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):   April 29, 2014

 

_________________________

 

INVISA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-50081   65-1005398
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)

 

 

1800 2nd Street, Suite 965

Sarasota, FL 34236

(Address of principal executive offices)

 

(941) 870-3950

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

_________________________

 

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:

 

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 3.03 Material Modification to Rights of Security Holders.

 

On April 29, 2014, the Company filed under the laws of the State of Nevada an Amended and Restated Designation of Preferences and Rights for its authorized Series A, B and C Convertible Preferred Stock. The filings were intended to delete provisions no longer applicable and in addition to other matters: (i) clarified that the holder of each share of Series A, B and C Convertible Preferred Stock has the right to convert into common stock at a fixed conversion price of $0.60 per share resulting in the number of shares of common stock to be issued upon conversion equaling 166.66 shares of common stock for each share of preferred stock (i.e., the Face Value divided by sixty cents ($0.60) per share), (ii) provided that the Company does not have a right to redeem or force conversion of shares of Series A, B or C Convertible Preferred Stock,   (iii)   eliminated the prohibition on conversion which would cause the holder to exceed 9.9% ownership, (iv) provided that the liquidation preference of shares of Series A, B and C Convertible Preferred Stock are equal among the holders of Series A, B and C, and (b) and senior to the liquidation preference of common stock of the Company, (v) clarified that the liquidation preference of each Series of preferred stock is in an amount equal to the face value of that Series of preferred stock and that distribution equal to the face value constitutes payment in full to the holders of preferred stock and (vi) clarified that a merger (except into a subsidiary), sale of all or substantially all of the assets of the Company, reorganization or other transaction in which control of the Company is transferred may be deemed by the holder to be a liquidation, dissolution or winding up for purposes of the liquidation preference. The foregoing description is subject in all respects to the exhibits attached hereto.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
4.4   Third Amended and Restated Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock
4.5   Third Amended and Restated Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock
4.6   Second Amended and Restated Certificate of Designations of Preferences and Rights of Series C Convertible Preferred Stock

 

 

 

SIGNATURE

 

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.

 

  INVISA, INC.
   
   
  By: /s/ Edmund C. King
Date:   May 5, 2014   Edmund C. King
    Chief Financial Officer

 

 

 

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EXHIBIT 4.4

 

THIRD AMENDED AND RESTATED DESIGNATIONS OF PREFERENCES AND RIGHTS

OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

INVISA, INC.

 

 

The undersigned, Edmund C. King, certifies that:

 

1.     He is the President and Chief Executive Officer of Invisa, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Corporation").

 

2.     Pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, and pursuant to the provisions of Section 78.1955 of the Nevada Revised Statutes, the Board of Directors adopted a resolution to create a series of preferred stock designated as Series A Convertible Preferred Stock. A Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock was filed with the Nevada Secretary of State on August 19, 2004 and subsequently amended and restated by that certain Amended and Restated Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock filed with the Nevada Secretary of State on August 31, 2005, and further amended and restated by that certain Second Amended and Restated Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock filed with the Nevada Secretary of State on March 7, 2014.

 

3.     Pursuant to the provisions of Section 78.1955 of the Nevada Revised Statutes, the Board of Directors, at a meeting held on April 28, 2014 adopted a resolution to amend and restate the rights, preferences, privileges and restrictions of, the Corporation's Series A Preferred Stock, as provided in this Third Amended and Restated Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock (the “Resolution”).

 

4.     The Resolution and this Third Amended and Restated Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock have been approved by unanimous consent of the holders of shares of the Corporation’s Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, which constitutes the approval of the class of stock being amended and each class of stock which, before the amendment, is senior to the class being amended as to the payment of distributions upon dissolution of the Corporation as required pursuant to Nevada Revised Statutes Section 78.1955.

 

5.     The Resolution is as follows:

 

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes and determines, the number of shares constituting, and the rights, preferences, privileges and restrictions relating to, a new series of Preferred Stock as follows:

 

         (a)      Designation . The series of Preferred Stock is hereby designated Series A Convertible Preferred Stock (the "Series A Preferred Stock").

