A) the grant, issuance or exercise of any Convertible Securities
pursuant to the Corporation's qualified or non-qualified Stock Option
Plans or any other bona fide employee benefit plan or incentive
arrangement, adopted or approved by the Corporation's Board of
Directors, as may be amended from time to time, or under any other
bona fide employee benefit plan hereafter adopted by the Corporation's
Board of Directors;
(B) the issuance of any shares of Common Stock pursuant to the grant
or exercise of Convertible Securities outstanding as of the date
hereof including, without limitation, the conversion of any Series C
Preferred Stock issued in the same placement of securities pursuant to
which the Series C Preferred Stock was issued by the Corporation,
whether or not outstanding on the date hereof;
(C) the issuance of any shares of Common Stock pursuant to the
exercise of warrants to purchase Common Stock issued in connection
with the Corporation's initial public offering of equity securities,
including any such warrants or options issued to the Underwriter; or
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(D) the issuance of any shares of Common Stock upon the conversion or
exchange of any notes, debentures or similar classes of debt
securities of the Corporation, whether or not by their terms such
securities were convertible or exchangeable at issuance.
(E) the issuance of any shares of any class of stock used for the
acquisition at fair market value of assets or stock of operating
companies.
(iii) COMPUTATIONS. For the purpose of Section 7(e)(i), the
following provisions shall be applicable:
(A) In case of the issuance or sale of additional shares of Common
Stock for cash, the consideration received by the Corporation therefor
shall be deemed to be the amount of cash received by the Corporation
for such shares, before deducting therefrom any commissions,
compensations or other expenses paid or incurred by the Corporation
for any underwriting of, or otherwise in connection with, the issuance
or sale of such shares.
(B) In the case of the issuance of Convertible Securities, the
consideration received by the Corporation therefor shall be deemed to
be the amount of cash, if any, received by the Corporation for the
issuance of such warrants, rights or options, plus the minimum amounts
of cash and fair value of other consideration, if any, payable to the
Corporation upon the exercise of such warrants, rights or options or
payable to the Corporation upon conversion of such Convertible
Securities.
(C) In the case of the issuance of shares of Common Stock or
Convertible Securities for a consideration in whole or in part, other
than cash, the consideration other than cash shall be deemed to be the
fair market value thereof as reasonably determined in good faith by
the Board of Directors of the Corporation (irrespective of the
accounting treatment thereof); PROVIDED, HOWEVER, that if such
consideration consists of the cancellation of debt issued by the
Corporation, the consideration shall be deemed to be the amount the
Corporation received upon issuance of such debt (gross proceeds) plus
accrued interest and, in the case of original issue discount or zero
coupon indebtedness, accreted value to the date of such cancellation,
but not including any premium or discount at which the debt may then
be trading or which might otherwise be appropriate for such class of
debt.
(D) In case of the issuance of additional shares of Common Stock upon
the exchange of any obligations (other than Convertible Securities),
the amount of the consideration received by the Corporation for such
Common Stock shall be deemed to be the consideration received by the
Corporation for such obligations or shares so exchanged, before
deducting from such consideration so received by the Corporation any
expenses or commissions or compensation incurred or paid by the
Corporation for any underwriting of, or otherwise in connection with,
the issuance or sale of such obligations or shares, plus any
consideration received by the Corporation in connection with such
exchange other than a payment in adjustment of interest and dividends.
If obligations or shares of the same class or series of a class as the
obligations or shares so exchanged have been originally issued for
different amounts of consideration, then the amount of consideration
received by the Corporation upon the original issuance of each of the
obligations or shares so converted or exchanged shall be deemed to be
the average amount of the consideration received by the Corporation
upon the original issuance of all such obligations or shares. The
amount of consideration received by the Corporation upon the original
issuance of the obligations or shares so exchanged and the amount of
the consideration, if any, other than such obligations or shares,
received by the Corporation upon such exchange shall be determined in
the same manner as provided in paragraphs (A) and (B) above with
respect to the consideration received by the Corporation in case of
the issuance of additional shares of Common Stock or Convertible
Securities.
