Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.10M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 34K
3: EX-21 Subsidiaries List HTML 25K
4: EX-23.1 Consent of Experts or Counsel HTML 25K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
62: R1 Cover HTML 87K
15: R2 Consolidated Balance Sheets HTML 127K
43: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
71: R4 Consolidated Statements of Operations and Other HTML 107K
Comprehensive Income (Loss)
63: R5 Consolidated Statements of Stockholders' Equity HTML 99K
16: R6 Consolidated Statements of Cash Flows HTML 109K
44: R7 Organization and Summary of Significant Accounting HTML 61K
Policies
75: R8 Financial Instruments and Investments HTML 154K
61: R9 Inventories HTML 41K
48: R10 Property and Equipment HTML 65K
21: R11 Intangible Assets HTML 54K
66: R12 Accrued Liabilities HTML 41K
78: R13 Leases (Notes) HTML 52K
49: R14 Stockholders' Equity HTML 36K
22: R15 Acquisitions (Notes) HTML 57K
67: R16 Revenue HTML 40K
79: R17 Stock-Based Compensation HTML 293K
47: R18 Provision for Income Taxes HTML 92K
23: R19 Basic and Diluted Earnings Per Share HTML 57K
50: R20 Segment Information HTML 55K
84: R21 Quarterly Information (Unaudited) HTML 85K
33: R22 Commitments and Contingencies HTML 36K
24: R23 Subsequent Events HTML 30K
51: R24 Organization and Summary of Significant Accounting HTML 129K
Policies (Policies)
85: R25 Financial Instruments and Investments (Tables) HTML 150K
34: R26 Inventories (Tables) HTML 43K
25: R27 Property and Equipment (Tables) HTML 67K
52: R28 Intangible Assets (Tables) HTML 55K
83: R29 Other Liabilities (Tables) HTML 41K
81: R30 Leases (Tables) HTML 53K
70: R31 Acquisition (Tables) HTML 50K
20: R32 Revenue (Tables) HTML 34K
46: R33 Stock-Based Compensation (Tables) HTML 293K
80: R34 Provision for Income Taxes (Tables) HTML 94K
69: R35 Basic and Diluted Earnings Per Share (Tables) HTML 56K
19: R36 Segment Information (Tables) HTML 57K
45: R37 Quarterly Information (Unaudited) (Tables) HTML 84K
82: R38 Commitments and Contingencies (Tables) HTML 34K
68: R39 Organization and Summary of Significant Accounting HTML 51K
Policies (Details)
87: R40 FINANCIAL INSTRUMENTS AND INVESTMENTS - Schedule HTML 67K
of Cash and Cash Equivalents and Investments
(Details)
55: R41 FINANCIAL INSTRUMENTS AND INVESTMENTS - Unrealized HTML 26K
Gain (Loss) on Investments (Details)
32: R42 FINANCIAL INSTRUMENTS AND INVESTMENTS - Maturities HTML 36K
for Bonds (Details)
39: R43 Inventories (Details) HTML 40K
86: R44 PROPERTY AND EQUIPMENT - Schedule of Property and HTML 47K
Equipment (Details)
54: R45 PROPERTY AND EQUIPMENT - Schedule Of Depreciation HTML 32K
Expense (Details)
31: R46 INTANGIBLE ASSETS - Narrative (Details) HTML 39K
38: R47 INTANGIBLE ASSETS - Finite-Lived Intangible Assets HTML 31K
(Details)
88: R48 INTANGIBLE ASSETS - Future Amortization Expense HTML 39K
(Details)
53: R49 INTANGIBLE ASSETS - Indefinite-Lived Intangible HTML 27K
Assets (Details)
59: R50 Schedule of Accrued Liabilities (Details) HTML 40K
73: R51 LEASES - Narrative (Details) HTML 33K
41: R52 LEASES - Components of Financing Lease Cost HTML 32K
(Details)
17: R53 LEASES - Future Minimum Lease Payments to HTML 48K
Discounted Finance Lease Liability (Details)
60: R54 Stockholders' Equity (Details) HTML 86K
74: R55 ACQUISITION - Narrative (Details) HTML 56K
42: R56 Acquisition (Details) HTML 75K
18: R57 REVENUE - Disaggregation of Revenue (Details) HTML 53K
64: R58 STOCK-BASED COMPENSATION - Narrative (Details) HTML 51K
72: R59 STOCK-BASED COMPENSATION - Options Outstanding and HTML 99K
Exercisable (Details)
36: R60 STOCK-BASED COMPENSATION - Stock Option Activity HTML 143K
(Details)
27: R61 STOCK-BASED COMPENSATION - Restricted Stock and HTML 150K
Restricted Stock Units Activity (Details)
57: R62 PROVISION FOR INCOME TAXES - Narrative (Details) HTML 29K
89: R63 PROVISION FOR INCOME TAXES - Components of Income HTML 56K
Tax Expense (Details)
37: R64 PROVISION FOR INCOME TAXES - Effective Income Tax HTML 50K
Rate Reconciliation (Details)
28: R65 PROVISION FOR INCOME TAXES - Deferred Tax Assets HTML 56K
and Liabilities (Details)
58: R66 BASIC AND DILUTED EARNINGS PER SHARE - Calculation HTML 62K
of EPS (Details)
90: R67 BASIC AND DILUTED EARNINGS PER SHARE - Narrative HTML 30K
(Details)
35: R68 Segment Information (Details) HTML 42K
30: R69 Quarterly Information (Unaudited) (Details) HTML 54K
14: R70 COMMITMENTS AND CONTINGENCIES - Narrative HTML 32K
(Details)
40: R71 COMMITMENTS AND CONTINGENCIES - Schedule of Future HTML 39K
Minimum Rental Payments for Operating Leases'
(Details)
77: R72 Subsequent Events (Details) HTML 34K
76: XML IDEA XML File -- Filing Summary XML 158K
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65: EXCEL IDEA Workbook of Financial Reports XLSX 91K
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‘EX-4.1’ — Instrument Defining the Rights of Security Holders
As of March 9, 2020, Profire Energy, Inc. (the “Company”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended.
