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Exhibit 4.01
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This amendment, dated as of April 30, 1999, amends the Rights Agreement (the
"Rights Agreement"), dated as of July 19, 1996, between Nashua Corporation, a
Delaware corporation (the "Company"), and The First National Bank of Boston, a
national banking association (the "Rights Agent"). Terms defined in the Rights
Agreement and not otherwise defined herein are used herein as so defined.
WITNESSETH:
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WHEREAS, on July 19, 1996, the Board of Directors of the Company authorized the
issuance of Rights to purchase, on the terms and subject to the provisions of
the Rights Agreement, one one-hundredth of a share of the Company's Series B
Participating Preferred Stock;
WHEREAS, on July 19, 1996, the Board of Directors of the Company authorized and
declared a dividend distribution of one Right for every share of Common Stock of
the Company outstanding on the Record Date and authorized the issuance of one
Right (subject to certain adjustments) for each share of Common Stock of the
Company issued between the Record Date and the Distribution Date;
WHEREAS, on July 19, 1996, the Company and the Rights Agent entered into the
Rights Agreement to set forth the description and terms of the Rights; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors
now desire to amend certain provisions of the Rights Agreement.
NOW, THEREFORE, the Rights Agreement, as amended to date, is hereby further
amended as follows:
(1) Delete Section 23(c) in its entirety;
(2) Delete the proviso at the end of the second sentence of
Section 27; and
(3) Delete Section 31 in its entirety and substitute the
following:
"Section 31. SEVERABILITY.
If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions
of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated."
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to the
Rights 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: NASHUA CORPORATION
By ____________________________ By _____________________________
Xxxxx X. Xxxxxxx, Secretary Xxxxxx X. Xxxxxxx
Chairman, President and
Chief Executive Officer
Attest: THE FIRST NATIONAL BANK OF BOSTON
By ____________________________ By _____________________________
