Exhibit 4.12
AMENDMENT NO. 5 TO RIGHTS AGREEMENT
This Amendment No. 5, entered into as of the 23rd day of March, 2001,
by and among SPHERION CORPORATION, a Delaware corporation (formerly known as
Interim Services Inc.) (the "COMPANY") and BANK OF NEW YORK, a New York trust
company ("BONY") amends that certain Rights Agreement, dated March 17, 1994,
entered into by the Company and Boatmen's Trust Company (the "RIGHTS
AGREEMENT").
RECITALS
A. Pursuant to the Rights Agreement, the Company appointed Boatmen's Trust
Company as the initial rights agent to act as agent for the Company and
the holders of the Rights in accordance with the terms and conditions
of the Rights Agreement.
B. The Company, Boatmen's Trust Company and Chase entered into that
certain Amendment No. 1 to Rights Agreement dated June 26, 1996 whereby
the Company removed Boatmen's as rights agent and appointed Chase as
Successor Rights Agent in accordance with the terms and conditions of
said Rights Agreement.
C. The Company and Chase entered into that certain Amendment No. 2 to
Rights Agreement dated February 25, 1997, whereby certain additional
provisions of the Rights Agreement were amended.
D. The Company and Chase entered into that certain Amendment No. 3 to
Rights Agreement dated January 20, 1998, whereby the Company increased
the Purchase Price as established in the Rights Agreement.
E. The Company, Chase and BONY entered into that certain Amendment No. 4
to Rights Agreement dated November 21, 2000, whereby the Company
removed ChaseMellon Shareholder Services, L.L.C., a New York limited
liability company ("CHASE") as rights agent and appointed BONY
Successor Rights Agent in accordance with the terms and conditions of
said Rights Agreement.
F. The Company now wishes to further amend the Rights Agreement, as
provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and in the Rights Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Rights Agent hereby agree as follows:
(1) The Rights Agreement is hereby amended in its entirety as necessary
or appropriate to reflect the Company's name change from Interim Services Inc.
to Spherion Corporation.
(2) Section 13(a) of the Rights Agreement is hereby amended to cure any
ambiguity by inserting the following sentence at the end of the paragraph:
"Neither this Section 13(a) nor any section in this Rights Agreement shall be
implicated by the Company's sale of its securities in its wholly-owned
subsidiary, Xxxxxxx Page International plc (formerly known as Xxxxxxx Page Group
plc) in an initial public offering."
(3) In all other respects, except as herein stated, the Rights
Agreement, as previously amended, shall remain in full force and effect.
(4) This Amendment No. 5 may be executed in counterparts, each of which
shall constitute an original, and both of which shall together constitute but
one and the same instrument. Capitalized terms not defined herein shall, unless
the context otherwise requires, have the meanings assigned to such terms in the
Rights Agreement. The preamble and recitals hereto are hereby incorporated into
this Amendment No. 5 and made a part hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5
to Rights Agreement to be duly executed, effective as of the date first above
written.
SPHERION CORPORATION BANK OF NEW YORK
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx Xxxxxxxx Name: Xxxx X. Xxxxxxxxx
Title: Vice President Title: Vice President