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Articles
of Incorporation and Articles of Amendment to the Articles of Incorporation (the “Articles of Incorporation”) and our Amended and Restated Bylaws (as amended from time to time, the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.4 is a part. We encourage you to read our Articles of Incorporation, our Bylaws
and the applicable provisions of the Nevada Corporation Law (“NCL”) for additional information.
Description of Common Stock
We are authorized to issue 100,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. The rights, privileges and preferences of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which the Company may designate and issue in the future.
Holders of common stock possess exclusive voting rights in the Company,
except to the extent our Board of Directors (the “Board”) specifies voting power with respect to any other class of securities issued in the future. Each holder of our common stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors. Stockholders do not have any right to cumulate votes in the election of directors.
Subject to preferences that may be granted to the holders of preferred stock, each holder of our common stock is entitled to share ratably in distributions to stockholders and to receive ratably such dividends as may be declared by our Board out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, the holders of our common stock will be entitled to receive, after payment of all of our debts and liabilities and of all sums to which holders of any preferred
stock may be entitled, the distribution of any of our remaining assets on a pro-rata basis. Holders of our common stock have no conversion, exchange, sinking fund, redemption or appraisal rights (other than such as may be determined by our Board in its sole discretion) and have no preemptive rights to subscribe for any of our securities.
All of the outstanding shares of our common stock are, and the shares of common stock issued upon the conversion of any securities convertible into our common stock will be, fully paid and non-assessable.
Our common stock is listed on The NASDAQ Global Select Market under the symbol “PFIE.”
Election and Removal of Directors
Our
Board is elected annually by all holders of our capital stock. To be eligible for election or appointment to the Board, an individual must meet certain director qualification requirements set forth in our Bylaws. The stockholders shall elect directors by a plurality of the voting power of the stock present, in person or by proxy, at the meeting and entitled to vote on the matter.
Pursuant to the Bylaws our Directors may be removed at any time with or without cause.
Amendment
The Bylaws
may be altered, amended or repealed and new bylaws may be adopted either (i) by a majority of the board of directors or (ii) by the affirmative vote of at least 60% of the voting power of the shares of then outstanding voting stock of the corporation, voting together as a single class.
Size of Board and Vacancies
Pursuant to our Bylaws, our Board has the exclusive right to fix the size of the board and to fill any vacancies resulting from death, resignation, disqualification or removal as well as any newly created directorships arising from an increase in the size of the board.
Special
Stockholder Meetings
Our Bylaws, provide that only a majority of the total number of directors then in office may call a special meeting of the stockholders, and any business conducted at any special meeting must have been properly brought before the meeting. To be properly brought before a meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of our Board, otherwise properly brought before the meeting by or at the direction of our Board, or otherwise properly brought before the meeting by a stockholder, but, in the case of a special meeting, if and only if the notice of the meeting provides for business to be brought before the meeting by a stockholder.
Stockholder Action by Unanimous
Written Consent
Our Bylaws expressly eliminate the right of our stockholders to act by written consent. Stockholder action must take place at the annual or a special meeting of our stockholders and called in accordance with NCL.
Requirements for Advance Notification of Stockholder Nominations and Proposals
Our Bylaws, establish advance notice procedures with respect to stockholder
proposals and nomination of candidates for election as directors other than nominations made by or at the direction of our Board or a committee of our Board.
Undesignated Preferred Stock
The authority possessed by our Board to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of the Company through a merger, tender offer, proxy contest or otherwise by making such attempts more difficult or more costly. Our Board may issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of our common stock.
Authorized but Unissued Shares
Our
authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Colonial Stock Transfer, 66 Exchange Place, 1st floor Salt Lake City,
UT84111and its telephone number is (801) 355-5740.
Dates Referenced Herein and Documents Incorporated by Reference
