Exhibit 4.2
AMENDMENT NO. 2
TO
RIGHTS AGREEMENT
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (the "Amendment") is entered into
as of March 19, 2002, between RSA Security Inc., a Delaware corporation (the
"Company"), and EquiServe Trust Company, N.A. (the "Rights Agent"). Capitalized
terms not otherwise defined herein shall have the meanings given them in the
Rights Agreement dated as of July 20, 1999, as amended, between the parties
hereto.
RECITALS
WHEREAS, the Board of Directors of the Company has determined that it is
in the best interests of the Company to amend the Rights Agreement to modify the
definition of Acquiring Person to exclude certain stockholders of the Company
from such definition in specified circumstances; and
WHEREAS, the Company has determined that the Rights Agreement be amended
in accordance with Section 27 of the Rights Agreement, as set forth herein, and
the Rights Agent is hereby directed to join in the amendment to the Rights
Agreement as set forth herein.
AGREEMENT
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended to read in its
entirety as follows:
"(a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person
organized, appointed or established by the Company for or pursuant to the terms
of any such plan, or (v) an Exempted Person. Notwithstanding the foregoing, (x)
if the Board determines in good faith that a Person who would otherwise be an
"Acquiring Person", as defined pursuant to the foregoing provisions of this
paragraph (a), has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of shares of Common Stock so that
such Person would no longer be an "Acquiring Person", as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall not be deemed
to be an "Acquiring Person" for any purposes of this Agreement unless and until
such Person shall again become an "Acquiring Person" and (y) any such Person who
becomes the Beneficial Owner of fifteen percent (15%) or more of the shares of
the Common Stock then outstanding as a result of a reduction in the number of
shares of Common Stock then outstanding due to the repurchase of shares of
Common Stock by
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the Company shall not be deemed to be an "Acquiring Person" for any purposes of
this Agreement unless and until such Person, after becoming aware that such
Person has become the Beneficial Owner of fifteen percent (15%) or more of the
shares of Common Stock then outstanding, acquires beneficial ownership of any
additional shares of Common Stock representing one percent (1%) or more of the
shares of Common Stock then outstanding."
2. Section 1(ff) of the Rights Agreement is hereby added as follows:
"(ff) "Exempted Person" shall mean:
(i) Citigroup Inc., a Delaware corporation ("Citigroup"),
which prior to the date of this Amendment reported that it is the
Beneficial Owner of more than 15% of the Company's Common Stock then
outstanding, unless and until the earlier of such time as Citigroup,
directly or indirectly, becomes the Beneficial Owner of (x) more than 24%
of the Common Stock then outstanding (other than under circumstances
described in the second sentence of Section 1(a) hereof (replacing for
purposes of this clause (x) all references in Section 1(a) to 15% with
24%)) or (y) less than 15% of the Common Stock then outstanding, in either
of which event, Citigroup immediately shall cease to be an Exempted
Person;
(ii) Xxxxxxx Xxxxx Xxxxxx Holdings Inc., a New York
corporation ("SSBH"), which prior to the date of this Amendment reported
that it is the Beneficial Owner of more than 15% of the Company's Common
Stock then outstanding, unless and until the earlier of such time as SSBH,
directly or indirectly, becomes the Beneficial Owner of (x) more than 23%
of the Common Stock then outstanding (other than under circumstances
described in the second sentence of Section 1(a) hereof (replacing for
purposes of this clause (x) all references in Section 1(a) to 15% with
23%)) or (y) less than 15% of the Common Stock then outstanding, in either
of which event, SSBH immediately shall cease to be an Exempted Person;
(iii) Salomon Brothers Holding Company Inc., a Delaware
corporation ("SBHC"), which prior to the date of this Amendment reported
that it is the Beneficial Owner of more than 15% of the Company's Common
Stock then outstanding, unless and until the earlier of such time as SBHC,
directly or indirectly, becomes the Beneficial Owner of (x) more than 22%
of the Common Stock then outstanding (other than under circumstances
described in the second sentence of Section 1(a) hereof (replacing for
purposes of this clause (x) all references in Section 1(a) to 15% with
22%)) or (y) less than 15% of the Common Stock then outstanding, in either
of which event, SBHC immediately shall cease to be an Exempted Person; and
(iv) Xxxxxxx Xxxxx Xxxxxx Inc., a New York corporation
("SSB"), which prior to the date of this Amendment reported that it is the
Beneficial Owner of more than 15% of the Company's Common Stock then
outstanding, unless and until the earlier of such time as SSB, directly or
indirectly, becomes the Beneficial Owner of (x) more than 22% of the
Common Stock then outstanding (other than under circumstances described in
the second sentence of Section 1(a) hereof (replacing for purposes of this
clause (x) all references in Section 1(a) to 15% with 22%)) or (y) less
than 15% of the Common Stock
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then outstanding, in either of which event, SSB immediately shall cease to
be an Exempted Person."
3. Except as amended hereby, the Rights Agreement shall remain unchanged
and shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their respective duly authorized representatives as of the date first above
written.
RSA SECURITY INC.
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: President and Chief Executive Officer
EQUISERVE TRUST COMPANY, N.A.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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