-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BS7c8ujnrcxs7zTxjXpRreLzebVlkUtP7EvZ16SondRGuzf6jR/qQxtbFIWAra+q 2mAKbFH/OkPQeflqXNgOnw== 0001116502-03-000966.txt : 20030527 0001116502-03-000966.hdr.sgml : 20030526 20030527163324 ACCESSION NUMBER: 0001116502-03-000966 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030513 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES INC CENTRAL INDEX KEY: 0001096050 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 470811483 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27637 FILM NUMBER: 03720108 BUSINESS ADDRESS: STREET 1: 501 BRICKELL KEY DRIVE STREET 2: SUITE 603 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3053742036 MAIL ADDRESS: STREET 1: 501 BRICKELL KEY DRIVE STREET 2: SUITE 603 CITY: MIAMI STATE: FL ZIP: 33131 8-K 1 globalent-8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 13, 2003 ------------- GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. -------------------------------------------- (Exact name of registrant as specified in its charter) Colorado -------- (State or other jurisdiction of incorporation) 0-27637 47-0811483 ------- ---------- (Commission File Number) (IRS Employer Identification No.) 501 Brickell Key Drive, Suite 603, Miami, FL 33131 -------------------------------------------------- (Address of principal executive offices) (Zip Code) 305-374-2036 ------------ (Registrant's telephone Number, including area code) Item 5. Other Events. On May 13, 2003, the Board of Directors of Global Entertainment Holdings/Equities, Inc. (the "Corporation") adopted by resolution a Certificate of Designation for Series A Preferred Stock pursuant to sections 7-106-102 and 7-110-102 of the Colorado Business Corporation Act. Additionally, the Board granted the Company's chief executive officer and Director, preferred share purchase rights by amendment to an employment agreement dated January 1, 2002. Pertinent documents are attached hereto as exhibits. The Company has not attached a copy of the employment agreement dated January 1, 2002, as such document is to be revised and will be filed at a later date. Item 7. Financial Statements and Exhibits. (c) 1.1 Certificate of Designation, Series A Preferred Stock of Global Entertainment Holdings/Equities, Inc. 1.2 Resolution of the Board of Directors of Global Entertainment Holdings/Equities, Inc. 1.3 Amendment to Employment Agreement between Global Entertainment Holdings/Equities, Inc. and Bryan Abboud. 2 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. Dated this 27th day of May, 2003. Global Entertainment Holdings/Equities, Inc. By: /S/ Clinton H. Snyder ------------------------------------- Clinton H. Snyder, Chief Financial Officer 3 EX-1.1 3 certificateofdesignation.txt CERTIFICATE OF DESIGNATION EXHIBIT 1.1 CERTIFICATE OF DESIGNATION CERTIFICATE OF DESIGNATION, NUMBER, POWERS PREFERENCES AND RELATIVE, PARTICIPATING OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES A PREFERRED STOCK OF GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. It is hereby certified that: 1. The name of the corporation (hereinafter called the "Corporation") is Global Entertainment Holdings/Equities, Inc. 2. The articles of incorporation of the Corporation authorizes the issuance of Twenty-Five Million (25,000,000) shares of Preferred Stock with a par value of $0.001 and expressly vests in the Board of Directors of the Corporation the authority provided therein to issue any of said shares in one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative participating, optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics of each series to be issued. 3. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series A issue of Preferred Stock: RESOLVED, that One Million Five Hundred Thousand (1,500,000) shares of the Preferred Stock are authorized to be issued by this Corporation pursuant to its Articles of Incorporation, and that there be and hereby is authorized and created a series of preferred stock, hereby designated as the Series A Preferred Stock, which shall have the voting powers, designations, preferences and relative participating, optional or other rights, if any, or the qualifications, limitations, or restrictions, set forth in such Articles of Incorporation and in addition thereto, the following: (a) DESIGNATION. The Preferred Stock subject hereof shall be designated Series A Preferred Stock ("Series A Preferred"). The Series A Preferred shall be issued upon the proper exercise of a preferred stock purchase right ("Preferred Stock Purchase Right") granted by the Corporation, which such exercise shall be accompanied by the appropriate exercise price for such Preferred Stock Purchase Right. The exercise price shall be determined by the Corporation's board of directors. (b) DIVIDENDS. The annual rate of dividends payable on shares of Series A Preferred shall be twelve percent (12%) of the closing trading price of the Corporation's common stock on the date of the Corporation's declaration of the Preferred Stock Purchase Right, subject to customary anti-dilution adjustments, payable quarterly on March 31, June 30, September 30 and December 31 of each year. The dividends payable upon the shares of Series A Preferred shall be cumulative. (c) CONVERSION. Each share of outstanding Series A Preferred shall be convertible, at the holder's option, into one (1) share of the common stock of the Corporation ("Common Stock"). (d) REDEMPTION. Each share of outstanding Series A Preferred shall be redeemable by the Corporation, at its option and with the approval of the Board of Directors, within the two (2) year period following issuance of the Series A Preferred Stock, at a redemption price equal to one hundred percent (100%) of the closing trading price of the Corporation's common stock on the date of the Corporation's declaration of the Preferred Stock Purchase Right, subject to customary anti-dilution adjustments (the "Redemption Price"). At any time, the holder may compel the Corporation to redeem the Series A Preferred at the Redemption Price. (e) SINKING FUND. No provision shall be made for any sinking fund. (f) LIQUIDATION RIGHTS. