EXHIBIT 4.3
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment"), is entered
into by and between Laser-Pacific Media Corporation, a Delaware corporation (the
"Company") and U.S. Stock Transfer Corporation, as rights agent (the "Rights
Agent"), and shall be deemed effective as of July 31, 2003 (the "Effective
Date").
RECITALS
WHEREAS, the Company and Rights Agent entered into a Rights Agreement,
dated as of January 12, 2001 (the "Rights Agreement"), to provide for the
distribution of preferred share purchase rights for each share of Company common
stock outstanding as of January 24, 2001, which rights represent the right to
purchase one one-hundredth of a preferred share of the Company upon a
Distribution Date, as defined therein, and subject to the terms and conditions
set forth in the Rights Agreement;
WHEREAS, the Company, Eastman Kodak Company ("Kodak") and OS Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Kodak ("Merger
Sub") contemplate entering into an Agreement and Plan of Merger (the "Merger
Agreement"), whereby, upon execution of such Merger Agreement, receipt of
requisite stockholder approval and the satisfaction of certain other
preconditions, Merger Sub will be merged with and into the Company (the
"Merger"), with the Company remaining the surviving corporation and each share
of Company common stock being entitled to the Merger Consideration (as defined
in the Merger Agreement) set forth in the Merger Agreement;
WHEREAS, the Board believes it is advisable and in the best interests of
the Company and its stockholders to amend the Rights Agreement to allow Kodak or
any wholly-owned subsidiary of Kodak to acquire all of the Company's outstanding
common stock, but not less than all, without triggering the preferred share
purchase rights under the Rights Agreement, provided Kodak or any wholly-owned
subsidiary of Kodak acquires all outstanding shares of common stock of the
Company, pursuant to the terms of the Merger Agreement, on or before the Closing
Date (as defined in the Merger Agreement) of the Merger;
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement to permit the
transactions contemplated by the Merger Agreement without causing a Distribution
Date under the terms of the Rights Agreement; and
WHEREAS, the Board has voted in favor of this Amendment to extend to the
parties to the Merger Agreement additional time to consummate the Merger without
triggering a Distribution Date.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, covenants and conditions hereinafter set forth, the parties hereto
agree as follows:
ARTICLE 1
AMENDMENT
1.1 Amendment to Rights Agreement. The Rights Agreement is hereby amended
as follows:
The definition of "Exempt Person" in Section 1 of the Rights Agreement is
hereby deleted in its entirety and replaced by the following:
""Exempt Person" shall mean the Company, any wholly-owned Subsidiary of the
Company, any employee benefit plan of the Company or of a Subsidiary of the
Company, any Person holding Voting Shares for or pursuant to the terms of any
such employee benefit plan, and Eastman Kodak Company, a New Jersey corporation
("Kodak"), and any wholly-owned Subsidiary of Kodak. Notwithstanding the
foregoing, Kodak or any wholly-owned Subsidiary of Kodak shall not be deemed an
"Exempt Person" under this Agreement if Kodak or any wholly-owned Subsidiary of
Kodak does not acquire all of the outstanding Voting Shares of the Company on or
prior to the Closing Date (as defined in the Merger Agreement) pursuant to the
terms and conditions set forth in that certain Agreement and Plan of Merger by
and among Eastman Kodak Company, OS Acquisition Corp. and the Company (the
"Merger Agreement"), or if the Merger Agreement is otherwise terminated by any
party thereto prior to the Closing Date, as defined therein."
1.2 Reference to and Effect on Rights Agreement. On and after the Effective
Date, each reference in the Rights Agreement to the term "Agreement," "hereof"
or "herein" shall be deemed to refer to the Rights Agreement as amended hereby.
This Amendment and the amendment to the Rights Agreement effected hereby shall
be effective as of the Effective Date and, except as set forth herein, the
Rights Agreement shall remain in full force and effect and shall otherwise be
unaffected hereby.
ARTICLE 2
MISCELLANEOUS
2.1 Headings. The headings in this Amendment are intended solely for
convenience and shall not be construed as limiting or expanding the terms of
this Amendment.
2.2 Counterparts. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument. All counterparts shall be deemed an original of this
Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties executed this Agreement to be effective as
of the date first written above.
LASER-PACIFIC MEDIA CORPORATION
Attest: /s/ Robert McClain By: /s/ James R. Parks
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Robert McClain James R. Parks
Chief Financial Officer Chief Executive Officer
and Secretary
U.S. STOCK TRANSFER CORPORATION
Attest: /s/ Mark Cano By: /s/ William Garza
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Mark Cano William Garza
Senior Vice President Vice President