Exhibit 4.1


 


CERTIFICATE OF DESIGNATION

OF THE VOTING POWERS, DESIGNATION,

PREFERENCES AND RELATIVE, PARTICIPATING,

OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,

LIMITATIONS AND RESTRICTIONS OF THE

SERIES A PREFERRED STOCK


 


Pursuant to Section 78.390 of the

General Corporation Law of

the State of Nevada


 


I, Stephen D.
Rubin, President and Chief Executive Officer of VITA FOOD PRODUCTS, INC., a
corporation organized and existing under the General Corporation Law of the
State of Nevada (the “Corporation”), DO HEREBY CERTIFY:


 


That, pursuant
to authority conferred upon the Board of Directors of the Corporation by its
Articles of Incorporation (the “Articles”), and, pursuant to the
provisions of Section 78.390 of the General Corporation Law of the State
of Nevada, said Board of Directors, at a duly called meeting, at which a quorum
was present and acted throughout, adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof, creating a
series of shares of Preferred Stock having a par value of $0.01 per share,
designated as Series A Preferred Stock (the “Series A Preferred
Stock”), out of the class of 1,000,000 shares of preferred stock, par value
of $0.01 per share (the “Preferred Stock”):


 


RESOLVED, that
pursuant to the authority vested in the Board of Directors in accordance with
the provisions of the Articles, the Board of Directors does hereby create,
authorize and provide for the issuance of the Series A Preferred Stock
having the voting powers, designation, relative, participating, optional and
other special rights, preferences, and qualifications, limitations and
restrictions thereof that are set forth as follows:


 


Section 1.   Designation and Amount.  The shares of such series shall be designated
as “Series A Preferred Stock” and the number of shares constituting such
series shall be 4,000.


 


Section 2.   Dividends and Distributions.  (A)  Subject to the prior and superior
rights of the holders of any shares of any other series of Preferred Stock or
any other shares of preferred stock of the Corporation ranking prior and
superior to the shares of Series A Preferred Stock with respect to
dividends, each holder of one one-thousandth (1/1,000) of a share (a “Unit”)
of Series A Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for that
purpose, (i) quarterly dividends payable in cash on the last day of March,
June, September and December in each year (each such date being a “Quarterly
Dividend Payment Date”), commencing on the first Quarterly Dividend Payment
Date after the first issuance of such Unit of Series A Preferred Stock, in
an amount per Unit (rounded to the nearest cent) equal to the greater of (a) $.01
or (b) subject to the provision 


 





















 


for adjustment hereinafter set forth, the
aggregate per share amount of all cash dividends declared on shares of the
Common Stock since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of a Unit of Series A Preferred Stock, and (ii) subject to
the provision for adjustment hereinafter set forth, quarterly distributions
(payable in kind) on each Quarterly Dividend Payment Date in an amount per Unit
equal to the aggregate per share amount of all non-cash dividends or other
distributions (other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock, by reclassification or
otherwise) declared on shares of Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or with respect to the first Quarterly
Dividend Payment Date, since the first issuance of a Unit of Series A
Preferred Stock.  In the event that the
Corporation shall at any time after November 25, 2005 (the “Rights
Declaration Date”) (i) declare any dividend on outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide outstanding
shares of Common Stock or (iii) combine outstanding shares of Common Stock
into a smaller number of shares, then in each such case the amount to which the
holder of a Unit of Series A Preferred Stock was entitled immediately
prior to such event pursuant to the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which shall be the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which shall be the number of shares of Common
Stock that were outstanding immediately prior to such event.


 


(B)                                The Corporation shall
declare a dividend or distribution on Units of Series A Preferred Stock as
provided in paragraph (A) above immediately after it declares a dividend
or distribution on the shares of Common Stock (other than a dividend payable in
shares of Common Stock); provided, however, that, in the event no
dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $.01 per Unit on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.