 

         (b)      Authorized Shares . The number of authorized shares constituting the Series A Preferred Stock shall be Twenty Two Thousand (22,000) shares of such series.

 

         (c)      Face Value . The Series A Preferred Stock shall have a face value of one hundred dollars ($100) per share (the “Series A Face Value”).

 

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         (c)      Dividends . The holder of the Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors. Nothing herein shall obligate or require the Board of Directors to declare a dividend for the Series A Preferred Stock.

 

         (d)      Liquidation Preference . In the event of any liquidation, dissolution or winding up of the Company, the Series A Preferred Stock shall be: (i) equal to the liquidation preference of the Series B Preferred Stock and Series C Preferred Stock, and (ii) senior to the liquidation preference of all other classes of preferred or common stock of the Company (the “Series A Liquidation Preference”). The Series A Liquidation Preference shall be in an amount equal to the Series A Face Value. At the option of the Holders of the Series A Preferred Stock, a merger (except into a subsidiary), sale of all or substantially all of the assets of the Company, reorganization or other transaction in which control of the Company is transferred may be deemed to be a liquidation, dissolution or winding up for purposes of this Section. Distribution equal to the Series A Face Value constitutes payment in full to the holders of the Series A Preferred Stock.

 

         (e)      Voting Rights . Except as otherwise required by law, each outstanding share of Series A Preferred Stock shall have the right to 3,000 votes on matters that come before the shareholders.

 

         (f)      Conversion .

 

                  (i)      Conversion Shares. The Series A Preferred Stock has a fixed conversion price of $0.60 per share resulting in the number of shares of common stock to be issued upon conversion equaling 166.66 shares of common stock for each share of Series A Preferred Stock (i.e., the Series A Face Value divided by sixty cents ($0.60) per share)(the “Series A Conversion Shares”) The Series A Conversion Shares will be proportionately adjusted upon a common stock split or common stock dividend after the date hereof. Any fractional shares shall be rounded-up to a whole share.

 

                  (ii)      Right to Convert. The Holder of Series A Preferred Stock may convert the Series A Preferred Stock into Series A Conversion Shares at any time by providing written notice to the Company.

 

         (h)      Severability. If any right, preference or limitation of the Series A Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect, and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

 

3.     The number of authorized shares of Preferred Stock of the Corporation is five million (5,000,000) shares and the number of shares of Series A Preferred Stock designated and authorized hereby is Twenty Two Thousand (22,000) shares of which 9,715 shares of Series A Preferred Stock are currently outstanding.

 

The undersigned declares under penalty of perjury that the matters set out in the foregoing Certificate are true of his own knowledge.

 

Executed at Sarasota, Florida on this 29th day of April 2014.

 

 
 
/s/ Edmund C. King
Print Name:  Edmund C. King
Title: President and Chief Executive Officer

 

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EXHIBIT 4.5

 

THIRD AMENDED AND RESTATED DESIGNATIONS OF PREFERENCES AND RIGHTS

OF

SERIES B CONVERTIBLE PREFERRED STOCK

OF

INVISA, INC.

 

 

The undersigned, Edmund C. King, certifies that:

 

1.     He is the President and Chief Executive Officer of Invisa, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Corporation").

 

2.     Pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, and pursuant to the provisions of Section 78.1955 of the Nevada Revised Statutes, the Board of Directors adopted a resolution to create a series of preferred stock designated as Series B Convertible Preferred Stock. A Certificate of Designation of Preferences and Rights of Series B Convertible Preferred Stock was filed with the Nevada Secretary of State on August 31, 2005 and subsequently amended and restated by that certain Amended and Restated Certificate of Designation of Preferences and Rights of Series B Convertible Preferred Stock filed with the Nevada Secretary of State on May 12, 2010, and further amended and restated by that certain Second Amended and Restated Certificate of Designation of Preferences and Rights of Series B Convertible Preferred Stock filed with the Nevada Secretary of State on March 7, 2014.

