Exhibit
4.01


 


CERTIFICATE OF
DESIGNATION OF THE PREFERRED STOCK

OF

INTRADO INC.

TO BE DESIGNATED

SERIES A PREFERRED STOCK


 


Intrado Inc., a Delaware corporation (the “Corporation”), pursuant to
authority conferred on the Board of Directors of the Corporation by the
Certificate of Incorporation and in accordance with the provisions of
Section 151 of the General Corporation Law of the State of Delaware,
certifies that the Board of Directors of the Corporation, at a meeting duly
called and held, at which a quorum was present and acting throughout, duly
adopted the following resolution:


 


RESOLVED:                               That, pursuant to the authority expressly
granted to and vested in the Board of Directors of the Corporation in
accordance with the provisions of its Certificate of Incorporation, a series of
Preferred Stock of the Corporation be and hereby is established, consisting of
13,656 shares, to be designated “Series A Preferred Stock”; that the Board
of Directors be and hereby is authorized to issue such shares of Series A
Preferred Stock from time to time and for such consideration and on such terms
as the Board of Directors shall determine; and that, subject to the limitations
provided by law and by the Certificate of Incorporation, the powers,
designations, preferences and relative, participating, optional or other
special rights of, and the qualifications, limitations or restrictions upon,
the Series A Preferred Stock shall be as follows:


 


1.               No
Dividends


 


The holders of shares of Series A Preferred Stock shall not be entitled
to receive dividends.


 


2.               Liquidation,
Dissolution or Winding Up


 


(a)          In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series A Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, before any payment shall be
made to the holders of Common Stock or any other class or series of stock
ranking on liquidation junior to the Series A Preferred Stock (such Common
Stock and other stock being collectively referred to as “Junior Stock”) by
reason of their ownership thereof, an amount equal to $1,000.00 per share
(subject to appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting such shares).  If upon any such liquidation, dissolution or
winding up of the Corporation the remaining assets of the Corporation available
for distribution to its stockholders shall be insufficient to pay the holders
of shares of Series A Preferred Stock the full amount to which they shall
be entitled, the holders of shares of Series A Preferred Stock and any
class or series of stock ranking on liquidation on a parity with the
Series A Preferred Stock shall share ratably in any distribution of the
remaining assets and funds of the Corporation in proportion to the respective
amounts which would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to such shares
were paid in full.


 


(b)         After
the payment of all preferential amounts required to be paid to the holders of
Series A Preferred Stock and any other class or series of stock of the
Corporation ranking on liquidation on a parity with the Series A Preferred
Stock, upon the dissolution, liquidation or winding up of the Corporation, the
holders of shares of Junior Stock then outstanding shall be entitled to receive
the remaining assets and funds of the Corporation available for distribution to
its stockholders.


 


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(c)          A
consolidation or merger of the Corporation with or into another corporation or
entity, or a sale of all or substantially all of the assets of the Corporation,
shall not be regarded as a liquidation, dissolution or winding up of the
Corporation within the meaning of this Section 2.


 


(d)         The
Corporation may not liquidate, dissolve or wind up if the assets of the
Corporation then available for distribution to its stockholders shall be
insufficient to pay the holders of shares of Series A Preferred Stock the
full amount to which they shall be entitled upon such liquidation, dissolution
or winding up under this Section 2, without the prior written approval of
the holders of a majority of the then-outstanding shares of Series A
Preferred Stock.


 


3.               Voting


 


(a)          Holders
of Series A Preferred Stock shall not be entitled to vote on any matter
except as provided by law or by the provisions of Subsection 3(b) below.


 


(b)         The
Corporation shall not amend, alter or repeal the preferences, special rights or
other powers of the Series A Preferred Stock so as to affect adversely the
Series A Preferred Stock, without the written consent or affirmative vote
of the holders of a majority of the then-outstanding shares of Series A
Preferred Stock, given in writing or by vote at a meeting, consenting or voting
(as the case may be) separately as a class. 
For this purpose, without limiting the generality of the foregoing, (i)
the authorization of any shares of capital stock with preference or priority
over the Series A Preferred Stock as to the right to receive amounts
distributable upon liquidation, dissolution or winding up of the Corporation
shall be deemed to affect adversely the Series A Preferred Stock, (ii) the
authorization of any shares of capital stock on a parity with Series A
Preferred Stock as to the right to receive amounts distributable upon
liquidation, dissolution or winding up of the Corporation shall not be deemed
to affect adversely the Series A Preferred Stock, and (iii) an increase or
decrease (but not below the number of shares then outstanding) in the number of
authorized shares of Series A Preferred Stock shall not be deemed to
affect adversely the Series A Preferred Stock


 


(c)          So
long as at least 1,000 shares of Series A Preferred Stock shall be
outstanding, the Corporation shall not, without first obtaining the affirmative
vote or written consent of the holders of not less than a majority of the
then-outstanding shares of Series A Preferred Stock:


 


(i)             pay
or declare any dividend or distribution on any shares of its capital stock
(except dividends payable solely in shares of Common Stock), or apply any of
its assets to the redemption, retirement, purchase or acquisition, directly or
indirectly, through subsidiaries or otherwise, of any shares of its capital
stock (other than repurchase of Common Stock at cost upon termination of
employment or service);


 


(ii)          sell,
lease or otherwise dispose of all or a substantially all of its assets or
properties; or


 


(iii)       voluntarily liquidate or dissolve.


 


4.               Redemption


 


(a)          Mandatory
Scheduled Redemption


 


(i)             The
Corporation will, subject to the conditions set forth below, on the thirtieth
day following the original issue date of shares of Series A Preferred Stock,
June 1, 2004 and June 1, 2005 (each such date being referred to hereinafter as
a “Mandatory Redemption Date”), redeem from the holders of Series A Preferred
Stock, at a price equal to $1,000.00 per share, subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or other similar
recapitalization affecting


 


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such shares (the
“Redemption Price”), the following aggregate numbers (subject to such
adjustment) of then-outstanding shares of Series A Preferred Stock.


