Exhibit 10.1
AMENDMENT NO. 1 TO STOCKHOLDER'S AGREEMENT,
DATED MARCH 15, 1995, BETWEEN
ALLIANT TECHSYSTEMS INC.
AND
HERCULES INCORPORATED
______________________________________________
EFFECTIVE: JUNE 19, 1997
______________________________
WHEREAS, Alliant Techsystems Inc., a Delaware corporation (the "Company"),
and Hercules Incorporated, a Delaware corporation (the "Stockholder"), are
parties to that certain Stockholder's Agreement, dated March 15, 1995 (the
"Agreement").
WHEREAS, the Company and the Stockholder desire to amend the Agreement as
provided herein and, except as so amended, the Agreement as in effect on the
date hereof shall not be affected by this Amendment No. 1.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Section 3(a): Lines one through six on page 3 of the Agreement are
hereby amended to read as follows:
"(a) "During the Term, the Board of Directors of the Company (the
"Board") shall consist of not less than eight nor more than thirteen
members, of which (i) until the Company's 1998 Annual Meeting Of
Stockholders, four members (or such fewer members as may be agreed to by
Gotham Capital III, L.P. ("Gotham"), successor by merger to Capstay
Partners, L.P.) and, thereafter, three members (or such fewer members as
may be agreed to by Gotham), shall be designees of Gotham; (ii) no more
than two members shall be employees of the Company or its subsidiaries, one
of whom shall be the chief executive officer of the Company; and (iii)
until the Company's 1998 Annual Meeting Of Stockholders, three members (or
such fewer members as may be agreed to by the Stockholder) and, thereafter,
two members (or such fewer members as may be agreed to by the Stockholder)
shall be designees of the Stockholder."
2. The existing Section 7(b)(iv) on pages 8 and 9 of the Agreement shall
be replaced in its entirety with the following:
"(iv) Notwithstanding anything contained herein to the contrary (x)
if any purchaser or transferee acquiring Voting Securities from the
Stockholder fails to deliver to the Stockholder and the Company a written
representation that such purchaser or
transferee is acquiring for "investment purposes only and not with a view
to seek control of the Company" and a written agreement that such purchaser
or transferee agrees to comply with Sections 4, 5 and 6 of the Agreement,
and if such purchaser or transferee would, after such acquisition, become
the beneficial holder of greater than fifteen percent (15%) of the Total
Voting Power, then the rights granted to the Company in Section 7(b)(ii)
above may be exercised in part, at the election of the Company, in an
amount that is not less than a number of Voting Securities representing
seven and one-half percent (7.5%) or more of the Total Voting Securities
and the closing date for such purchase by the Company shall be ten business
days after the Company's notice to purchaser, and (y) if such purchaser or
transferee has delivered the said written representation and written
agreement or if such purchaser or transferee is acquiring less than 15% of
the total Voting Power, then the right granted to the Company in Section
7(b)(ii) above may not be exercised in part and if exercised, the Company
must purchase all, but not less than all, of the Voting Securities
specified in a Stockholder Notice. Notwithstanding anything contained
herein, the Company shall not have the right to transfer its right of first
refusal contained herein to any person if the nature or identity of such
person is reasonably likely to delay the closing of a purchase or transfer
of Voting Securities for a longer period of time than if the Company were
the purchaser or transferee."
3. The existing Section 7(c) on page 9 of the Agreement shall be replaced
in its entirety with the following:
"(c) The Stockholder shall not, and shall cause its controlled
affiliates not to at any time during the Term, knowingly sell or transfer
Voting Securities to any Foreign Person. For purposes of this Agreement,
the term "Foreign Person" shall have the meaning given to it under the
Regulations Pertaining To Mergers, Acquisitions and Takeovers Buy Foreign
Persons, 56 Fed. Reg. 58,774 et seq (November 21, 1993) (31 C.F.R. Part
800)."