 


(C)                                Dividends shall begin
to accrue and shall be cumulative on each outstanding Unit of Series A
Preferred Stock from the Quarterly Dividend Payment Date next preceding the
date of issuance of such Unit of Series A Preferred Stock, unless the date
of issuance of such Unit is prior to the record date for the first Quarterly
Dividend Payment Date, in which case, dividends on such Unit shall begin to
accrue from the date of issuance of such Unit, or unless the date of issuance
is a Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of Units of Series A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not bear interest.  Dividends paid on Units of Series A
Preferred Stock in an amount less than the aggregate amount of all such
dividends at the time accrued and payable on such Units shall be allocated pro
rata on a Unit-by-Unit basis among all Units of Series A Preferred Stock
at the time outstanding.  The Board of
Directors may fix a record date for the determination of holders of Units of Series A
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.


 


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Section 3.   Voting Rights.  The holders of Units of Series A
Preferred Stock shall have the following voting rights:


 


(A)                              Subject to the provision
for adjustment hereinafter set forth, each Unit of Series A Preferred
Stock shall entitle the holder thereof to one vote on all matters submitted to
a vote of the stockholders of the Corporation. 
In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares
of Common Stock or (iii) combine the outstanding shares of Common Stock
into a smaller number of shares, then in each such case the number of votes per
Unit to which holders of Units of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction the numerator of which shall be the number of shares of Common Stock
outstanding immediately after such event and the denominator of which shall be
the number of shares of Common Stock that were outstanding immediately prior to
such event.


 


(B)                                Except as otherwise
provided herein or by law, the holders of Units of Series A Preferred
Stock and the holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of stockholders of the Corporation.


 


(C)                                (i)  If, at any
time, dividends on any Units of Series A Preferred Stock shall be in
arrears in an amount equal to six quarterly dividends thereon, then during the
period (a “default period”) from the occurrence of such event until such
time as all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all Units of Series A
Preferred Stock then outstanding shall have been declared and paid or set apart
for payment, all holders of Units of Series A Preferred Stock, voting
separately as a class, shall have the right to elect two Directors.


 


(ii)                                  During any default
period, such voting rights of the holders of Units of Series A Preferred
Stock may be exercised initially at a special meeting called pursuant to
subparagraph (iii) of this Section 3(C) or at any annual meeting
of stockholders, and thereafter at annual meetings of stockholders, provided
that neither such voting rights nor any right of the holders of Units of Series A
Preferred Stock to increase, in certain cases, the authorized number of
Directors may be exercised at any meeting unless one-third of the outstanding
Units of Preferred Stock shall be present at such meeting in person or by
proxy.  The absence of a quorum of the
holders of Common Stock shall not affect the exercise by the holders of Units
of Series A Preferred Stock of such rights.  At any meeting at which the holders of Units
of Series A Preferred Stock shall exercise such voting rights initially
during an existing default period, they shall have the right, voting separately
as a class, to elect Directors to fill up to two vacancies in the Board of
Directors, if any such vacancies may then exist, or, if such right is exercised
at an annual meeting, to elect two Directors. 
If the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Series A Preferred Stock
shall have the right to make such increase in the number of Directors as shall
be necessary to permit the election by them of the required number.  After the holders of Units of Series A
Preferred Stock shall have exercised their right to elect Directors during any
default period, the number of Directors shall not be increased or decreased
except as approved by a vote of the holders of Units of Series A Preferred
Stock as herein provided or pursuant to the rights of any equity securities
ranking senior to the Series A Preferred Stock.


 


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(iii)                               Unless the holders of Series A
Preferred Stock shall, during an existing default period, have previously
exercised their right to elect Directors, the Board of Directors may order, or
any stockholder or stockholders owning in the aggregate not less than 25% of
the total number of the Units of Series A Preferred Stock outstanding may
request, the calling of a special meeting of the holders of Units of Series A
Preferred Stock, which meeting shall thereupon be called by the Secretary of
the Corporation.  Notice of such meeting
and of any annual meeting at which holders of Units of Series A Preferred
Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be
given to each holder of record of Units of Series A Preferred Stock by
mailing a copy of such notice to him at his last address as the same appears on
the books of the Corporation.  Such
meeting shall be called for a time not earlier than 20 days and not later than
60 days after such order or request, or, in default of the calling of such
meeting within 60 days after such order or request, such meeting may be called
on similar notice by any stockholder or stockholders owning in the aggregate
not less than 25% of the total number of outstanding Units of Series A
Preferred Stock.  Notwithstanding the
provisions of this paragraph (C)(iii), no such special meeting shall be called
during the 60 days immediately preceding the date fixed for the next annual
meeting of the stockholders.


