Sorry.....I was just trying to help you answer your question but I needed to understand it first. I still don't.
Do I recall correctly, that the series A will be 'blank check' shares, in re: rights/conversion?
The voting rights, dividend rights, liquidation preferences, conversion rights and perceptive rights (whatever that means) were determined years ago, so "will be" didn't make any sense to me.
Your question moved me to look up "blank check preferred shares". Apparently it describes preferred shares the rights and preferences of which can be determined by the Board of Directors without the approval of common shareholders. It's a very powerful tool and it was created here in 2009:
On March 18, 2009, our Board of Directors, approved an amendment to the Company’s Amended and Restated Articles of Incorporation which will authorize the creation of a class of Twenty Million (20,000,000) shares of blank check preferred stock (the “Charter Amendment”). The Charter Amendment was approved by written consent of the shareholders holding approximately 58% of our outstanding Common Stock (the “Majority Shareholders”).
The Company didn't have to ask for a vote of ALL shareholders to create the blank check preferred because it was able to muster 58% of the voting shares without doing so****.
Guess who got the first 7,000,000 Preferred A shares in February of 2010 (AD, ES and JT got the next batch a month later)? Even though it was a year after the Series was created I suspect that it was created with just such a transaction in mind.
It's interesting that they bring this up now:
In accordance with our Articles of Incorporation and the Nevada Revised Statutes, any of our unissued shares of Preferred Stock are “blank check” Preferred Stock which shall have such voting rights, dividend rights, liquidation preferences, conversion rights and perceptive rights as may be determined by the Company’s Board of Directors. It could be just boilerplate for the DEF 14C....or maybe they are thinking about creating a new series of Preferred. Never know what these kooks are up to.
Now u made ME work too hard.....I needed it (the gray matter is on the wane).
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****Note to HtoF: It seems obvious that at THAT point at least (March 2009), AD had at least voting support if not actual control. |
