Item 3.02 Unregistered Sales of Equity Securities.
On November 2, 2011, the Board of Directors of DM Products, Inc. (the “Company”) authorized the issuance of an aggregate 13,333,333 shares of restricted common stock, at a per share price of $0.0015, to Kurtis Cockrum for services rendered as President and Chairman of the Board of Directors of the Company for the calendar years of 2010 and 2011. The common stock was issued in reliance upon an exemption from registration under the federal securities laws provided by Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (the “Securities Act”), due to the fact that such issuances did not involve a public offering of securities.
On November 2, 2011, the Board of Directors of DM Products, Inc. (the “Company”) authorized the issuance of an aggregate 6,666,666 shares of restricted common stock, at a per share price of $0.0015, to James Clarke for services rendered as a member of the Board of Directors of the Company for the calendar years of 2010 and 2011. The common stock was issued in reliance upon an exemption from registration under the federal securities laws provided by Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (the “Securities Act”) due to the fact that such issuances did not involve a public offering of securities.
On December 1, 2011, the Board of Directors of DM Products, Inc. (the “Company”) authorized the issuance of an aggregate 6,050,000 shares of restricted common stock, at a per share price of $0.0015, to Michael S. DeBenon for legal services performed. The common stock was issued in reliance upon an exemption from registration under the federal securities laws provided by Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (the “Securities Act”) due to the fact that such issuances did not involve a public offering of securities.
On December 1, 2011, the Board of Directors of DM Products, Inc. (the “Company”) authorized the issuance of an aggregate 2,500,000 shares of restricted common stock, at a per share price of $0.0015, to Deborah Wagnon for legal services performed. The common stock was issued in reliance upon an exemption from registration under the federal securities laws provided by Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (the “Securities Act”) due to the fact that such issuances did not involve a public offering of securities.
On December 1, 2011, the Board of Directors of DM Products, Inc. (the “Company”) authorized the issuance of an aggregate 11,733,333 shares of restricted common stock, at a per share price of $0.0015, to Robert Chisholm for consulting services performed. The common stock was issued in reliance upon an exemption from registration under the federal securities laws provided by Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (the “Securities Act”) due to the fact that such issuances did not involve a public offering of securities.
On December 1, 2011, the Board of Directors of DM Products, Inc. (the “Company”) authorized the issuance of an aggregate 2,500,000 shares of restricted common stock, at a per share price of $0.0015, to Steve Vicory for consulting services performed. The common stock was issued in reliance upon an exemption from registration under the federal securities laws provided by Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (the “Securities Act”) due to the fact that such issuances did not involve a public offering of securities.
Item 3.03 Material Modification to Rights of Security Holders.
On December 6, 2011, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”), designating 5,000,000 of the Company’s authorized preferred stock. Each share of Series A Preferred Stock: i) is redeemable following three years from the date of issuance, at a price equal to 4 times the original purchase price; ii) can be converted into common stock, in whole or in part at the sole option of the shareholder, at a conversion rate of 2 shares of common stock per share of preferred stock after 12 months from the initial purchase, 3 shares of common stock per share of preferred stock after 24 months from the initial purchase, and 4 shares of common stock per share of preferred stock after 36 months from the initial purchase; iii) contains a liquidation preference on dissolution, sale or reorganization; and iv) provides for cumulative dividends in preference to any dividend on the Common Stock at a rate of 6% of the original purchase price per annum, when and as declared by the Board of Directors. The shares of the Series A Preferred Stock shall not have the right to vote on any matter affecting the Corporation.
The foregoing description of the terms of the Series A Preferred Stock is qualified in its entirety by the provisions of Certificate of Designation filed as Exhibit 3.1 hereto.