 


(iv)                              During any default
period, the holders of shares of Common Stock and Units of Series A
Preferred Stock, and other classes or series of stock of the Corporation, if
applicable, shall continue to be entitled to elect all the Directors until
holders of the Units of Series A Preferred Stock shall have exercised
their right to elect two Directors voting as a separate class, after the exercise
of which right (x) the Directors so elected by the holders of Units of Series A
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in paragraph (C)(ii) of
this Section 3) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class of capital stock that elected
the Director whose office shall have become vacant.  References in this paragraph (C) to
Directors elected by the holders of a particular class of capital stock shall
include Directors elected by such Directors to fill vacancies as provided in
clause (y) of the foregoing sentence.


 


(v)                                 Immediately upon the
expiration of a default period, (x) the right of the holders of Units of Series A
Preferred Stock as a separate class to elect Directors shall cease,
(y) the term of any Directors elected by the holders of Units of Series A
Preferred Stock as a separate class shall terminate, and (z) the number of
Directors shall be such number as may be provided for in the Articles or
by-laws irrespective of any increase made pursuant to the provisions of
paragraph (C)(ii) of this Section 3 (such number being subject,
however, to change thereafter in any manner provided by law or in the Articles
or by-laws).  Any vacancies in the Board
of Directors effected by the provisions of clauses (y) and (z) in the preceding
sentence may be filled by a majority of the remaining Directors.


 


(vi)                              The provisions of this
paragraph (C) shall govern the election of Directors by holders of Units
of Preferred Stock during any default period notwithstanding any provisions of
the Articles to the contrary.


 


(D)                               Except as set forth
herein, holders of Units of Series A Preferred Stock shall have no special
voting rights and their consents shall not be required (except to the extent 


 


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they are entitled to vote with holders of shares of Common Stock as set
forth herein) for taking any corporate action.


 


Section 4.   Certain Restrictions.  (A)  Whenever quarterly dividends or
other dividends or distributions payable on Units of Series A Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on
outstanding Units of Series A Preferred Stock shall have been paid in
full, the Corporation shall not:


 


(i)                                     declare or pay
dividends on, make any other distributions on, or redeem or purchase or
otherwise acquire for consideration, any shares of junior stock;


 


(ii)                                  declare or pay
dividends on or make any other distributions on any shares of parity stock,
except dividends paid ratably on Units of Series A Preferred Stock and
shares of all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of such Units and all such
shares are then entitled;


 


(iii)                               redeem or purchase or
otherwise acquire for consideration shares of any parity stock; provided,
however, that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in exchange for shares of any
junior stock; or


 


(iv)                              purchase or otherwise acquire
for consideration any Units of Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such Units.


 


(B)                                The Corporation shall
not permit any subsidiary of the Corporation to purchase or otherwise acquire
for consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.


 


Section 5.   Reacquired Shares.  Any Units of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All such Units shall, upon their
cancellation, become authorized but unissued Units of Preferred Stock and may
be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.


 


Section 6.   Liquidation, Dissolution or Winding Up.  (A)  Upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (i) to the holders of shares of junior stock unless the
holders of Units of Series A Preferred Stock shall have received, subject
to adjustment as hereinafter provided in paragraph (B), the greater of either (a) $.01
per Unit plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not earned or declared, to the date of such payment, or (b) the
amount equal to the aggregate per share amount to be distributed to holders of
shares of Common Stock, or (ii) to the holders of shares of parity stock,
unless simultaneously therewith distributions are made ratably on Units of Series A
Preferred Stock and all other shares of such parity stock in proportion to the
total amounts to which the holders of Units of Series A Preferred 


 


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Stock are entitled under clause (i)(a) of
this sentence and to which the holders of shares of such parity stock are
entitled, in each case upon such liquidation, dissolution or winding up.


