INFRAX SYSTEMS, INC. FILES (8-K) Disclosing Other Events
(Edgar Glimpses Via Acquire Media NewsEdge) Item 8.01. Other Events
Infrax Systems, Inc., a global provider of unified Smart Grid-related products
and services for the Energy and Utility industries, announced today the
The board of directors of Infrax Systems has approved a special class Series B2
Convertible Preferred Stock as dividend to its shareholders to honor and reward
their investment in the Company. The approved Convertible Preferred Stock will
have the following designations:
2) Possible Yearly Dividend,
3) Registration Rights,
4) and other rights associated with Preferred Shares (please see below).
The number of Preferred Shares as dividend will depend on your amount of
investment and will be based on a Record Date. The Record Date and the process
of the distribution of the dividend will be provided through a PR shortly.
Series B2 Convertible Preferred Stock will have the following designations;
The holders of Series B-2 Preferred Stock shall be entitled to receive dividends
when, as and if declared by the Board of Directors, in its sole discretion.
1.3. LIQUIDATION RIGHTS.
Upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, before any distribution or payment shall be made to
the holders of any stock ranking junior to the Series B-2 Preferred Stock, the
holders of the Series B-2 Preferred Stock shall be entitled to be paid out of
the assets of the Corporation an amount equal to $1.00 per share or, in the
event of an aggregate subscription by a single subscriber for Series B-2
Preferred Stock in excess of $100,000, $0.997 per share (as adjusted for any
stock dividends, combinations, splits, recapitalizations and the like with
respect to such shares) (the "Preference Value"), plus all declared but unpaid
dividends, for each share of Series B-2 Preferred Stock held by them. After the
payment of the full applicable Preference Value of each share of the Series B-2
Preferred Stock as set forth herein, the remaining assets of the Corporation
legally available for distribution, if any, shall be distributed ratably to the
holders of the Corporation's Common Stock.
1.4. CONVERSION AND ANTI-DILUTION.
(a) Each share of Series B-2 Preferred Stock shall be convertible at par value
$0.001 per share (the "Series B-2 Preferred"), at any time, and/or from time to
time, into the number of shares of the Corporation's common stock, par value
$0.001 per share (the "Common Stock") equal to the price of the Series B-2
Preferred Stock as stated in 2.6 of the Bylaws, divided by the par value of the
Series B-2 Preferred, subject to adjustment as may be determined by the Board of
Directors from time to time (the "Conversion Rate"). For example, assuming a $50
price per share of Series B-2 Preferred Stock, and a par value of $0.001 per
share for Series B-2 Preferred each share of Series B-2 Preferred Stock would be
convertible into 50,000 shares of Common Stock. Such conversion shall be deemed
to be effective on the business day (the "Conversion Date") following the
receipt by the Corporation of written notice from the holder of the Series B-2
Preferred Stock of the holder's intention to convert the shares of Series B-2
Stock, together with the holder's stock certificate or certificates evidencing
the Series B-2 Preferred Stock to be converted.
(b) Promptly after the Conversion Date, the Corporation shall issue and deliver
to such holder a certificate or certificates for the number of full shares of
Common Stock issuable to the holder pursuant to the holder's conversion of
Series B-2 Preferred Shares in accordance with the provisions of this Section.
The stock certificate(s) evidencing the Common Stock shall be issued with a
restrictive legend indicating that it was issued in a transaction exempt from
registration under the Securities Act of 1933, as amended (the "Securities
Act"), and that it cannot be transferred unless it is so registered, or an
exemption from registration is available, in the opinion of counsel to the
Corporation. The Common Stock shall be issued in the same name as the person who
is the holder of the Series B-2 Preferred Stock unless, in the opinion of
counsel to the Corporation, such transfer can be made in compliance with
applicable securities laws. The person in whose name the certificate(s) of
Common Stock are so registered shall be treated as a holder of shares of Common
Stock of the Corporation on the date the Common Stock certificate(s) are so
All shares of Common Stock delivered upon conversion of the Series B-2 Preferred
Shares as provided herein shall be duly and validly issued and fully paid and
non-assessable. Effective as of the Conversion Date, such converted Series B-2
Preferred Shares shall no longer be deemed to be outstanding and all rights of
the holder with respect to such shares shall immediately terminate except the
right to receive the shares of Common Stock issuable upon such conversion.
(c) The Corporation covenants that, within 30 days of receipt of a conversion
notice from any holder of shares of Series B-2 Preferred Stock wherein which
such conversion would create more shares of Common Stock than are authorized,
the Corporation will increase the authorized number of shares of Common Stock
sufficient to satisfy such holder of shares of Series B-2 submitting such
(d) Shares of Series B-2 Preferred Stock are anti-dilutive to reverse splits,
and therefore in the case of a reverse split, are convertible to the number of
Common Shares after the reverse split as would have been equal to the ratio
established in Section 2.4(a) prior to the reverse split. The conversion rate of
shares of Series B-2 Preferred Stock, however, would increase proportionately in
the case of forward splits, and may not be diluted by a reverse split following
a forward split.
1.5 VOTING RIGHTS.
Each share of Series B-2 Preferred Stock shall have one vote for any election or
other vote placed before the shareholders of the Company.
(a) The initial price of each share of Series B-2 Preferred Stock shall be $50.
(b) The price of each share of Series B-2 Preferred Stock may be changed either
through a majority vote of the Board of Directors through a resolution at a
meeting of the Board, or through a resolution passed at an Action Without
Meeting of the unanimous Board, until such time as a listed secondary and/or
listed public market develops for the shares.
1.7 LOCK-UP RESTRICTIONS ON CONVERSION.
Shares of Series B-2 Preferred Stock may not be converted into shares of Common
Stock for a period of: a) six (6) months after purchase, if the Company
voluntarily or involuntarily files public reports pursuant to Section 12 or 15
of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company
does not file such public reports.
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