EXHIBIT 4.21
XXXXXXX PRODUCTS, INC.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of July 1,
1996 (this "Amendment"), is made by and among XXXXXXX PRODUCTS, INC. (formerly
---------
XXXXXXX ACQUISITION CORP.), a Delaware corporation (together with its
subsidiaries, unless otherwise indicated by the context, the "Company"), whose
-------
address is 000 X. Xxxxxx Xxxx, Xx. Xxxxx, Xxxxxxxx 00000, MCIT PLC, an
investment trust organized under the laws of the United Kingdom ("MCIT"),
----
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MASSMUTUAL PARTICIPATION INVESTORS,
MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED, MASSMUTUAL CORPORATE INVESTORS, THE
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY and the XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY (collectively with MCIT, the "Institutional Investors").
-----------------------
WHEREAS, a Securities Purchase Agreement (the "Agreement") was entered into
---------
on August 16, 1995, by and among the Company and the Institutional Investors,
with respect to the purchase and sale of 170,000 Shares of Series A Cumulative
Exchangeable Preferred Stock, 750,000 Shares of Common Stock and 3,448,276
Common Stock Purchase Warrants. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the Company desires to effect a 100-to-1 Reverse Stock Split (the
"Stock Split") to reduce its total authorized number of shares of capital stock
-----------
from 16,200,000 to 162,000;
WHEREAS, the parties desire to amend this Agreement to set forth their
respective ownership interests in connection with the reduction in the total
authorized number of shares of capital stock;
NOW, THEREFORE, in consideration of the mutual agreements and
understandings set forth herein, the parties hereto mutually agree as follows:
1. Section 4 of each of Warrants W-1 through W-10 is hereby amended to
read in its entirety as follows:
SECTION 4. Fractional Interests. At the option of the Holder, the
Company may be required to issue fractional Warrant Shares on the exercise
of this Warrant. Such fractional Warrant Shares may arise upon an
adjustment made pursuant to subsection 3(a). If more than one Warrant
shall
be presented for exercise in full at the same time by the same
Holder, the number of full Warrant Shares which shall be issuable upon the
exercise thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so presented. If
the Holder decides against receiving fractional Warrant Shares and if any
fraction of a Warrant Share would, except for the provisions of this
Section 4, be issuable on the exercise of any Warrants (or specified
portion thereof), upon payment in full of the Exercise Price with respect
to such fraction of a Warrant Share the Company shall pay an amount in cash
equal to the same fraction of the Current Market Price of such Warrant
Share on the day immediately preceding the date the Warrant is presented
for exercise, provided, that at the request of the Holder, the Exercise
Price with respect to such fraction of a Warrant Share may be netted
against the cash to be paid by the Company under this Section 4.
provided, that no individual stockholder's share ownership shall be deemed
--------
reduced unless all stockholders' share ownership are proportionately and
simultaneously reduced. As a result, the respective ownership percentages (but
not the number of shares held) of the Company's stockholders prior to the date
hereof will remain unchanged following the Stock Split.
2. Except as herein amended, the Agreement shall remain in full force
and effect and is ratified in all respects. On and after the effectiveness of
this Amendment, each reference in the Agreement to "this Agreement,"
"hereunder," "hereof, " "herein" or words of like import, and each reference to
the Agreement in any other agreements, documents or instruments executed and
delivered pursuant to the Agreement, shall mean and be a reference to the
Agreement, as amended by this Amendment.
3. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of the date first above written.
XXXXXXX PRODUCTS, INC. (formerly
XXXXXXX ACQUISITION CORP.)
By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
MCIT PLC
By: /s/ Xxxxx X. Xxxxxx, Xx.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Director
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
MASSMUTUAL PARTICIPATION INVESTORS
The name MassMutual Participation
Investors is the designation of the
Trustees under a Declaration of Trust
dated April 7, 1988, as amended from
time to time. The obligations of such
Trust are not binding upon, nor shall
resort be had to the property of, any of
the Trustees, shareholders, officers,
employees or agents of such Trust
individually, but the Trust's assets and
property only shall be bound.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
MASSMUTUAL CORPORATE INVESTORS
The foregoing is executed on behalf of
MassMutual Corporate Investors,
organized under a Declaration of Trust,
dated September 13, 1988, as amended
from time to time. The obligations of
such Trust are not personally binding
upon, nor shall resort be had to the
property of, any of the Trustees,
shareholders, officers, employees or
agents of such Trust, but the Trust's
property only shall be bound.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
MASSMUTUAL CORPORATE VALUE PARTNERS
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By: /s/ A. Xxxx Xxxxxxx
--------------------------------
Name: A. Xxxx Xxxxxxx
Title: Vice President
XXXX XXXXXXX MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Sr. Investment Officer
