Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On August 25, 2014
, Janel World Trade, Ltd.
(the "Company") filed with the
Secretary of State a Certificate of Designation for 350,000 shares of
Series C Cumulative Preferred Stock, par value $0.001
per share ("Series C
Preferred Stock"). The Series C Preferred Stock was designated by the Company's
Board of Directors as authorized by the Company's Articles of Incorporation.
Holders of Series C Preferred Stock ("Series C Holders") do not have the right
to vote on actions taken by stockholders of the Company, except that the vote of
the holders of a majority of the then-outstanding Series C Preferred Stock is
required (a) to adopt amendments to the Company's Amended and Restated Articles
of Incorporation or bylaws which amendments would adversely affect the Series C
Preferred Stock or (b) to effect a liquidation, dissolution or winding up of the
Company. Series C Holders are entitled to receive annual dividends at a rate of
8.25% per annum of the original Series C Preferred Stock issuance price, or
per share subject to adjustment upon certain events (the "Original
Issuance Price"), when, as and if declared by the Company's Board of Directors,
such rate to increase by 2% annually beginning on the third anniversary of
issuance of such Series C Preferred Stock to a maximum rate of 14.25%. In the
event of liquidation, Series C Holders shall be paid an amount equal to the
Original Issuance Price, plus any accrued but unpaid dividends thereon. Shares
of Series C Preferred Stock may be redeemed (1) by the Company at any time upon
notice and payment of the Original Issuance Price, plus any accrued but unpaid
dividends thereon ("Redemption Price") or (2) by the Series C Holders at their
option beginning on the fourth anniversary of the issuance of the Series C
Preferred Stock for an amount equal to the Redemption Price.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
3.1 Certificate of Designation pursuant to NRS 78.1955 for Series C
Cumulative Preferred Stock.