Exhibit 10.14
AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT is entered into as of May 17, 2001 by and between SIGHT
RESOURCE CORPORATION, a Delaware corporation (the "Company"), and AMERICAN STOCK
TRANSFER & TRUST COMPANY (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into that
certain Rights Agreement, dated as of May 15, 1997 (the "Rights Agreement");
WHEREAS, the Board of Directors of the Company has authorized and
directed the Company to execute and deliver this Amendment to the Rights
Agreement; and
WHEREAS, the Company and the Rights Agent are authorized to execute and
deliver this Amendment pursuant to the provisions of Section 27 of the Rights
Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Section 1. Amendment to Rights Agreement. The definition of "Acquiring
Person" as set forth in Section 1 of the Rights Agreement is amended by deleting
the first sentence thereof and substituting in lieu thereof the following:
"Acquiring Person" 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 Common Shares of the Company
then outstanding, but shall not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan of the
Company or any Subsidiary of the Company, or (iv) any entity holding
Common Shares for or pursuant to the terms of any such employee benefit
plan. Notwithstanding the foregoing, (1) 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 15% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall so become the
Beneficial Owner of 15% or more of the Common Shares of the Company
then outstanding by reason of an acquisition of Common Shares by the
Company and shall, after such share purchases by the Company, become
the Beneficial Owner of an additional 1% of the outstanding Common
Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person"; (2) 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, 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, then such
Person shall not be deemed to have become an "Acquiring Person" for any
purposes of this Agreement; (3) neither The Carlyle Group nor any of
its Affiliates shall be deemed to have become an "Acquiring Person for
any purposes of this Agreement solely as the result of the consummation
of the transactions contemplated by Series B Convertible Preferred
Stock Purchase Agreement dated as of October 9, 1997 (the "Purchase
Agreement"), including, without limitation, the purchase of the Series
B Preferred Stock and the issuance of shares of Common Stock upon the
conversion of the Series B Preferred Stock and upon the exercise of the
warrants issued pursuant to the Purchase Agreement, provided, however,
that the foregoing exception shall not apply if The Carlyle Group or
any of its Affiliates becomes the Beneficial Owner of 15% or more of
the Common Shares of the Company then outstanding in any manner other
than as contemplated by the Purchase Agreement; (4) no Purchaser (as
that term is defined in the Common Stock Purchase Agreement by and
among the Company, xxxxxxx.xxx, Inc., a Delaware Corporation
("Xxxxxxx.xxx") and certain purchasers of Company common stock, dated
as of May 23, 2001 (the "Stock Purchase Agreement")) listed on Exhibit
A to the Stock Purchase Agreement shall be deemed to have become an
"Acquiring Person" for any purposes of this Agreement solely as the
result of the consummation of the transactions contemplated by the
Purchase Agreement and the Agreement and Plan of Merger, by and among
the Company, Xxxxxxx.xxx and Eyeshop Acquisition Corporation, a
Delaware Corporation, dated May 23, 2001 (the "Merger Agreement"),
including, without limitation, the purchase of Common Shares; (5) no
shareholder of Xxxxxxx.xxx who receives shares of Common Shares as a
result of the consummation of the transactions contemplated by Stock
Purchase Agreement and the Merger Agreement shall be deemed to have
become an "Acquiring Person" for any purposes of this Agreement; and
(6) no Person who, pursuant to a Common Stock Purchase Agreement
between the Company and such person entered into between April 2, 2001
and September 30, 2001 who purchases Common Shares up to, but not
exceeding, $2,500,000 shall be deemed to have become an "Acquiring
Person" for any purposes of this Agreement.
Section 2. Rights Agent. In accordance with the provisions of Section
27 of the Rights Agreement, upon the delivery of a certificate from an
appropriate officer of the Company that states that this Amendment is in
compliance with the terms of Section 27 of the Rights Agreement, the Rights
Agent shall execute this Amendment, shall be under no obligation to investigate
such compliance, and shall be fully protected hereunder and thereunder by so
doing.
Section 3. Effect of Amendment. The parties hereby ratify and confirm
all of the provisions of the Rights Agreement, as amended hereby, and agree and
acknowledge that the Rights Agreement as so amended remains in full force and
effect.
Section 4. Governing Law. 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 to be made and performed entirely within such State.
Section 5. Counterparts. This 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 but one
and the same instrument.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
Attest: SIGHT RESOURCE CORPORATION
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: CFO Title: President
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxxx
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Title: Assistant Secretary Title: Vice President
