Ex. 2
AMENDMENT NUMBER 1 TO RIGHTS AGREEMENT
This Amendment hereby amends the Preferred Shares Rights Agreement
dated as of December 8, 1998, between RONSON CORPORATION, a New Jersey
corporation (the "Company") and Registrar and Transfer Company, with an address
at 00 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx (the "Rights Agent").
WITNESSETH
WHEREAS, the Company has entered into a Preferred Shares Rights
Agreement dated as of December 8, 1998 (the "Agreement") between the Company and
Registrar and Transfer Company; and
WHEREAS, the Board of Directors of the Company has determined to amend
the Agreement in order to clarify the expansive ability of the Board of
Directors of the Corporation to determine that an Acquiring Person, as such term
is defined in the Agreement, has become such inadvertently;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. The definition of Acquiring Person set forth in Section 1(a) of the
Agreement, is hereby amended in its entirety to read as follows:
"(a) "Acquiring Person" shall mean any Person other than Xxxxx
X. Xxxxxxx XX and his heirs, executors, administrators and assignees,
who or which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 12% or more of the Common
Shares then outstanding, but shall not include the Company, any
Subsidiary of the Company or any employee benefit plan of the Company
or of any Subsidiary of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan. Notwithstanding
the foregoing, no Person shall be deemed to be 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 12% or more of
the Common Shares of the Company then outstanding; provided, however,
that if a Person shall become the Beneficial Owner of 12% 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 (other than pursuant to a dividend or distribution paid or
made by the Company on the outstanding Common Shares in Common Shares
or pursuant to a split or subdivision of the outstanding Common
Shares), then such Person shall be deemed to be an Acquiring Person
unless upon becoming the Beneficial Owner of such additional Common
Shares of the Company such Person does not beneficially own 12% or more
of the Common Shares of the Company then outstanding. Notwithstanding
the foregoing, (i) if the Company's Board of Directors 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 if such Person divested or divests
as promptly as practicable 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 or to have become an "Acquiring
Person" as defined pursuant to the foregoing provisions of this
paragraph (a), then such Persons shall not be deemed to be or to have
become an "Acquiring Person," for any purposes of this Agreement; and
(ii) if, as of the date hereof, any Person is the Beneficial Owner of
12% or more of the Common Shares outstanding, such Person shall not be
or become an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), unless and until such time as such
Person shall become the Beneficial Owner of additional Common Shares
(other than pursuant to a dividend or distribution paid or made by the
Company on the outstanding Common
Shares in Common Shares or pursuant to a split or subdivision of the
outstanding Common Shares), unless, upon becoming the Beneficial Owner
of such additional Common Shares, such Person is not then the
Beneficial Owner of 12% or more of the Common Shares then outstanding."
2. The form of Rights Certificate attached to the Agreement and all
other related documents shall be modified, where appropriate, to make reference
to this amendment.
3. Except as so amended, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
REGISTRAR AND TRANSFER CO. RONSON CORPORATION
Rights Agent
/s/Xxxxxxx Tatler /s/Xxxxx X. Xxxxxxx XX
------------------------------ -------------------------------------
Xxxxxxx Tatler Xxxxx X. Xxxxxxx XX
Vice President President and Chief Executive Officer