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series A Preferred shall be entitled to receive $0.001 per share before the holders of Common Stock or any other junior securities receive any amount as a result of a liquidation, dissolution or winding up of the Corporation. The purchase or redemption by the Corporation of stock of any class, in any number permitted by law, shall not for the purpose of this paragraph be regarded as a liquidation, dissolution or winding up of the Corporation. (g) INVOLUNTARY LIQUIDATION. In the event of involuntary liquidation, the shares of this series shall be entitled to the same amounts as in the event of voluntary liquidation. (h) OTHER RESTRICTIONS. There shall be no conditions or restrictions upon the creation of indebtedness of the Corporation, or any subsidiary or upon the creation of any other series of preferred stock with any other preferences. (i) VOTING. The Series A Preferred shall have full voting rights on all matters and shall be entitled to vote one (1) vote per each share, voting together with the Common Stock and other Preferred Stock, as a single class. (j) STATED VALUE. The shares of Series A Preferred shall have a stated value of $0.001 per share. (k) OTHER PREFERENCES. The shares of the Series A Preferred shall possess no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the articles of incorporation of the Corporation. FURTHER RESOLVED, that the statements contained in the foregoing resolution creating and designating the said Series A Preferred Stock and fixing the number, powers, preferences and relative, optional, participating, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics thereof shall, upon the effective date of said series, be deemed to be included in and be a part of the articles of incorporation of the Corporation. Signed on May 13, 2003. /s/ Thomas Glaza ---------------------------------------- Tom Glaza Chairman of the Board of Directors EX-1.2 4 resolution.txt RESOLUTION OF THE BOARD OF DIRECTORS EXHIBIT 1.2 CONSENT TO ACTION WITHOUT A MEETING RESOLUTION OF THE BOARD OF DIRECTORS OF GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. The undersigned constituting all of the members of the board of directors of Global Entertainment Holdings/Equities, Inc., a Colorado corporation (the "Company"), this 13th day of May 2003, hereby adopt the following resolution by written consent effective immediately: WHEREAS, the board of directors believes the Company would benefit from authorizing the creation of a series of its class of preferred stock; WHEREAS, the board of directors, pursuant to sections 7-106-102 and 7-110-102 of the Colorado Business Corporation Act, hereby authorize a series of the Company's preferred stock by approving an amendment to the articles of incorporation that sets forth the designation, preferences, limitations, and relative rights of the Series A preferred stock as attached hereto in the Certificate of Designation to be filed with the Colorado Secretary of State; WHEREAS, the board of directors desires to grant the Company's chief executive officer and president, Bryan Abboud, in consideration of his continued service as an officer and director of the Company, preferred share purchase rights to purchase 1,500,000 shares of the Company's Series A preferred stock on the terms set forth in the attached Amendment to Employment Agreement; RESOLVED, that the Company hereby approves and adopts, with such changes as the appropriate officers of the Company shall deem necessary, an amendment to the Company's articles of incorporation authorizing the creation of Series A preferred stock; RESOLVED FURTHER, that the Company hereby approves and adopts an amendment to the January 1, 2002 employment agreement by and between the Company and Bryan Abboud granting Abboud preferred share purchase rights to purchase 1,500,000 shares of the Company's Series A preferred stock on the terms set forth in the attached Amendment to Employment Agreement; RESOLVED FURTHER, that the appropriate officers of the Company are authorized, empowered and directed, in the name and on behalf of the Company, to execute and deliver all such documents, schedules, instruments and certificates, to make all such payments or perform all such acts and things, and to execute and deliver all such other documents as may be necessary from time to time in order to carry out the purpose and intent of this action; and that all of the acts and doings of any of such officers that are consistent with the purpose of the above described action and this resolution are hereby authorized, approved, ratified and confirmed in all respects. /s/ Bryan Abboud /s/ Thomas Glaza - ------------------------- -------------------------- Bryan Abboud, Director Thomas Glaza, Director /s/ David Stein /s/ James Doukas - ------------------------- -------------------------- David Stein, Director James Doukas, Director EX-1.3 5 amend-employagreement.txt AMENDMENT TO EMPLOYEE AGREEMENT EXHIBIT 1.3 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement ("Amendment"), dated as of May 13, 2003, by and between Global Entertainment Holdings/Equities, Inc. (the "Company") and Bryan Abboud ("Abboud"), hereby amends the Employment Agreement by and between the Company and Abboud, dated as of January 1, 2002 (the "Employment Agreement"). (The Company and Abboud may hereinafter be referred to individually as a "Party" or collectively as the "Parties"). RECITALS A. On or about January 1, 2002, the Parties entered into the Employment Agreement. B. The Parties to the Employment Agreement now desire to amend it as specified below. NOW, THEREFORE, in consideration of the promises, representations, and covenants described herein, and in consideration of the recitals above, which are incorporated herein by reference, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereby agree as follows: 1. