EXHIBIT 10.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
BETWEEN
SENTRY TECHNOLOGY CORPORATION
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY
This Agreement, made as of this 8th day of August, 2000 between Sentry
Technology Corporation, a Delaware corporation (the "Company"), and American
Stock Transfer & Trust Company, a New York banking corporation (the "Rights
Agent"), amends the Rights Agreement dated as of July 23, 1999 between the
Company and the Rights Agent (the "Rights Agreement").
WHEREAS, the Company and Dutch A & A Holding B.V., a Netherlands
corporation ("Purchaser"), intend to enter into a Stock Purchase Agreement (the
"Purchase Agreement") pursuant to which, among other things, Purchaser shall
have the right to acquire new shares of the Company's Common Stock, par value
$0.001 per share, representing up to 60% of the shares of Common Stock
outstanding at the time of acquisition (the "Acquisition"). The Board of
Directors of the Company has approved the Purchase Agreement and the issuance of
such Common Stock, subject to stockholder approval and the satisfaction of the
other conditions set forth in the Purchase Agreement.
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in order to reflect the
foregoing, and the Company and the Rights Agent desire to evidence such
amendment in writing;
NOW THEREFORE, intending to be legally bound, the Company and the
Rights Agent hereby agree that the Rights Agreement is hereby amended as set
forth below:
1. Section 1(a) of the Rights Agreement is amended to add the
following sentence at the end thereof:
Notwithstanding anything in this Rights Agreement to the contrary,
neither Dutch A&A Holdings B.V. (the "Purchaser"), nor any Affiliates
or Associates of the Purchaser, individually or collectively, shall be
deemed to be an "Acquiring Person" solely as a result of (i) the
announcement, approval, execution or delivery of the Purchase
Agreement, (ii) the consummation of the Acquisition or (iii) the
consummation of the other transactions contemplated by the Purchase
Agreement.
2. The following Sections 1(b) and 1(v) are inserted into the Rights
Agreement, and all subsequent subsections of Section 1 are renumbered
accordingly, and all cross-references to such renumbered subsections are changed
to refer to such subsections as if renumbered:
1(b) "Acquisition" shall mean the purchase of Common Stock by the
Purchaser or any assignee of the Purchaser pursuant to the terms and
conditions of the Purhase Agreement.
1(v) "Purchase Agreement" shall mean the Securities Purchase
Agreement by and between Purchaser and Sentry Technology Corporation,
dated as of August 8, 2000.
3. Section 1(cc) of the Rights Agreement is hereby renumbered as
Section 1(ee) and is amended to add the following sentence at the end thereof:
Notwithstanding anything in this Rights Agreement to the contrary,
neither (i) the announcement, approval, execution or delivery of the
Purchase Agreement, (ii) the consummation of the Acquisition or (iii)
the consummation of the other transactions contemplated in the
Purchase Agreement shall be deemed to be a Section 11(a)(ii) Event.
4. Section 1(hh) of the Rights Agreement is hereby renumbered as
Section 1(jj) and is amended to add the following sentence at the end thereof:
Notwithstanding anything in this Rights Agreement to the contrary, a
"Stock Acquisition Date" shall not be deemed to have occurred as a
result of (i) the announcement, approval, execution or delivery of the
Purchase Agreement, (ii) the consummation of the Acquisition or (iii)
the consummation of any of the other transactions contemplated by the
Purchase Agreement.
5. Section 3(a) of the Rights Agreement is amended to add the
following sentence at the end thereof:
Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as a
result of (i) the announcement, approval, execution or delivery of the
Purchase Agreement, (ii) the consummation of the Acquisition or (iii)
the consummation of any of the other transactions contemplated by the
Purchase Agreement.
6. Section 11(a)(ii) of the Rights Agreement is amended to add the
following sentence at the end thereof:
Notwithstanding anything in this Rights Agreement to the contrary,
neither (i) the announcement, approval, execution or delivery of the
Purchase Agreement, (ii) the consummation of the Acquisition or (iii)
the consummation of the other transactions contemplated in the
Purchase Agreement shall be deemed to be an event described in this
Section 11(a)(ii) and shall not cause the Rights to be adjusted or
exercisable in accordance with this Section 11.
7. Section 13(d) of the Rights Agreement is amended to add the
following sentence after the first sentence thereof:
Notwithstanding anything in this Rights Agreement to the contrary,
neither (i) the announcement, approval, execution or delivery of the
Purchase Agreement, (ii) the consummation of the Acquisition or (iii)
the consummation of the other transactions contemplated in the
Purchase Agreement shall be deemed to be an event described in this
Section 13 and shall not cause the Rights to be adjusted or
exercisable in accordance with this Section 13.
8. EFFECTIVENESS. This Amendment shall be deemed effective as of
August 8, 2000. Except as amended hereby, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
9. MISCELLANEOUS. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts made and performed entirely within such state. This Amendment may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument. If any provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: SENTRY TECHNOLOGY CORPORATION
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx X.X. Xxxxxxxxxx
--------------------------- ----------------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx X. X. Xxxxxxxxxx
Title: Secretary Title: Interim Chief Executive Officer
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------- -----------------------------------
Name: Xxxxx Xxxxxxxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
