Trafalgar International, Inc. (TRFA) obtained board and requisite shareholder approval by written consent for amended and restated articles changing its authorized capital and preferred-stock rights. No shareholder meeting will be held and no proxies are being solicited. The articles will take effect only after applicable requirements, including at least 20 calendar days after the definitive information statement is sent or given.
They authorize 2,000,000,000 common shares and 20,000,000 preferred shares, including 10,000,000 designated Series A and 1,000 designated Series B. Both outstanding preferred series become nonconvertible. Historical conversion terms could have represented 481,433,250 potential common shares before adjustments, limitations, timing and other contractual restrictions; those rights are eliminated. Series A also loses general voting and preferential liquidation rights, while dividends are discretionary.
Series B instead receives at least 51% of aggregate voting power on matters where it may vote, calculated on a fully diluted basis, with automatic recalculation and separate approval rights over specified actions affecting those protections. This voting allocation does not issue common shares. Trafalgar Asset Management, LLC, holder of all outstanding Series A and Series B shares, supplied the written consent; the company says the structure may reduce the influence of common-stock holders and holders of future equity securities.