EXHIBIT 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT is entered into as of February 27,
2004 by and between Applix, Inc., a Massachusetts corporation (the "Company")
and American Stock Transfer & Trust Company, a New York corporation, as Rights
Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement dated September 18, 2000 (the "Rights Agreement");
WHEREAS, the Rights (as defined in the Rights Agreement) are still
redeemable; and
WHEREAS, the Company has directed the Rights Agent to enter into this
Amendment No. 1 to the Rights Agreement pursuant to Section 27 of the Rights
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein, the parties agree as follows:
1. Section 1(a) is deleted and replaced in its entirety by:
"(a) `Acquiring Person' shall mean any Person who or which
together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding, but shall not include (i) the Company, (ii) any Subsidiary
of the Company, (iii) any employee benefit plan of the Company or of
any Subsidiary of the Company, or (iv) any Person organized, appointed
or established by the Company for or pursuant to the terms of any such
plan. Notwithstanding the foregoing, no Person shall become an
`Acquiring Person' as the result of an acquisition of Common Stock by
the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such
Person to 15% or more of the shares of Common Stock of the Company then
outstanding; provided, however, that if a Person shall become the
Beneficial Owner of 15% or more of the shares of Common Stock of the
Company then outstanding by reason of share purchases by the Company
and shall, after such share purchases by the Company, then such Person
shall be deemed to be an `Acquiring Person.' Notwithstanding the
foregoing, if the Board 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 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 unless and until such Person shall again become an `Acquiring
Person.' Notwithstanding the foregoing, Xxxx Fire, any Affiliate or
Associate of Xxxx Fire,
or any Person of which Xxxx Fire is an Affiliate or Associate shall
not be deemed an `Acquiring Person' for any purposes of this Agreement
unless and until such Person becomes the Beneficial Owner of 20% or
more of the shares of Common Stock of the Company then outstanding."
[END OF TEXT]
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1
to Rights Agreement, intending that it be executed under seal, as of the date
first written above.
APPLIX, INC. AMERICAN STOCK TRANSFER & TRUST
COMPANY, AS RIGHTS AGENT
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer Title: Vice President