(E) In the case of the issuance of additional shares of Common Stock
as a dividend, the aggregate number of shares of Common Stock issued
in payment of such dividend shall be deemed to have been issued at the
close of business on the record date fixed for the determination of
stockholders entitled to such dividend and shall be deemed to have
been issued without consideration; PROVIDED, HOWEVER, that if the
Corporation, after fixing such record date, shall legally abandon its
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plan to so issue Common Stock as a dividend, no adjustment of the
Applicable Conversion Price shall be required by reason of the fixing
of such record date.
(iv) DEEMED ISSUANCES OF COMMON STOCK. For purposes of the
adjustment provided for in Section 7(e)(i) above, if at any time the
Corporation shall issue any Convertible Securities, the Corporation
shall be deemed to have issued at the time of the issuance of such
Convertible Securities the maximum number of shares of Common Stock
issuable upon conversion of the total amount of such Convertible
Securities.
(v) READJUSTMENTS. On the expiration, cancellation or redemption
of any Convertible Securities, the Conversion Price then in effect
hereunder shall forthwith be readjusted to such Conversion Price as
would have been obtained (a) had the adjustments made upon the
issuance or sale of such expired, canceled or redeemed Convertible
Securities been made upon the basis of the issuance of only the number
of shares of Common Stock theretofore actually delivered upon the
exercise or conversion of such Convertible Securities (and the total
consideration received therefor) and (b) had all subsequent
adjustments been made on only the basis of the Conversion Price as
readjusted under this Section 7(e)(v) for all transactions (which
would have affected such adjusted Conversion Price) made after the
issuance or sale of such Convertible Securities.
(vi) DE MINIMIS ADJUSTMENTS. Anything in this Section 7(e) to the
contrary notwithstanding, no adjustment in the Conversion Price shall
be required unless such adjustment would require an increase or
decrease of at least 5% in such Conversion Price; PROVIDED, HOWEVER,
that any adjustments which by reason of this subsection 7(e)(vi) are
not required to be made shall be carried forward and taken into
account in making subsequent adjustments. All calculations under
Section 7(e) shall be made to the nearest cent.
(vii) NOTICE OF ADJUSTMENT. Upon any adjustment of the Conversion
Price, then and in each such case the Corporation shall promptly
deliver a notice to the registered holders of the shares of Series C
Preferred Stock, which notice shall state the Conversion Price
resulting from such adjustment, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
(viii) FAIR MARKET VALUE. For purposes of Sections 5 and 7(e),
the fair market value of the Common Stock on the date of any issuance
or sale as contemplated by such Sections (for purposes of this
subsection only, the "date of inquiry"), shall be the arithmetical
average of the following prices for such of the twenty (20) business
days immediately preceding the date of inquiry as shall be available:
(A) If the Common Stock is listed on a national securities exchange or
National Association of Securities Dealer's Automated Quotation System
("NASDAQ") National Market, the last sale price on such day or, if
there shall have been no sale on such day, the average of the closing
bid and asked prices on such exchange or National Market on such day;
or
(B) If (A) shall not apply but the Common Stock shall be included in
the NASDAQ SmallCap Market, the average of the closing bid and asked
prices on such day quoted by brokers and dealers making a market in
NASDAQ, furnished by any member of the New York Stock Exchange or NASD
selected by the Corporation for that purpose; or
(C) If (A) and (B) shall not apply but the Common Stock shall be
quoted on the NASD's OTC Bulletin Board or be quoted by three brokers
regularly making a market in such shares in the over-the-counter
market, the average of the closing bid and asked prices on such day,
furnished by any member of the New York Stock Exchange or NASD
selected by the Corporation for that purpose; or
(D) If none of (A), (B) or (C) shall apply, the fair market value of
the Common Stock shall be reasonably determined by the Board of
Directors of the Corporation in its sole discretion.
