AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT
EXHIBIT 4.1
AMENDMENT NO. 2 TO AMENDED AND
RESTATED RIGHTS AGREEMENT
RESTATED RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT (the “Amendment”), is entered
into as of the 30th day of August, 2006, by and between CROWN CRAFTS, INC., a Delaware corporation
(the “Company”), and COMPUTERSHARE INVESTOR SERVICES, LLC (successor to SunTrust Bank) (the “Rights
Agent”).
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent entered into that certain Amended and Restated
Rights Agreement dated as of August 6, 2003, as amended by that certain Amendment No. 1 to Amended
and Restated Rights Agreement dated as of July 12, 2006 (as so amended, the “Rights Agreement”);
WHEREAS, Section 27 of the Rights Agreement permits the amendment of the Rights Agreement by
the Board of Directors of the Company (the “Board”); and
WHEREAS, pursuant to a resolution duly adopted as of August 21, 2006, the Board authorized and
directed the execution and delivery of this Amendment;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is hereby amended
by deleting the text of such Section 1(a) in its entirety and substituting the following in lieu
thereof:
“(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 5% or more of the Common Shares of the
Company then outstanding, but shall not include:
(i) the Company;
(ii) any Subsidiary (as such term is hereinafter defined) of the Company;
(iii) any employee benefit plan of the Company or any Subsidiary of the
Company;
(iv) any entity holding Common Shares for or pursuant to the terms of any
such plan;
(v) E. Xxxxxxx Xxxxxxxx or any of his lineal descendants or any trust of
which he or any such descendant is a trustee, so long as Xx. Xxxxxxxx, any
such descendant and any such trust do not beneficially own, in the
aggregate, more than 15% of the Common Shares of the Company then
outstanding; or
(vi) any Person whose ownership (together with all Affiliates and Associates
of such Person) of 5% or more of the Common Shares of the Company then
outstanding will, in the sole discretion of the Company’s Board of
Directors, not jeopardize or endanger the availability to the Company of its
net operating loss carryforwards to be used to offset its taxable income in
such year or future years.
The Persons described in clauses (i) through (vi) above are referred to herein
as “Exempt Persons.”
Notwithstanding the foregoing, (i) no Person shall become an “Acquiring Person”
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 5% or more of the Common Shares of the Company
then outstanding, provided that if a Person shall become the Beneficial Owner of 5%
or more of the Common Shares of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional Common Shares of the Company, then
such Person shall be deemed to be an “Acquiring Person”; (ii) any Person who would
otherwise qualify as an Acquiring Person as of the close of business on August 30,
2006 pursuant to the foregoing provisions of this paragraph (a) shall not be deemed
to be an Acquiring Person for any purpose of this Agreement on and after such date
unless and until such Person, together with all Affiliates and Associates of such
Person, shall (A) be the Beneficial Owner of a percentage of Common Shares of the
Company then outstanding in excess of the percentage of Common Shares of the Company
Beneficially Owned by such Person and all Affiliates and Associates of such Person
as of the close of business on August 30, 2006 (such Common Shares Beneficially
Owned as of August 30, 2006, the “Threshold Shares”), or (B) cease to Beneficially
Own any of the Threshold Shares and thereafter become the Beneficial Owner of any
additional Common Shares of the Company, or (C) cease to Beneficially Own 5% or more
of the Common Shares of the Company then outstanding; and (iii) if the Board of
Directors of the Company 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 Common Shares 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.”
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2. Effectiveness. This Amendment shall be effective as of the date hereof, and except
as specifically amended hereby, the Rights Agreement is hereby reaffirmed by each of the parties
hereto and shall remain unchanged and in full force and effect.
3. Certification. The undersigned officer of the Company certifies by the execution
hereof that this Amendment complies with the terms of Section 27 of the Rights Agreement.
4. Entire Agreement; Severability. This Amendment (together with the Rights
Agreement) contains the entire agreement among the parties hereto relating to the matters provided
herein, and no representations, promises or agreements, oral or otherwise, not expressly contained
or incorporated by reference herein or therein shall be binding on the parties hereto. The
provisions of this Amendment are severable and the invalidity of one or more of the provisions
herein shall not have any effect upon the validity or enforceability of any other provision hereof.
5. Governing Law. This Amendment shall be governed by, construed and enforced in
accordance with the laws of the State of Georgia, without giving effect to any principles of
conflict of laws.
6. Counterparts. This Amendment may be executed and delivered (including delivery by
facsimile) in any number of counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same agreement.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date and year first above written.
| CROWN CRAFTS, INC. | ||||||
| By: | /s/ E. Xxxxxxx Xxxxxxxx
|
|||||
| President and Chief Executive Officer | ||||||
| COMPUTERSHARE
INVESTOR SERVICES, LLC, as Rights Agent |
||||||
| By: | /s/ Xxxxxxx X. Xxxx | |||||
| Name: | Xxxxxxx X. Xxxx | |||||
| Title: | Managing Director, Relationship Management |
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