Exhibit 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated January 23, 2001, to the Rights Agreement (the
"Rights Agreement"), dated January 7, 1998, between Standard Microsystems
Corporation, a Delaware corporation ("Company") and American Stock Transfer &
Trust Company, a New York banking corporation (the "Rights Agent"). The parties
agree as follows:
1. Capitalized terms not otherwise defined herein will have the
respective meanings given them in the Rights Agreement.
2. The following is added at the end of Section 1(a): "Unless the Board
of Directors of the Company shall otherwise determine, which
determination shall become effective for purposes hereof five Business
Days after notice of such determination shall have been given to
Citigroup, Inc., a Delaware corporation ("Citigroup"), neither
Citigroup nor any person controlled (as defined in Rule 12b-2 under
the Exchange Act) by Citigroup shall be an Acquiring Person, so long
as (I) Citigroup's beneficial ownership of Company Common Stock as of
the date hereof does not exceed, and Citigroup hereafter does not make
any acquisition of beneficial ownership of any Company equity security
immediately following which Citigroup's beneficial ownership exceeds,
28% of Company's outstanding Common Stock, and (ii) each of Citigroup
and each Person controlled by Citigroup is (and remains) eligible to
and does report its beneficial ownership of Company equity securities
on Schedule 13G. Any notice to Citigroup shall be deemed given, if
delivered personally or by overnight courier by 4:00 PM New York City
time on a Business Day, on the date of delivery; if transmitted by
facsimile or email by 4:00 PM New York City time on a Business Day, on
the date shown by electronic confirmation of receipt; and otherwise,
on the first succeeding Business Day following such delivery or
receipt (as so confirmed); or, if mailed, three days after mailing by
registered or certified mail, return receipt requested; and, in each
case, addressed to each of: Citigroup, Inc., 000 Xxxx Xxxxxx, Xxx Xxxx
XX 00000, Attn: Director, Global Compliance, facsimile: 000-000-0000,
email: xxxxxxxxxxxxxxxx@xxxx.xxx; and Xxxxxxx Xxxxx Xxxxxx Inc., 0
Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attn: General Counsel, Asset
Management, facsimile: 000-000-0000, email:xxxx.xxxxxxxxx@xxxx.xxx."
3. Except as set forth herein, the Rights Agreement remains in full force
and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 1 as of the
date first written above.
AMERICAN STOCK TRANSFER & STANDARD MICROSYSTEMS
TRUST COMPANY CORPORATION
By: /s/ SIGNATURE By: /s/ XXXXXX X. XXXXXX
-------------------------------- ---------------------
Authorized signatory Xxxxxx X. Xxxxxx
Xx. Vice President and CFO
