EXHIBIT 4.1
AMENDMENT NO. 1 TO AMENDED AND
RESTATED RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (the
"Amendment"), is entered into as of the 12th day of July, 2006, by and between
CROWN CRAFTS, INC., a Delaware corporation (the "Company"), and COMPUTERSHARE
INVESTOR SERVICES, LLC (successor to SunTrust Bank) (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent entered into that certain
Amended and Restated Rights Agreement dated as of August 6, 2003 (the "Rights
Agreement");
WHEREAS, Section 27 of the Rights Agreement permits the amendment of the
Rights Agreement by the Board of Directors of the Company (the "Board"); and
WHEREAS, pursuant to a resolution duly adopted as of June 13, 2006, the
Board authorized and directed the execution and delivery of this Amendment;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights Agreement is
hereby amended by deleting the text of such Section 1(a) in its entirety and
substituting the following in lieu thereof:
"(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall
be the Beneficial Owner (as such term is hereinafter defined) of 5% or
more of the Common Shares of the Company then outstanding, but shall not
include:
(i) the Company;
(ii) any Subsidiary (as such term is hereinafter defined) of the
Company;
(iii) any employee benefit plan of the Company or any Subsidiary of
the Company;
(iv) any entity holding Common Shares for or pursuant to the terms
of any such plan;
(v) E. Xxxxxxx Xxxxxxxx or any of his lineal descendants or any
trust of which he or any such descendant is a trustee, so long as
Xx. Xxxxxxxx, any such descendant and any such trust do not
beneficially own, in the
aggregate, more than 15% of the Common Shares of the Company then
outstanding; or
(vi) any Person whose ownership (together with all Affiliates and
Associates of such Person) of 5% or more of the Common Shares of the
Company then outstanding will, in the sole discretion of the
Company's Board of Directors, not jeopardize or endanger the
availability to the Company of its net operating loss carryforwards
to be used to offset its taxable income in such year or future
years.
The Persons described in clauses (i) through (vi) above are referred
to herein as "Exempt Persons."
Notwithstanding the foregoing, (i) 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 5% or
more of the Common Shares of the Company then outstanding, provided that
if a Person shall become the Beneficial Owner of 5% 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, then such
Person shall be deemed to be an "Acquiring Person"; (ii) any Person who
would otherwise qualify as an Acquiring Person as of the close of business
on April 29, 2003 pursuant to the foregoing provisions of this paragraph
(a) shall not be deemed to be an Acquiring Person for any purpose of this
Agreement on and after such date unless and until such Person, together
with all Affiliates and Associates of such Person, shall be the Beneficial
Owner of a percentage of Common Shares of the Company then outstanding in
excess of the sum of 1% and the percentage of Common Shares of the Company
Beneficially Owned by such Person and all Affiliates and Associates of
such Person as of the close of business on April 29, 2003, provided that
the foregoing exclusion shall cease to apply with respect to any Person at
such time as such Person, together with all Affiliates and Associates of
such Person, ceases to Beneficially Own 5% or more of the Common Shares of
the Company then outstanding; and (iii) 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 (a), 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 (a), then such Person shall not
be deemed to be an Acquiring Person for any purposes of this Agreement."
2. AMENDMENT OF SECTION 20. Section 20 of the Rights Agreement is hereby
amended by adding the following as subsection (l) thereto:
2
"(l) 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."
3. AMENDMENT OF SECTION 21. Section 21 of the Rights Agreement is hereby
amended by adding the following sentence immediately after the first sentence of
such Section 21:
"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
notice required hereunder will be sent by the Company."
4. EFFECTIVENESS. This Amendment shall be effective as of the date hereof,
and except as specifically amended hereby, the Rights Agreement is hereby
reaffirmed by each of the parties hereto and shall remain unchanged and in full
force and effect.
5. CERTIFICATION. The undersigned officer of the Company certifies by the
execution hereof that this Amendment complies with the terms of Section 27 of
the Rights Agreement.
6. ENTIRE AGREEMENT; SEVERABILITY. This Amendment (together with the
Rights Agreement) contains the entire agreement among the parties hereto
relating to the matters provided herein, and no representations, promises or
agreements, oral or otherwise, not expressly contained or incorporated by
reference herein or therein shall be binding on the parties hereto. The
provisions of this Amendment are severable and the invalidity of one or more of
the provisions herein shall not have any effect upon the validity or
enforceability of any other provision hereof.
7. GOVERNING LAW. This Amendment shall be governed by, construed and
enforced in accordance with the laws of the State of Georgia, without giving
effect to any principles of conflict of laws.
8. COUNTERPARTS. This Amendment may be executed and delivered (including
delivery by facsimile) in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
agreement.
[Signature page follows.]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
CROWN CRAFTS, INC.
By: /s/ E. Xxxxxxx Xxxxxxxx
-------------------------------------------------
E. Xxxxxxx Xxxxxxxx
President and Chief Executive Officer
COMPUTERSHARE INVESTOR SERVICES, LLC, AS RIGHTS AGENT
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxx
-----------------------------------------------
Title: Sr. Director, Relationship Management
----------------------------------------------
4