 

3.     Pursuant to the provisions of Section 78.1955 of the Nevada Revised Statutes, the Board of Directors, at a meeting held on April 28, 2014 adopted a resolution to amend and restate the rights, preferences, privileges and restrictions of, the Corporation's Series A Preferred Stock, as provided in this Third Amended and Restated Certificate of Designation of Preferences and Rights of Series B Convertible Preferred Stock (the “Resolution”). The Resolution and this Third Amended and Restated Certificate of Designation of Preferences and Rights of Series B Convertible Preferred Stock have been approved by unanimous consent of the holders of shares of the Corporation’s Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, which constitutes the approval of the class of stock being amended and each class of stock which, before the amendment, is senior to the class being amended as to the payment of distributions upon dissolution of the Corporation as required pursuant to Nevada Revised Statutes Section 78.1955.

 

4.     The Resolution is as follows:

 

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes and determines, the number of shares constituting, and the rights, preferences, privileges and restrictions relating to, a new series of Preferred Stock as follows:

 

         (a)      Designation . The series of Preferred Stock is hereby designated Series B Convertible Preferred Stock (the "Series B Preferred Stock").

 

         (b)      Authorized Shares . The number of authorized shares constituting the Series B Preferred Stock shall be Ten Thousand (10,000) shares of such series.

 

         (c)      Face Value . The Series B Preferred Stock shall have a face value of one hundred dollars ($100) per share (the “Series B Face Value”).

 

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         (c)      Dividends . The holder of the Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors. Nothing herein shall obligate or require the Board of Directors to declare a dividend for the Series B Preferred Stock.

 

         (d)      Liquidation Preference . In the event of any liquidation, dissolution or winding up of the Company, the Series B Preferred Stock shall be: (i) equal to the liquidation preference of the Series A Preferred Stock and Series C Preferred Stock, and (ii) senior to the liquidation preference of all other classes of preferred or common stock of the Company (the “Series B Liquidation Preference”). The Series B Liquidation Preference shall be in an amount equal to the Series B Face Value. At the option of the Holders of the Series B Preferred Stock, a merger (except into a subsidiary), sale of all or substantially all of the assets of the Company, reorganization or other transaction in which control of the Company is transferred may be deemed to be a liquidation, dissolution or winding up for purposes of this Section. Distribution equal to the Series B Face Value constitutes payment in full to the holders of the Series B Preferred Stock.

 

         (e)      Voting Rights . Except as otherwise required by law, each outstanding share of Series B Preferred Stock shall have the right to 2,500 votes on matters that come before the shareholders.

 

         (f)      Conversion .

 

                  (i)      Conversion Shares. The Series B Preferred Stock has a fixed conversion price of $0.60 per share resulting in the number of shares of common stock to be issued upon conversion equaling 166.66 shares of common stock for each share of Series B Preferred Stock (i.e., the Series B Face Value divided by sixty cents ($0.60) per share)(the “Series B Conversion Shares”) The Series B Conversion Shares will be proportionately adjusted upon a common stock split or common stock dividend after the date hereof. Any fractional shares shall be rounded-up to a whole share.

 

                  (ii)      Right to Convert. The Holder of Series B Preferred Stock may convert the Series B Preferred Stock into Series B Conversion Shares at any time by providing written notice to the Company.

 

         (h)      Severability. If any right, preference or limitation of the Series B Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect, and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

 

3.     The number of authorized shares of Preferred Stock of the Corporation is five million (5,000,000) shares and the number of shares of Series B Preferred Stock designated and authorized hereby is Ten Thousand (10,000) shares of which 2,702 shares of Series B Preferred Stock are currently outstanding.

 

The undersigned declares under penalty of perjury that the matters set out in the foregoing Certificate are true of his own knowledge.

 

Executed at Sarasota, Florida on this 29 th day of April 2014.

 

 
 
/s/ Edmund C. King
Print Name:  Edmund C. King
Title: President and Chief Executive Officer

 

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EXHIBIT 4.6

 

SECOND AMENDED AND RESTATED DESIGNATIONS OF PREFERENCES AND RIGHTS

OF

SERIES C CONVERTIBLE PREFERRED STOCK

OF

INVISA, INC.

 

 

The undersigned, Edmund C. King, certifies that:

 

1.     He is the President and Chief Executive Officer of Invisa, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Corporation").

