EXHIBIT 1
AMENDED RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement is entered into effective this
25th day of July, 1998 by and between Xxxxxxxx, Inc., a Minnesota corporation
(the Company) and Norwest Bank Minnesota, N.A., (the Rights Agent).
WHEREAS, the Company and the Rights Agent entered into that certain
Rights Agreement dated as of June 16, 1996 (the Agreement) and now desire to
amend Section 1(a) of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, Section 1(a) of the Rights Agreement is hereby amended
in its entirety as follows:
(a) Acquiring Person shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as such
term is hereinafter defined) and Associates (as such term is hereinafter
defined) of such Person, without the prior approval of a majority of the
Board of Directors, shall be the Beneficial Owner (as such term is
hereinafter defined) of voting securities having fifteen percent (15%)
or more of the then voting power of the Company, but shall not include
the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any entity
organized, appointed or established by the Company for or pursuant to
the terms of any such plan; provided, however, that if a Person is the
Beneficial Owner at the close of business on the date of this Agreement
of fifteen percent (15%) or more of the voting power of the Company,
such Person shall not be deemed an Acquiring Person unless and until
such Person acquires any additional Common Stock in any manner other
than pursuant to a stock dividend, stock split, recapitalization or
similar transaction that does not affect the percentage of outstanding
Common Stock beneficially owned by such Person. Notwithstanding the
foregoing or the last sentence of this Section 1(a), no Person shall
become an Acquiring Person as the result of an acquisition of Common
Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially
owned by such Person to fifteen percent (15%) or more of the then voting
power of the Company then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of fifteen percent (15%) or
more of the then voting power of the Company then outstanding by reason
of shares purchased by the Company and shall, after such share purchases
by the Company, become the Beneficial Owner of any additional Common
Stock of the Company, then such Person shall be deemed to be an
Acquiring Person. Notwithstanding the foregoing, if a majority of the
Continuing Directors then in office 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.
Notwithstanding the foregoing, Molex Incorporated and its Affiliates and
Associates shall not be deemed an Acquiring Person until such time as
any one of them becomes the Beneficial Owner of twenty-two percent (22%)
or more of the voting power of the Company and references to fifteen
percent (15%) in this Agreement shall be deemed to refer to twenty-two
percent (22%) when applied to Molex Incorporated and its Affiliates and
Associates; provided that Common Stock received by Molex Incorporated as
dividends paid or accrued on the Company's Series D Convertible
Preferred Stock (the Series D Preferred) shall be excluded from such
Beneficial Ownership calculation for Molex Incorporated and its
Affiliates and Associates so long as such Beneficial Ownership includes
only shares of the Company's Common Stock owned as of the date hereof,
shares of Series D Preferred, shares of Series D Preferred converted
into Common Stock, Common Stock received as dividends paid or accrued on
the Series D Preferred and Common Stock issued directly to Molex
Incorporated after the date hereof by the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and attested as of the day and year first above written.
XXXXXXXX, INC.
Attest:
By_______________________ By___________________________________________
Its___________________ Its______________________________________
NORWEST BANK MINNESOTA, N.A.
Attest:
By_______________________ By___________________________________________
Its____________________ Its______________________________________
