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JANEL WORLD TRADE LTD FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

August 29, 2014



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.



On August 25, 2014, Janel World Trade, Ltd. (the "Company") filed with the Nevada 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 $10.00 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.

(d) 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.


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Source: Edgar Glimpses


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