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
April 9, 2004
Date of Report (date of earliest event reported)
AMERICAN LEISURE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-48312 75-2877111
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(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
Park 80 Plaza East, Saddlebrook, New Jersey 07663
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(Address of principal executive offices) (Zip Code)
(201 843 0820)
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
AMERICAN LEISURE HOLDINGS, INC.
BRIEF SUMMARY OF CERTIFICATE OF DESIGNATION OF SERIES E AND DETERMINATION
OF RIGHTS AND PREFERENCES OF SERIES E PREFERRED STOCK OF AMERICAN LEISURE
HOLDINGS, INC.
AMLH has designated 50,000 shares of Series E Convertible Preferred Stock, par
value $0.001 per share.
Ranking. The Series E Preferred Stock ranks senior to the Common Stock as to
dividends and liquidation preference but junior to Series A through D.
Dividends. Dividends on each share of the Series E Preferred Stock will be
earned at an annual rate of 4% of the liquidation preference per share.
Dividends shall be payable in preference and priority to any payment of any cash
dividend on Common Stock or any other shares of capital stock of the Company
junior in priority to the Series E Preferred Stock (such Common Stock and other
inferior stock being collectively referred to as "Junior Stock"). Any unpaid
dividends accrue without interest and are cumulative.
Liquidation Preference. Upon liquidation, dissolution or winding up of AMLH,
before payment of any amount due to any Junior Stock, each share of Series E
Preferred Stock will be entitled to be paid out of assets available for
distribution at the rate of $100 per share plus all accrued and unpaid
dividends, calculated through the date of liquidation.
Voting Rights. Each holder of outstanding shares of Series E Preferred Stock
shall be entitled to the number of votes equal to the number of whole shares of
Common Stock into which the shares of Series E Preferred Stock held by such
holder are convertible (as adjusted from time to time) at each meeting of
stockholders of the Company (and written actions of stockholders in lieu of
meetings) with respect to any and all matters presented to the stockholders of
the Company for their action or consideration. Except as provided by law, or by
the provisions of Subsection 3(b) of the Certificate of Designation of Series E,
or by the provisions establishing any other series of Preferred Stock, holders
of Series E Preferred Stock (as shall other other series of preferred stock)
shall vote together with the holders of Common Stock as a single class.
Redemption. AMLH has the right to redeem all or part of the outstanding Series E
Preferred Stock at any time after five years from the date of issue. The
redemption price per share will be $100 per share plus all accrued and unpaid
dividends, calculated through the date of redemption.
Conversion. Each share of Series E Preferred Stock shall be convertible, at the
option of the holder thereof, at any time and from time to time, into a maximum
of six point six, six, six (6.666) fully paid and non-assessable shares of
Common Stock (the "Conversion Rate") at a minimum of $15 per share of common
stock. In the event of a liquidation of the Company, the Conversion Rights shall
terminate at the close of business on the first full day preceding the date
fixed for the payment of any amounts distributable on liquidation to the holders
of Series E Preferred Stock. No fractional shares of Common Stock shall be
issued upon conversion of the Series E Preferred Stock. In lieu of fractional
shares, the Company shall pay cash equal to such fraction multiplied by the
quotient of the Liquidation Value divided by the Conversion Rate.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
Certificate of Designation of Series E and determination of rights and
preferences of Series E Preferred Stock of American Leisure Holdings,
Inc.
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: April 9, 2004
AMERICAN LEISURE HOLDINGS, INC.
/s/ L. William Chiles
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L. William Chiles
Chief Executive Officer
/s/ Malcolm J. Wright
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Malcolm J. Wright
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER 1 EXHIBIT
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Certificate of Designation of Series E and determination of rights and
preferences of Series E Preferred Stock of American Leisure Holdings, Inc.
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