 

2.     Pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, and pursuant to the provisions of Section 78.1955 of the Nevada Revised Statutes, the Board of Directors adopted a resolution to create a series of preferred stock designated as Series C Convertible Preferred Stock. A Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock was filed with the Nevada Secretary of State on January 5, 2009 and subsequently amended and restated by that certain Amended and Restated Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock filed with the Nevada Secretary of State on March 7, 2014.

 

3.     Pursuant to the provisions of Section 78.1955 of the Nevada Revised Statutes, the Board of Directors, at a meeting held on April 28, 2014 adopted a resolution to amend and restate the rights, preferences, privileges and restrictions of, the Corporation's Series C Preferred Stock, as provided in this Second Amended and Restated Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock (the “Resolution”).

 

4.     The Resolution and this Second Amended and Restated Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock have been approved by unanimous consent of the holders of shares of the Corporation’s Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, which constitutes the approval of the class of stock being amended and each class of stock which, before the amendment, is senior to the class being amended as to the payment of distributions upon dissolution of the Corporation as required pursuant to Nevada Revised Statutes Section 78.1955.

 

5.     The Resolution is as follows:

 

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes and determines, the number of shares constituting, and the rights, preferences, privileges and restrictions relating to, a new series of Preferred Stock as follows:

 

         (a)      Designation . The series of Preferred Stock is hereby designated Series C Convertible Preferred Stock (the "Series C Preferred Stock").

 

         (b)      Authorized Shares . The number of authorized shares constituting the Series C Preferred Stock shall be Fifty Thousand (50,000) shares of such series.

 

         (c)      Face Value . The Series C Preferred Stock shall have a face value of one hundred dollars ($100) per share (the “Series C Face Value”).

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         (c)      Dividends . The holder of the Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors. Nothing herein shall obligate or require the Board of Directors to declare a dividend for the Series C Preferred Stock.

 

         (d)      Liquidation Preference . In the event of any liquidation, dissolution or winding up of the Company, the Series C Preferred Stock shall be: (i) equal to the liquidation preference of the Series A Preferred Stock and Series B Preferred Stock, and (ii) senior to the liquidation preference of all other classes of preferred or common stock of the Company (the “Series C Liquidation Preference”). The Series C Liquidation Preference shall be in an amount equal to the Series C Face Value. At the option of the Holders of the Series C Preferred Stock, a merger (except into a subsidiary), sale of all or substantially all of the assets of the Company, reorganization or other transaction in which control of the Company is transferred may be deemed to be a liquidation, dissolution or winding up for purposes of this Section. Distribution equal to the Series C Face Value constitutes payment in full to the holders of the Series C Preferred Stock.

 

         (e)      Voting Rights . Except as otherwise required by law, each outstanding share of Series C Preferred Stock shall have the right to 100 votes on matters that come before the shareholders.

 

         (f)      Conversion .

 

                  (i)      Conversion Shares. The Series C Preferred Stock has a fixed conversion price of $0.60 per share resulting in the number of shares of common stock to be issued upon conversion equaling 166.66 shares of common stock for each share of Series C Preferred Stock (i.e., the Series C Face Value divided by sixty cents ($0.60) per share)(the “Series C Conversion Shares”) The Series C Conversion Shares will be proportionately adjusted upon a common stock split or common stock dividend after the date hereof. Any fractional shares shall be rounded-up to a whole share.

 

                  (ii)      Right to Convert. The Holder of Series C Preferred Stock may convert the Series C Preferred Stock into Series C Conversion Shares at any time by providing written notice to the Company.

 

         (h)      Severability. If any right, preference or limitation of the Series C Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect, and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

 

3.     The number of authorized shares of Preferred Stock of the Corporation is five million (5,000,000) shares and the number of shares of Series C Preferred Stock designated and authorized hereby is fifty thousand (50,000) shares of which 16,124 shares of Series C Preferred Stock are currently outstanding.

 

The undersigned declares under penalty of perjury that the matters set out in the foregoing Certificate are true of his own knowledge.

 

Executed at Sarasota, Florida on this 29 th day of April 2014.

 

 
 
/s/ Edmund C. King
Print Name:  Edmund C. King
Title: President and Chief Executive Officer

 

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