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Employment Agreement. 2. The Employment Agreement is hereby amended to include an additional section to read in its entirety as follows: "Paragraph 25 Rights Plan. 25. The Board of Directors of the Company hereby authorizes and declares a dividend to Abboud of One Million Five Hundred Thousand (1,500,000) Preferred Share Purchase Rights (the "Rights"). Each Right entitles Abboud to purchase from the Company one share of Series A Preferred Stock at an exercise price per share equal to eighty percent (80%) of the closing trading price of the Company's common stock on the date of this Agreement, as amended (May 13, 2003), subject to customary antidilution adjustments ("Exercise Price"). Each share of Series A Preferred Stock shall have the rights, preferences and privileges set forth in the form of Certificate of Designation attached hereto as Exhibit A. A. Triggering Event. The Rights will become exercisable, in whole or in part, upon any of the following triggering events ("Triggering Events"). Upon the occurrence of a Triggering Event, the Company shall as soon as practicable thereafter, give Abboud written or oral notice of the occurrence of the Triggering Event. (i) ten (10) days following the date on which a person or group of affiliated or associated persons adverse to the Company have acquired, or obtained the right to acquire, beneficial ownership of twenty percent (20%) or more of the then outstanding shares of common stock. For purposes of this Agreement, as amended, determination of which persons or groups of affiliated or associated persons are "adverse" to the Company is in the sole discretion of the Board of Directors; or (ii) upon determination by the Board of Directors that thirty percent (30%) or more of the Company's outstanding common stock is beneficially owned by "unfriendly" shareholders. For purposes of this Agreement, as amended, determination of which of the Company's shareholders qualify as "unfriendly" is in the sole discretion of the Board of Directors. B. Reservation of Shares. The Company shall cause to be reserved or kept available out of its authorized and unissued Series A Preferred Stock, the number of shares of preferred shares that will be sufficient to permit the exercise in full of Abboud's outstanding Rights. C. Redemption of Series A Preferred Stock. The Company may, at its option and with the approval of the Board of Directors, within the two (2) year period following issuance of the Series A Preferred Stock upon exercise of the Rights, redeem the Series A Preferred Stock at a redemption price equal to one hundred percent (100%) of the closing trading price of the Company's common stock on the date of this Agreement, as amended (May 13, 2003), subject to customary anti-dilution adjustments (the "Redemption Price"). D. Redemption by Holder. Abboud may at any time compel the Company to redeem the Series A Preferred Stock at the Redemption Price. E. Post-Redemption Rights. To the extent that the Employment Agreement remains effective, upon any redemption of any shares of the Series A Preferred Stock, Abboud shall automatically and immediately regain all Rights related to such shares as provided herein. F. Transferability. Abboud may, with prior written approval by the Company's board of directors, transfer, assign, sell, margin, hypothecate or exchange the Rights granted to him herein. G. Shareholder Status. Unless and until Abboud exercises some or all of the Rights, which requires tender of the appropriate Exercise Price, Abboud shall not be a holder of the Series A Preferred Stock. Any status as a Series A Preferred Stock shareholder shall be terminated upon any redemption of the Series A Preferred Stock. H. Administration of Rights Plan. The Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Plan, and to exercise all rights and powers specifically granted to the Board or the Company, or as may be necessary or advisable for the administration of this Rights Plan. All such actions which are made by the Board in good faith shall be final, conclusive and binding on the Company and shall not subject the Board to any liability to Abboud. I. Assignment. This Rights Plan and all of the provisions hereof shall be binding upon and inure to the benefit of Abboud, his successors and permitted assigns." 3. Except as expressly provided in this Amendment, the terms and conditions of the Employment Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. "COMPANY" - GLOBAL ENTERTAINMENT "ABBOUD" - BRYAN ABBOUD HOLDINGS/EQUITIES, INC. /s/ Thomas Glaza /s/ Bryan Abboud - --------------------------------------------- ------------------------- Tom Glaza, Chairman of the Board of Directors Bryan Abboud -----END PRIVACY-ENHANCED MESSAGE-----