1
Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement, dated as of October 24, 2000 (this
"Amendment"), is entered into by and between Romac International, Inc. (n/k/a
xxxxxx.xxx, Inc.), a Florida corporation (the "Company"), and State Street Bank
and Trust Company, a Massachusetts trust company (the "Rights Agent").
BACKGROUND
The Company and the Rights Agent entered into a Rights Agreement,
dated as of October 28, 1998 (the "Rights Agreement") for the purposes and on
the terms and conditions set forth in the Rights Agreement. The Company and the
Rights Agent now desire to amend certain provisions of the Rights Agreement as
set forth below. Except as otherwise indicated in this Amendment, capitalized
terms used in this Amendment are defined in the Rights Agreement.
Accordingly, in consideration of the premises and the mutual
agreements set forth in this Amendment, the parties agree as follows:
TERMS
1. AMENDMENTS.
A. Section 1. The second sentence of Section 1(a) of
the Rights Agreement is deleted in its entirety and is replaced with:
Notwithstanding the foregoing, (i) no Person shall become an
"Acquiring Person" as a result of an acquisition of Common
Stock by the Company which, by reducing the aggregate number
of shares of Common Stock outstanding, increases the
percentage of the total number of shares of Common Stock
outstanding which are beneficially owned by such Person to
15% or more; provided however, that if a Person shall become
the Beneficial Owner of 15% or more of the Common Stock then
outstanding by reason of purchases of Common Stock by the
Company and such Person shall, after such share purchases by
the Company, become the Beneficial Owner of additional shares
of Common Stock totaling 1% or more of the shares of Common
Stock then outstanding, then such Person shall constitute an
"Acquiring Person" and (ii) if the Board of Directors of the
Company
2
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 in good faith, and, if requested by the
Board of Directors, such Person agrees to divest himself of 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.
B. Section 23. The second sentence of Section 23(a) of
the Rights Agreement is deleted in its entirety.
2. COUNTERPARTS AND FACSIMILE SIGNATURES. This Amendment may be
executed in any number of counterparts, each of which shall be an original but
together shall constitute one and the same instrument. Facsimile signatures
shall have the same effect as original signatures.
3. FULL FORCE AND EFFECT. Except as hereby amended, the Rights
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the first date written above.
ROMAC INTERNATIONAL, INC. (N/K/A XXXXXX.XXX, INC.)
By: /s/ XXXXX X. XXXXXX
------------------------------------------
Xxxxx X. Xxxxxx
President and Chief Executive Officer
STATE STREET BANK AND TRUST COMPANY, AS RIGHTS AGENT
By: /s/ XXXXXXX X. XXXXX
------------------------------------------
Xxxxxxx X. Xxxxx
Vice President
