EXHIBIT 4.2
THIRD AMENDMENT
TO
RIGHTS AGREEMENT
This THIRD AMENDMENT TO THE RIGHTS AGREEMENT dated July 8, 1996, between
Dataware Technologies, Inc., a Delaware corporation (the "Company"), and
American Stock Transfer & Trust Company, a New York corporation, as Rights
Agent, as amended to date (the "Agreement"), is dated as of August 31, 2000.
Capitalized terms used and not defined herein have the same respective meanings
as in the Agreement. Except as set forth herein, the Agreement shall remain in
force without change.
WHEREAS, on August 25, 2000, the Board of Directors of the Company
authorized the issuance and sale of shares of the Company's Series C Convertible
Preferred Stock (the "Series C Shares") and approved this Third Amendment to the
Agreement as an inducement to such issuance and sale;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Amendment. Pursuant to Section 27 of the Agreement, the
Agreement is hereby amended by deleting subsection 1(a) thereof in its entirety
and substituting therefor the following new subsection 1(a):
"(a) 'Acquiring Person' at any time 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.
Notwithstanding the foregoing, the term "Acquiring Person" shall not
include the Company, any Company Affiliate or any "Purchaser," as such term
is defined in the Convertible Preferred Stock Purchase Agreement of even
date herewith by and among the Company and the Purchasers party thereto
(the "Purchase Agreement"), as long as such Purchaser continues to be in
compliance with Section 3.14 ("Shareholder Rights Plan") of the Purchase
Agreement."
Section 2. Effect of Amendment. Except as expressly amended hereby, the
Rights Plan shall continue in full force and effect. All references in the
Agreement, any Rights Certificate or any related agreement, instrument or
document shall hereafter refer to the Agreement as amended hereby.
Section 3. Counterparts. This Third Amendment may be executed in any
number of counterparts and 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.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment 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.
[CORPORATE SEAL] DATAWARE TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx, Vice President
and Chief Financial Officer
[CORPORATE SEAL] AMERICAN STOCK TRANSFER AND TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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