Exhibit 4.2(a)
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of December 8, 2006 (the "Amendment"), to the
Rights Agreement dated as of December 11, 1996, as previously amended on
November 15, 2004 (the "Rights Agreement"), between Xxxxxx CDT INC., a Delaware
corporation formerly known as Cable Design Technologies Corporation (the
"Company"), and Computershare Trust Company, N.A., successor to The First
National Bank of Boston (the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend any provision of the
Rights Agreement.
NOW THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are herby acknowledged, the parties hereto
agree as follows:
1. The Rights Agreement and the exhibits thereto are amended as follows:
(a)(i) The name of the Company is amended to be "Xxxxxx CDT Inc." in order
to reflect the change of the Company's name, (ii) the name of the Rights Agent
is amended to be "Computershare Trust Company, N.A.," which is the successor to
The First National Bank of Boston, and (iii) references to the foregoing in the
Rights Agreement and the exhibits thereto are correspondingly amended.
(b) Section 1(o) is amended by deleting the text thereof and substituting
the following in lieu thereof:
(o) "Exempt Person" means (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, and (iv) any Person holding Common Stock for any
such employee benefit plan or for employees of the Company or of any
Subsidiary of the Company pursuant to the terms of any such employee
benefit plan.
(c) Section 1(p) is amended by deleting the text thereof and substituting
the following in lieu thereof:
(p) "Expiration Date" means the Close of Business on December 9, 2016.
(d) Section 1(q) is amended by deleting the text thereof and substituting
the word "Reserved" in lieu thereof.
(e) Section 1(r) is amended by deleting the text thereof and substituting
the following in lieu thereof:
(r) "NASDAQ" means the NASDAQ Global Select Market.
(f) Section 1(t) is amended by deleting the text thereof and substituting
the following in lieu thereof:
(t) "Preferred Stock" means the Company's Junior Participating
Preferred Stock, Series A, par value $0.01 per share, having the rights and
preferences set forth in the Certificate of Designation, Preferences and
Rights of Junior Participating Preferred Stock, Series A, attached hereto
as Exhibit A.
(g) Section 1(v) is amended by deleting the text thereof and substituting
the following in lieu thereof:
(v) "Purchase Price" with respect to each Right is initially being
reestablished at $150.00 per one one-thousandth of a share of Preferred
Stock, shall be subject to adjustment from time to time as provided in
Sections 11 and 13, and shall be payable in lawful money of the United
States of America in cash or by certified check or bank draft payable to
the order of the Company.
(h) Section 25 is amended by deleting the text thereof and substituting the
following in lieu thereof:
SECTION 25. NOTICES. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:
Xxxxxx CDT Inc.
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: General Counsel
Subject to the provisions of Section 21, any notice or demand authorized by
this Agreement to be given or made by the Company or by the holder of any
Rights Certificate to or on the Rights Agent shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:
Computershare Trust Company, N.A.
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Client Administration
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Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate shall
be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the
registry books of the Company (or, if no Rights Certificates have been
issued, if sent by first-class mail, postage prepaid, addressed to each
holder of a certificate representing shares of Common Stock at the address
of such holder as shown on the Company's Common Stock registry books).
(i) Section 11 is amended by inserting the following as a new second
sentence thereof:
Notwithstanding the foregoing, no adjustments to the Purchase Price
pursuant to this Section 11 shall be made for the occurrence of any event
which occurred prior to November 30, 2006, that otherwise would have
required an adjustment to the Purchase Price pursuant to this Section 11.
(j) Section 20 is amended by inserting the following at the end thereof:
(k) Notwithstanding anything to the contrary contained herein, the
Rights Agent shall not be liable for any delays or failures in performance
resulting from acts beyond its reasonable control including, without
limitation, acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunction of computer facilities, or loss
of data due to power failures or mechanical difficulties with information
storage or retrieval systems, labor difficulties, war, or civil unrest.
(k) Section 21 is amended by inserting the following sentence after the
first sentence thereof:
In the event the transfer agency relationship in effect between the Company
and the Rights Agent terminates, the Rights Agent will be deemed to resign
automatically on the effective date of such termination; and any required
notice will be sent by the Company.
(l) The contents of Section 28 shall be renumbered as Subsection (a) and a
new Subsection (b) is inserted in Section 28 that reads as follows:
(b) It is understood that the TIDE Committee (as defined below) of the
Board of Directors shall review and evaluate this Agreement in order to
consider whether the maintenance of this Agreement continues to be in the
interests of the Company, its shareholders and any other relevant
constituencies of the Company, at least every three years, or sooner if any
Person shall have made a proposal to the Company, or taken any other
action, that, if effective, could cause such Person to become an Acquiring
Person hereunder, if a majority of the members of the TIDE Committee shall
deem such review and evaluation appropriate after giving due regard to all
relevant circumstances. Following each such review, the TIDE Committee will
communicate its conclusions to the full Board of Directors, including any
recommendation in light thereof as to whether
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this Agreement should be modified or the Rights should be redeemed. "TIDE
Committee" shall mean the Nominating and Corporate Governance Committee of
the Board of Directors of the Company or such other committee appointed by
the Board of Directors of the Company to fulfill the foregoing duties and
in either event shall be comprised of members of the Board of Directors who
are independent under the listing standards of Nasdaq, or any other
national securities exchange on which the Common Stock is listed, and who
is not an Acquiring Person, or an Affiliate or Associate of an Acquiring
Person, or a representative of an Acquiring Person, or of any such
Affiliate or Associate; provided, however, that a Person is nominated for
election as a director by an Acquiring Person or any such Affiliate,
Associate or representative, or the fact that an Acquiring Person or any
such Affiliate, Associate or representative votes in favor of the election
of a Person as a director, shall not, in and of itself, disqualify a Person
from being independent provided that such Person does not have any
agreement or understanding with such Acquiring Person, Affiliate, Associate
or representative with respect to how such Person will vote on any future
transaction.
(m) Exhibits B and C to the Rights Agreement is amended as follows:
(i) All references to the date "December 11, 2006" are deleted and
replaced with the date "December 9, 2016."
(ii) All references to the Purchase Price of "$150 " are deleted and
replaced with a reestablished Purchase Price of "$150."
2. Except as amended hereby, the Rights Agreement shall remain in full force
and effect.
3. This Amendment shall be governed by Sections 29 through 33 of the Rights
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above.
XXXXXX CDT INC.
By: /s/ Xxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President, Secretary and
General Counsel
COMPUTERSHARE TRUST COMPANY, N.A.
By: /s/ Xxxxx Xxxxxx-Xxxx
------------------------------------
Name: Xxxxx Xxxxxx-Xxxx
Title: Managing Director
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