 


(B)                                In the event the
Corporation shall, at any time after the Rights Declaration Date, (i) declare
any dividend on outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine
outstanding shares of Common Stock into a smaller number of shares, then in
each such case the aggregate amount to which holders of Units of Series A
Preferred Stock were entitled immediately prior to such event pursuant to
clause (i)(b) of paragraph (A) of this Section 6 shall be
adjusted by multiplying such amount by a fraction the numerator of which shall
be the number of shares of Common Stock that are outstanding immediately after
such event and the denominator of which shall be the number of shares of Common
Stock that were outstanding immediately prior to such event.


 


Section 7.   Consolidation, Merger, etc.  In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or converted into other stock or securities,
cash and/or any other property, then in any such case Units of Series A
Preferred Stock shall at the same time be similarly exchanged for or converted
into an amount per Unit (subject to the provision for adjustment hereinafter
set forth) equal to the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is converted or exchanged.  In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide
outstanding shares of Common Stock, or (iii) combine outstanding Common
Stock into a smaller number of shares, then in each such case the amount set forth
in the immediately preceding sentence with respect to the exchange or
conversion of Units of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which shall be the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which shall be the number of shares of Common
Stock that were outstanding immediately prior to such event.


 


Section 8.   Redemption.  The Units of Series A Preferred Stock
shall not be redeemable.


 


Section 9.   Ranking.  The Units of Series A Preferred Stock
shall rank junior to all other series of the Preferred Stock and to any other
class of preferred stock that hereafter may be issued by the Corporation as to
the payment of dividends and the distribution of assets, unless the terms of
any such series or class shall provide otherwise.


 


Section 10.   Amendment.  Prior to the issuance of any Series A
Preferred Stock, the Articles may be amended by the Board of Directors of the
Corporation.  After the issuance of any Series A
Preferred Stock, the Articles, including, without limitation, this resolution,
shall not hereafter be amended, either directly or indirectly, or through
merger or consolidation with any other corporation or corporations in any
manner that would alter or change the powers, preferences or special rights of
the Series A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding Units
of Series A Preferred Stock, voting separately as a class.


 


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Section 11.   Fractional Shares.  The Series A Preferred Stock may be
issued in Units or other fractions of a share, which Units or fractions shall
entitle the holder, in proportion to such holder’s fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Preferred
Stock.


 


Section 12.   Certain Definitions.  As used herein with respect to the Series A
Preferred Stock, the following terms shall have the following meanings:


 


(A)                              The term “Common Stock”
shall mean the class of stock designated as the common stock, par value $0.01
per share, of the Corporation at the date hereof or any other class of stock
resulting from successive changes or reclassification of such common stock.


 


(B)                                The term “junior
stock” (i) as used in Section 4, shall mean the Common Stock and
any other class or series of capital stock of the Corporation hereafter
authorized or issued over which the Series A Preferred Stock has
preference or priority as to the payment of dividends and (ii) as used in Section 6,
shall mean the Common Stock and any other class or series of capital stock of
the Corporation over which the Series A Preferred Stock has preference or
priority in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation.


 


(C)                                The term “parity
stock” (i) as used in Section 4, shall mean any class or series of
stock of the Corporation hereafter authorized or issued ranking pari  passu
with the Series A Preferred Stock as to the payment of dividends and (ii) as
used in Section 6, shall mean any class or series of capital stock
hereafter authorized or issued ranking pari  passu with the Series A
Preferred Stock in the distribution of assets on any liquidation, dissolution
or winding up of the Corporation.


 


IN WITNESS
WHEREOF, Vita Food Products, Inc. has caused this Certificate to be signed
by its Chairman and Chief Executive Officer and attested by its Secretary as of
this 10th day of November, 2005.


 


	
   

  	
  VITA FOOD PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Stephen D.
  Rubin

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  
				



 


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