EXHIBIT 2
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Rights Agreement dated
as of August 10, 1989 between K2 Inc., a Delaware corporation (formerly known as
Xxxxxxx Industries, Inc.) (the "Company"), and Xxxxxx Trust Company of New York,
as Rights Agent (the "Rights Agent"), is made as of the 18th day of December,
1997, by and between the Company and the Rights Agent.
R E C I T A L S:
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A. The Company and the Rights Agent have entered into that certain
Rights Agreement dated as of August 10, 1989 (the "Rights Agreement").
B. The Company and the Rights Agent desire to amend the Rights
Agreement as provided below and to ratify and affirm the Rights Agreement in all
other respects.
A G R E E M E N T :
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NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties hereto covenant and agree as follows:
1. Amendment to Rights Agreement. With effect from the date of this
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Agreement, the Rights shall be amended in the following respects:
(a) Section 1(a) of the Rights Agreement is deleted in its entirety
and the following is substituted therefor:
"(a) "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 15% or more
of the Common Shares then outstanding. Notwithstanding the foregoing, no
Person shall become an "Acquiring Person" solely as the result of an
acquisition of Common Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the Common Shares then
outstanding; provided, however, that if a Person becomes the Beneficial
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owner of 15% or more of the Common Shares then outstanding by reason of
share acquisition by the Company and shall, after such share acquisitions,
become (as a result of actions taken by such Person or its Affiliates or
Associates) the Beneficial Owner of additional Common Shares equal to 1% or
more of the then outstanding shares of Common Stock, then such Person shall
be deemed to be an "Acquiring Person." In addition, "Acquiring Person"
shall not include the Company, any subsidiary (as such term is hereinafter
defined) of the Company, or any employee benefit plan of the Company or
of any Subsidiary of the Company or any entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan."
(b) Section 3(a) of the Rights Agreement is deleted in its entirety
and the following is substituted therefor:
"(a) Until the earlier of (i) the close of business on the tenth
day after the Share Acquisition Date or (ii) the close of business on the
tenth business day (or such later day as may be determined by action of the
Board of Directors prior to such time as any Person becomes an Acquiring
Person) after the date that a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan
of the Company or of any Subsidiary of the Company or any entity organized,
appointed or established by the Company for or pursuant to the terms of any
such plan) is first published, sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if,
upon consummation thereof, such Person would be the Beneficial Owner of 15%
or more of the Common Shares then outstanding (the earlier of such dates,
including any such date which is after the date of this Agreement and prior
to the issuance of the Rights, being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for
Common Shares registered in the names of the holders thereof (which
certificates shall also be deemed to be certificates for Rights) and not by
separate certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying Common Shares. As soon as
practicable after the Distribution Date, the Rights Agent will send, by
first-class, insured, postage prepaid mail, to each record holder of Common
Shares as of the close of business on the Distribution Date, at the address
of such holder shown on the records of the Company, one or more Right
certificates, in substantially the form of Exhibit B hereto (the "Right
Certificates"), evidencing one Right for each Common Share so held, subject
to adjustment as provided herein. As of the Distribution Date, the Rights
will be evidenced solely by such Right Certificates."
(c) Section 7(b) of the Rights Agreement is deleted in its entirety
and the following is substituted therefor:
"(b) The Purchase Price for each one one-hundredth of a
Preferred Share pursuant to the exercise of a Right shall initially be
$66.00, shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof, and shall be payable in lawful money of the
United States of America in accordance with paragraph (c) below."
2. Ratification and Affirmance. Subject to the foregoing, the
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undersigned hereby ratify and affirm the Rights Agreement in each and every
respect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
THE COMPANY:
K2 INC.
By:______________________________________
Xxxx X. Xxxxxx
Senior Vice President - Finance
THE RIGHTS AGENT:
XXXXXX TRUST COMPANY OF NEW YORK
By:______________________________________
Name:____________________________________
Title:___________________________________
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