Item 5.03. Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On
September 13, 2018, the Company filed a Certificate of Designations of Rights and Preferences (the “
Certificate of Designations
”)
to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to establish the
preferences, limitations and relative rights of the 10% Series A Cumulative Redeemable Perpetual Preferred Stock (the “
Series
A Preferred Stock
”).
Dividends
on the Series A Preferred Stock shall accrue daily and be cumulative from, and including, the date of original issue and shall
be payable monthly on the last day of each calendar month, subject to the terms and conditions set forth in the Certificate of
Designations. The first dividend on the Series A Preferred Stock is scheduled to be paid on October 31, 2018 (in the approximate
amount of $0.21 per share) to the persons who are the holders of record of the Series A Preferred Stock at the close of business
on the corresponding record date, which will be October 15, 2018. Dividends accrue at the annual rate of 10%, which is equivalent
to $2.50 per annum per share, based on the $25.00 liquidation preference from, and including, the date of original issuance to,
but not including, September 30, 2023, or such other date fixed for redemption.
On
and after September 30, 2023, the Corporation may, at its option, upon not less than thirty (30) days nor more than sixty (60)
days’ written notice, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash
at a redemption price of $25.00 per share of Series A Preferred Stock, plus any accumulated and unpaid dividends thereon to, but
not including, the date fixed for redemption. In addition, upon the occurrence of a Change of Control (as defined in the Certificate
of Designations), subject to certain restrictions, the Company may, at its option, upon not less than thirty (30) days’
nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within one
hundred twenty (120) days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00
per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. There is no
mandatory redemption of the Series A Preferred Stock.
Holders
of the Series A Preferred Stock generally have no voting rights except as set forth in the Certificate of Designations or as otherwise
required by law. The holders of Series A Preferred Stock, together with the holders of shares of every other series of Parity Stock
(as defined in the Certificate of Designations) upon which like voting rights have been conferred and are exercisable, voting together
as a single class regardless of series, shall be entitled to elect two directors to the Company’s board of directors at any
annual meeting of stockholders or special meeting held in place thereof. When the Series A Preferred Stock is entitled to vote,
such shares are entitled to one vote per share. In any matter in which the Series A Preferred Stock may vote as a single class
with any other series of Preferred Stock (as may be required by law), each share of Series A Preferred Stock shall be entitled
to one vote per $25.00 of stated liquidation preference.
The
foregoing description of the Certificate of Designations does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, the full text of the document which is attached hereto as Exhibit 3.1 to this Current Report on Form
8-K, and is incorporated herein by reference.