(f) MANDATORY CONVERSION. On the effective date of the Resale
Registration Statement (as defined in Section 5) (the "Mandatory Conversion
Date"), the shares of Series C Preferred Stock shall automatically be converted
into shares of Common Stock in accordance with the provisions of Section 7. At
such time, the Corporation shall send to each holder of record of Series C
Preferred Stock shares of Common Stock.
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8. COMMON SHARE EQUIVALENT VOTING RIGHTS.
In addition to the rights provided by Sections 151 and 212 of the Delaware
General Corporation Law and other applicable provisions of law; the Convertible
Preferred Shares shall, with respect to all actions including the election of
directors, be entitled to that number of votes, voting with the Common Shares as
a single class, that a like number of Common Shares into which the Convertible
Preferred Shares would be convertible on the record date fixed for the taking of
such action (the "Record Date") would be entitled to vote. For purposes of this
provision, each Convertible Preferred Share shall be deemed convertible into
Common Shares on a share for share basis whose formula is the Number of
Preferred Shares x $1,000 / $1.00x 36.8%.
9. NON-CONTRAVENTION. (a) The Corporation shall not participate in any
reorganization, sale or transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action for the purpose of
avoiding or seeking to avoid the observance or performance of any of the terms
to be observed or performed by the Corporation with respect to Convertible
Preferred Shares, but shall at all times in good faith use its best efforts, and
assist in carrying out all such action as may be reasonably necessary or
appropriate in order to protect the rights of the holders of Convertible
Preferred Shares.
(b) In addition to any other rights provided by law, so long as any
Series C Preferred Stock is outstanding, the Corporation shall not, without
first obtaining the affirmative vote or written consent of the holders of more
than fifty percent (50%) of the Series C Convertible Preferred Shares
outstanding (excluding treasury shares), voting as a separate class (i) increase
the number of authorized shares of Series C Preferred Stock, (ii) amend, alter
or repeal any of the preferences or rights of Series C Preferred Stock, (iii)
authorize any reclassification of the Series C Preferred Stock, or (iv) create
any class or series of shares ranking prior to the Series C Preferred Stock as
to dividends or upon liquidation or redemption.
IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the penalties of perjury
this 17th day of July, 2000.
JD AMERICAN WORKWEAR, INC.
By:
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David DeBaene, PRESIDENT
CORPORATE SEAL
ATTEST:
Norman DeBaene, Secretary
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STATE OF RHODE ISLAND }
} ss.:
KENT COUNTY }
On the day of _________, 1999, before me personally came David DeBaene, to
me known, who, being by me duly sworn, did depose and say that he resides at 60
Peters Lane, West Warwick, Rhode Island, 02893; that he is the President of JD
American Workwear, Inc., the corporation described in and which executed the
above certificate; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; and that the seal was affixed
to said instrument by direction of the board of directors of the corporation and
that he signed his name thereto by like order.
Notary Public
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CONVERSION NOTICE
TO: JD AMERICAN WORKWEAR, INC.
The undersigned holder of Series C 6% Mandatorily Convertible Preferred Stock
hereby irrevocably exercises the option to convert ______________ shares of
Series C 6% Mandatorily Convertible Preferred Stock into shares of Common Stock
of JD American Workwear, Inc., in accordance with the terms of the Certificate
of Designation, and directs that the shares of Common Stock issuable and
deliverable upon such conversion, together with a check (if applicable) in
payment for any fractional shares as provided in such Certificate of
Designation, be issued and delivered to the undersigned unless a different name
has been indicated below. If shares of Common Stock are to be issued in the name
of a person other than the undersigned holder of such Note, the undersigned will
pay all transfer taxes payable with respect thereto.
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Name and address of Holder
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Signature of Holder
Shares of Series A 10% Mandatorily Convertible
Preferred Stock converted:___________
If shares are to be issued otherwise then to the holder:
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Name of Transferee Address and SS# of Transferee
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