EXHIBIT 10.15
AMENDMENT NO. 4
TO RIGHTS AGREEMENT
AMENDMENT NO. 4 (this "Amendment"), dated as of September 13, 1996, to the
Rights Agreement, dated as of May 18, 1989, as amended to the date hereof (the
"Rights Agreement"), between StreamLogic Corporation, a Delaware corporation
(the "Company"), and First Interstate Bank of California or its successor, as
rights agent (the "Rights Agent").
RECITALS
WHEREAS, at a meeting of the Board of Directors of the Company (the
"Board") held on September 13, 1996, the Board considered whether, and on what
terms, the Company would: (a) enter into an amendment to that certain letter
agreement, between the Company and Xxxxxx Xxxxxx & Company, L.P. ("Xxxxxx
Xxxxxx") pursuant to which Xxxxxx Xxxxxx' would agree to advise its clients to
tender to the Company any and all of their 6% Convertible Subordinated
Debentures due 2012 (the "6% Debentures"); and (b) make an offer to exchange any
and all of its 6% Debentures for such consideration (including, without
limitation, any combination of cash, promissory notes, Common Shares (as such
term is defined in the Rights Agreement) and warrants to purchase Common Shares)
as may be determined by the Board, which offer to exchange would conform to the
terms and conditions contained in the Tender Agreement (as defined below);
WHEREAS, Xxxxxx Xxxxxx has indicated that, as a precondition to its
entering an amended Tender Agreement, the Company must agree to take all action
necessary to ensure that neither Xxxxxx Xxxxxx nor any institutional client of
Xxxxxx Xxxxxx will be deemed to be an "Acquiring Person" under the Rights
Agreement solely by virtue of holding or acquiring any Common Shares (whether
issued directly or upon the exercise of warrants) or warrants issued pursuant to
the offer to exchange;
WHEREAS, the Board has considered the manner in which the Rights Agreement
would operate in the event the Company were to proceed with the offer to
exchange;
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WHEREAS, the Board has: (a) determined that it is in the best interests of
the Company and its stockholders to amend the Rights Agreement to ensure that
none of Xxxxxx Xxxxxx, any institutional client of Xxxxxx Xxxxxx or any other
Person acting with respect to a Tender Agreement will be deemed to be an
Acquiring Person solely because Xxxxxx Xxxxxx, such institutional client or such
other Person, as applicable, shall have acquired, or be holding, Common Shares
or warrants issued to Xxxxxx Xxxxxx, such institutional client or such other
Person, as applicable, pursuant to an offer to exchange; and (b) authorized such
an amendment;
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement, as authorized by Section 26 of the Rights Agreement, by altering,
adding and deleting the provisions set forth herein in the manner set forth
below; and
WHEREAS, the parties have complied with or satisfied all conditions
necessary to the amendment of the Rights Agreement;
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. All terms used herein as defined terms which are
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not defined in this Amendment shall have the meanings ascribed to them in the
Rights Agreement.
SECTION 2. Amendment to Rights Plan. Section 1(a) of the Rights Agreement
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shall be deleted in its entirety and replaced by a new Section 1(a), which shall
read as follows:
(a)(i) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 20% or more
of the Common Shares of the Company then outstanding but shall not include
the Company, any Subsidiary of the Company or any employee benefit plan of
the Company or of any Subsidiary of the Company or any entity holding
shares of capital stock of the Company for or pursuant to the terms of any
such plan, in its capacity as an agent or trustee for any such plan.
(ii) Notwithstanding anything to the contrary in the foregoing, for
purposes of this Agreement and the definition of Acquiring Person, no
Person shall be deemed to be the Beneficial Owner of, or to beneficially
own, securities which
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such Person or any of such Person's Affiliates or Associates may acquire,
does or do acquire, or may be deemed to have the right to acquire as or
pursuant to (A) any Xxxxxxx Note Agreement (as defined below), (B) any
Xxxxxxx Convertible Notes (as defined below), (C) any Common Shares issued
or issuable on conversion of any Xxxxxxx Convertible Notes, (D) any Xxxxxxx
Warrant Agreement (as defined below), (E) any Xxxxxxx Warrants (as defined
below), or (F) any Common Shares issued or issuable on exercise of any
Xxxxxxx Warrants. "Xxxxxxx Note Agreement" shall mean any agreement
approved by resolution of the Board entered into after the date of
Amendment No. 1 to this Agreement between the Company and Xxxxxxx Dividend
Fund, A Series of Xxxxxxx Investments, a Massachusetts business trust,
relating to the issuance of a newly created series of Xxxxxxx Convertible
Notes. "Xxxxxxx Convertible Notes" shall mean any debt securities
convertible into Common Shares which are issued by the Company after the
date of Amendment No. 1 to this Agreement pursuant to any Xxxxxxx Note
Agreement. "Xxxxxxx Warrant Agreement" shall mean any agreement approved by
resolution of the Board that is entered into after the date of Amendment
No. 2 to this Agreement between the Company and Xxxxxxx Dividend Fund, A
Series of Xxxxxxx Investments, a Massachusetts business trust, and that
relates to the issuance of Xxxxxxx Warrants. "Xxxxxxx Warrants" shall mean
any common stock purchase warrants for Common Shares which are issued by
the Company after the date of Amendment No. 2 to this Agreement pursuant to
any Xxxxxxx Warrant Agreement.
(iii) Also notwithstanding anything to the contrary in the foregoing,
neither Xxxxxx Xxxxxx nor any other Person shall be deemed to be the
Beneficial Owner of, or to beneficially own, securities which such Person
or any of such Person's Affiliates or Associates may acquire, does or do
acquire, or may be deemed to have a right to acquire, as or pursuant to or
in connection with any Tender Agreement (as defined below) or the issuance
of securities pursuant to the consummation of any Offer to Exchange (as
defined below), including without limitation the later issuance of any
Common Shares in connection with the exercise of any warrants or other
securities that were a part of any such issuance. "Offer to Exchange" shall
mean any offer by the Company to exchange any or all of the Company's
outstanding 6% Convertible Subordinated Debentures due 2012 ("6%
Debentures") for such consideration as is approved by the Board (including,
without limitation, one of or any combination of cash, promissory notes,
Common Shares and warrants to purchase Common Shares. "Tender Agreement"
shall mean any agreement approved by resolution of the Board between the
Company and any Person, including, without limitation, Xxxxxx Xxxxxx &
Company, L.P. ("Xxxxxx Xxxxxx"), that specifies the terms under which such
Person will tender any and all of its 6% Debentures to the Company or will
advise its clients to tender any and all of their 6% Debentures to the
Company.
SECTION 3. Miscellaneous. This Amendment may be executed in one or more
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counterparts, each of which shall be deemed to be an original, but all of which
taken together shall
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constitute one and the same agreement. This Amendment shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware.
(signature page follows)
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IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be executed as of the date and year first above written.
THE COMPANY
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STREAMLOGIC CORPORATION
Attest:
By: /s/ Xxxxxxx XxXxxxx By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxxx XxXxxxx Name: Xxxxxx Xxxxxx
Its: Its: Treasurer
THE RIGHTS AGENT
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FIRST INTERSTATE BANK OF CALIFORNIA
(or its successor)
Attest:
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Lug
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Name: Xxxxxx Xxxxxxx Name: Xxxxxx Lug
Its: Assistant Vice President Its: Vice President
ChaseMellon Shareholder Services
as successor
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