Exhibit 5
AMENDMENT NO. 1 TO THE
RIGHTS AGREEMENT
OF RENAISSANCE WORLDWIDE, INC.
This Amendment No. 1, dated as of November 6, 2001, amends the Rights
Agreement dated as of June 13, 2000 (the "Rights Agreement"), between
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Renaissance Worldwide, Inc., a Massachusetts corporation (the "Company"), and
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Fleet National Bank, as Rights Agent (the "Rights Agent"). Terms defined in the
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Rights Agreement and not otherwise defined herein are used herein as so defined.
W I T N E S S E T H:
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WHEREAS, on June 13, 2000, the Board of Directors of the Company authorized
the issuance of Rights to purchase, on the terms and subject to the provisions
of the Rights Agreement, shares of the Company's Preferred Stock;
WHEREAS, on June 13, 2000, the Board of Directors of the Company authorized
and declared a dividend distribution of one Right for every share of Common
Stock of the Company outstanding on the Dividend Record Date and authorized the
issuance of one Right (subject to certain adjustments) for each share of Common
Stock of the Company issued between the Dividend Record Date and the
Distribution Date;
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has approved an amendment of certain provisions of the
Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment to Section 1(x). Section 1(x) is hereby amended to read in
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its entirety as follows:
"Exempt Person" shall mean:
(i) G. Drew Conway so long as he shall be the Beneficial Owner of
less than 25% of the then outstanding shares of Common Stock of the
Company. if he acquires 25% or more of the then outstanding Common Stock of
the Company he shall cease to be an Exempt Person; and
(ii) Aquent, Inc., a Massachusetts corporation ("Aquent"), but only
with respect to any outstanding shares of Common Stock of the Company
acquired by Aquent after October 11, 2001 and prior to the termination of
the Agreement and Plan of Merger dated as of October 5, 2001 among Aquent,
JetElectro Acquisition Corp., a Massachusetts corporation and wholly-owned
subsidiary of Aquent, and the Company, as amended or
supplemented from time to time (the "Merger Agreement"). Aquent shall
cease to be an Exempt Person if, following the termination of the
Merger Agreement, it acquires any shares of Common Stock of the Company
and, at the time of such acquisition or immediately thereafter, is the
Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding.
2. Amendment to Section 7. The first sentence of Section 7 of the
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Rights Plan is hereby amended to read in its entirety as follows:
"Except as otherwise provided herein, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby in whole
or in part at any time from and after the Distribution Date and at or
prior to the Close of Business on the earlier to occur of (i) the date
on which the merger contemplated by the Merger Agreement (as defined in
Section 1(x)) is consummated or (ii) June 30, 2010 (the earlier to
occur being referred to as the "Expiration Date"), or the earlier
redemption of the Rights."
3. Amendment to Section 21. The fifth sentence of Section 21 of the
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Rights Agreement is hereby amended by inserting the phrase ",either individually
or combined with an affiliate," immediately before the phrase "a combined
capital and surplus of at least $50,000,000".
4. Effectiveness. This Amendment shall be deemed effective as of the
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date first written above, as if executed on such date. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
5. Miscellaneous. This Amendment shall be deemed to be a contract
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made under the laws of The Commonwealth of Massachusetts 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
without giving effect to the principles of conflict of laws thereof. This
Amendment may be executed in any number of counterparts, 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. If any
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
the Rights Agreement to be duly executed as of the day and year first above
written.
RENAISSANCE WORLDWIDE, INC.
By: /s/ G. DREW CONWAY
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Title: Chairman and Chief Executive Officer
Attest:
By:______________________
FLEET NATIONAL BANK
By: /s/ CAROL MULVEY-EORI
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Title: Managing Director
Attest:
By:______________________