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Exhibit 4.4
AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT is entered into as of November 24, 1997 by and between
SIGHT RESOURCE CORPORATION, a Delaware corporation (the "Company"), and AMERICAN
STOCK TRANSFER & TRUST COMPANY (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into that certain
Rights Agreement, dated as of May 15, 1997 (the "Rights Agreement");
WHEREAS, the Board of Directors of the Company has authorized and directed
the Company to execute and deliver this Amendment to the Rights Agreement; and
WHEREAS, the Company and the Rights Agent are authorized to execute and
deliver this Amendment pursuant to the provisions of Section 27 of the Rights
Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Section 1. Amendment to Rights Agreement. The definition of "Acquiring
Person" as set forth in Section 1 of the Rights Agreement is amended by deleting
the first sentence thereof and substituting in lieu thereof the following:
"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 Common Shares of the Company then outstanding,
but shall not include (i) the Company, (ii) any Subsidiary of the Company,
(iii) any employee benefit plan of the Company or any Subsidiary of the
Company, or (iv) any entity holding Common Shares for or pursuant to the
terms of any such employee benefit plan. Notwithstanding the foregoing,
(1) 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 15% or more of the Common Shares of
the Company then outstanding; provided, however, that if a Person shall so
become the Beneficial Owner of 15% or more of the Common Shares of the
Company then outstanding by reason of an acquisition of Common Shares by
the Company and shall, after such share purchases by the Company, become
the Beneficial Owner of an additional 1% of the outstanding Common Shares
of the Company, then such Person shall be deemed to be an "Acquiring
Person"; (2) 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, 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, then such Person shall not be deemed to have become an
"Acquiring Person" for any purposes of this Agreement; and (3) neither The
Carlyle Group nor any of its Affiliates shall be deemed to have become an
"Acquiring Person" for any purposes of this Agreement solely as the result
of the consummation of the transactions contemplated by the Series B
Convertible Preferred Stock Purchase Agreement dated as of October 9, 1997
(the "Purchase Agreement"), including, without
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limitation, the purchase of the Series B Preferred Stock and the issuance
of shares of Common Stock upon the conversion of the Series B Preferred
Stock and upon the exercise of the warrants issued pursuant to the
Purchase Agreement, provided, however, that the foregoing exception shall
not apply if The Carlyle Group or any of its Affiliates becomes the
Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding in any manner other than as contemplated by the Purchase
Agreement.
Section 2. Rights Agent. In accordance with the provisions of Section 27
of the Rights Agreement, upon the delivery of a certificate from an appropriate
officer of the Company that states that this Amendment is in compliance with the
terms of Section 27 of the Rights Agreement, the Rights Agent shall execute this
Amendment, shall be under no obligation to investigate such compliance, and
shall be fully protected hereunder and thereunder by so doing.
Section 3. Effect of Amendment. The parties hereby ratify and confirm all
of the provisions of the Rights Agreement, as amended hereby, and agree and
acknowledge that the Rights Agreement as so amended remains in full force and
effect.
Section 4. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
Section 5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
Attest: SIGHT RESOURCE CORPORATION
Xxxx X. XxxXxxxxx Xxxxxxx X. XxXxxxxx
By:____________________________ By:_______________________________
Title: VP/CFO Title: CEO
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
By:____________________________ By:______________________________
Title: Assistant Secretary Title: Vice President