 


	
  Mandatory Redemption Date

  	
   

  	
  Portion of Shares to be Redeemed

  
	
  The thirtieth day
  following the original issue date of shares of Series A Preferred Stock

  	
   

  	
  4,552 shares

  
	
   

  	
   

  	
   

  
	
  June 1, 2004

  	
   

  	
  4,552 shares

  
	
   

  	
   

  	
   

  
	
  June 1, 2005

  	
   

  	
  All then-outstanding
  shares

  



 


(b)         Mandatory
Redemption upon Public Offering


 


(i)             The
Corporation will, subject to the conditions set forth below, on a date (a
“Public Offering Redemption Date”) as soon as reasonably practicable following
consummation of an underwritten public offering by the Corporation (either by
itself or with selling stockholders) of shares of the Corporation’s common
stock (a “Public Offering”), redeem from the holders of Series A Preferred
Stock, at the Redemption Price, an aggregate number of shares of Series A
Preferred Stock equal to the quotient of (A) 25% of the amount of gross
proceeds to the Corporation (net of underwriting discounts and commission), if
any, from such Public Offering, divided by (B) the Redemption Price.


 


(ii)          If
a mandatory redemption is effected pursuant to this Section 4(b), the number of
shares of Series A Preferred Stock required to be redeemed at the next
Mandatory Redemption Date following such redemption shall be reduced by the
number of shares so redeemed (and at the next succeeding Mandatory Redemption
Date or Dates, to the extent the number of shares redeemed pursuant to this
Section 4(b) exceeds the number of shares required to be redeemed on the next
Mandatory Redemption Date or Dates).


 


(c)          Optional
Redemption


 


The Corporation may, at its option, in whole or in part, redeem shares
of Series A Preferred Stock at a price equal to the Redemption Price at any
time.  A date on which such a redemption
occurs shall be referred to herein as an “Optional Redemption Date.”


 


(d)         Redemption
Procedures


 


(i)             If
the Corporation shall redeem less than all of the then-outstanding shares of
Series A Preferred Stock on a Mandatory Redemption Date, Public Offering
Redemption Date or Optional Redemption Date (each a “Redemption Date”) pursuant
to Section 4(a), (b) or (c) above, the Corporation shall redeem shares from
each holder of Series A Preferred Stock based on such holder’s pro rata portion
(based on the total number of shares of Series A Preferred Stock held by such
holder), as of such Redemption Date, of the aggregate number of the shares of
Series A Preferred Stock being redeemed.


 


(ii)          The
Corporation shall provide notice of each redemption pursuant to Section 4(a),
(b) or (c) above, specifying the time, manner and place of redemption and the
Redemption Price (a “Redemption Notice”), by first class or registered mail,
postage prepaid, to each holder of record of Series A Preferred Stock at the
address for such holder last shown on the records of the transfer agent
therefor (or the records of the Corporation, if it serves as its own transfer
agent), not less than 45 days prior to the applicable Redemption Date.  Except as provided in Section 4(d)(iii)
below, each holder shall surrender to the Corporation on the applicable
Redemption Date the certificate or certificates representing the shares to be
redeemed on such date, in the manner and at the place designated in the


 


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Redemption Notice.  Thereupon, the Redemption Price shall be
paid to the order of each such holder and each certificate surrendered for
redemption shall be canceled.  In the
event less than all the shares of Series A Preferred Stock represented by a
certificate are redeemed, a new certificate representing the unredeemed shares
of Series A Preferred Stock shall be issued forthwith.


 


(iii)       If the funds of the Corporation legally
available for redemption of Series A Preferred Stock on any Mandatory
Redemption Date or Public Offering Redemption Date are insufficient to redeem
the number of shares of Series A Preferred Stock required under Section 4(a) or
4(b), as the case may be, to be redeemed on such date, those funds that are
legally available will be used to redeem the maximum possible number of such
shares of Series A Preferred Stock ratably on the basis of the number of shares
of Series A Preferred Stock that would be redeemed on such date if the funds of
the Corporation legally available therefor had been sufficient to redeem all
shares of Series A Preferred Stock required to be redeemed on such date.  At any time thereafter when additional funds
of the Corporation become legally available for the redemption of Series A
Preferred Stock, such funds will be used, at the end of the next succeeding
fiscal quarter, to redeem the balance of the shares which the Corporation was
theretofore obligated to redeem, ratably on the basis set forth in the
preceding sentence.


 


(iv)      
Unless there shall have been a failure to pay the Redemption Price, on the
Redemption Date all rights of the holder of each share redeemed on such date as
a stockholder of the Corporation by reason of the ownership of such share will
cease, except the right to receive the Redemption Price of such share, without interest,
upon presentation and surrender of the certificate representing such share, and
such share will not from and after such Redemption Date be deemed to be
outstanding.


(v)         Any
Series A Preferred Stock redeemed pursuant to this Section 4 will be canceled
and will not under any circumstances be reissued, sold or transferred and the
Corporation may from time to time take such appropriate action as may be
necessary to reduce the authorized Series A Preferred Stock accordingly.


 


5.               Waiver


 


Any of the rights of the holders of Series A Preferred Stock set forth
herein may be waived by the affirmative consent or vote of the holders of a
majority of the shares of Series A Preferred Stock then outstanding.


 


IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be signed by its Secretary this 16th day of July, 2003.


 


	
   

  	
  INTRADO INC.,

  
	
   

  	
  a Delaware
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig W.
  Donaldson

  
	
   

  	
  Secretary

  



 


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