Attached files
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| EX-3.1 - GLOBAL FOOD TECHNOLOGIES, INC. | v168771_ex3-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 7, 2009
Global
Food Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-31385
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52-2257546
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
113 Court Street, Hanford, California
93230
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: 559-589-0100
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
December 7, 2009, pursuant to the approval of the Board of Directors of Global
Food Technologies, Inc. (the “Company”), the Company filed a Certificate of
Designation of Preferences and Rights with the Secretary of State of Delaware to
create a Series C Preferred Stock.
The
Series C Preferred Stock has a dividend equal to $0.36 per year per share, which
is cumulative and shall accrue if not declared and paid by the Company’s Board
of Directors. In the event of any Liquidation Event (as defined in
the Certificate of Designation), the holders of shares of Series C Preferred
Stock are entitled to receive, prior to any distribution to the holders of the
Common Stock, an amount per share equal to $4.50 per share, plus all unpaid,
accrued dividends.
The holders of the Series C Preferred
Stock have the right to vote on any matter submitted to a vote of the
stockholders of the
Company and are entitled
to vote that number of votes equal to the aggregate number of shares of Common
Stock issuable upon the conversion of such holders’ shares of Series C Preferred
Stock. The Series C Preferred Stock votes together as a single class with the
Common Stock on all matters that stockholders are entitled to vote on, except
where Delaware law specifically provides for separate voting rights for a series
of preferred stock.
The
initial conversion rate of the Series C Preferred Stock is one share of Common
Stock for each share of Series C Preferred Stock converted. Holders
of the Series C Preferred can convert into Common Stock at any
time. Automatic conversion into Common Stock occurs upon the earlier
of (i) five years from the date of issuance or (ii) the voluntary conversion of
at least 50% of the then-outstanding Series C Preferred Stock. The
Series C Preferred Stock conversion ratio is subject to proportional adjustment
for stock splits, stock combinations and the like.
The foregoing description of the
Certificate of Designation is only a summary, does not purport to be complete,
and is qualified in its entirety by reference to the Certificate of Designation,
which is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
3.1 Certificate
of Designation of Preferences and Rights – Preferred Stock Series C
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated: December
11, 2009
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GLOBAL
FOOD TECHNOLOGIES, INC.
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By:/s/ Marshall F.
Sparks
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Marshall
F. Sparks, Chief Financial Officer
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