4. Section 8(a)(i) on pages 11 and 12 of the Agreement is hereby amended
in its entirety as follows:
"(a) (i) At any time commencing 270 days after the date hereof and
continuing thereafter until the date on which the Stockholder and its
controlled affiliates own Voting Securities representing less than 5% of
the Total Voting Power, the Stockholder shall have the right to make
written demand upon the Company (each, a "Stockholder Demand"), on not more
than five separate occasions (subject to the provisions of this Section 8),
to register under the Securities Act all or any portion of the shares of
Voting Securities issued to it pursuant to the Transaction Agreement and
owned by the Stockholder or its controlled affiliates (the shares subject
to such demand hereunder being referred to as the "Subject Stock"), which
Stockholder Demand shall specify the intended method or methods of
disposition of such Subject Stock and the Company shall use its best
efforts to cause such shares to be registered under the Securities Act as
soon as reasonably practicable so as to permit promptly the disposition
thereof in accordance with the intended method or methods of disposition
stated in the Stockholder Demand
(including, but not limited to, an offering on a delayed or continuous
basis pursuant to Rule 415 (or any successor rule) under the Securities Act
(a "Rule 415 Offering") if the Company is then eligible to register such
Subject Stock on Form S-3 (or a successor form); so long as at the time of
the Stockholder Demand relating to such Rule 415 Offering, the Stockholder
represents to the Company that it has a present intention to sell all of
the Subject Stock included in such Stockholder Demand); provided, however,
that each such demand shall cover at least 500,000 shares of Subject Stock
(subject to adjustment for stock splits, reverse stock splits and stock
dividends after the date hereof). In connection therewith, the Company
shall prepare, and as promptly as practicable (and in any event within 45
days of the receipt of the request), file, on Form S-3 if permitted or
otherwise on the appropriate form, a registration statement under the
Securities Act to effect such registration. The Stockholder agrees to
provide all such information and materials and to take all such action as
may be reasonably required in order to permit the Company to comply with
all applicable requirements of the Securities Act and the Securities and
Exchange Commission (the "Commission") and to obtain any desired
acceleration of the effective date of such registration statement. If the
offering to be registered is to be underwritten, the managing underwriters
shall be a nationally recognized investment banking organization selected
by the Stockholder and be subject to the approval of the Company (which
approval shall not be unreasonably withheld or delayed), and the Company,
the Stockholder and such underwriters shall enter into an underwriting
agreement containing customary terms and conditions."
5. Section 8(a)(ii): Lines one through seven on page 12 of the Agreement
are hereby amended to read as follows:
"(ii) Notwithstanding the foregoing, the Company (w) shall not be
obligated to cause a registration statement pursuant to this Section 8(a)
to become effective prior to the first anniversary of the date hereof, (x)
shall not be obligated to prepare or file more than three registration
statements pursuant to this Section 8(a) during any twelve-month period,
(y) shall not be obligated to cause any special audit to be undertaken in
connection with any such registration and (z) shall be entitled to postpone
for a reasonable period of time, but not in excess of 90 days, the filing
of any registration statement otherwise required to be prepared and filed"
6. Section 10 on page 21 of the Agreement is amended in its entirety as
follows:
"10. Rights Plan. The Company agrees that, during the Term, so long
as the Stockholder is in compliance with its obligations under Sections 5
and 6 of this Agreement, the Company shall not declare the Stockholder, or
any purchaser or transferee approved by the Company, which approval shall
not be unreasonably withheld, and who agrees in writing to comply with
Sections 5 and 6 of this Agreement (an "Acceptable Purchaser"), to be an
"Adverse Person" under the Rights Plan or take other action under the
Rights Plan, or a successor plan, which would treat the Stockholder or any
such Acceptable Purchaser as an "Acquiring Person" or similar entity under
the Rights Plan or a successor plan. For purposes of this Agreement, the
term "Rights Plan" shall mean the
Rights Agreement, dated as of September 28, 1990, between the Company and
Manufacturers Hanover Trust Company, now operating under the name of
ChaseMellon Shareholder Services, as amended."
7. Except as amended by this Amendment No. 1, the Agreement as in effect
on the date hereof shall be unaffected by this Amendment No. 1.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of June 19, 1997.
ALLIANT TECHSYSTEMS INC. HERCULES INCORPORATED
By: /s/ Richard Schwartz 6-23-97 By: /s/ R. Keith Elliott
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Name Printed: Richard Schwartz Name Printed: R. Keith Elliott
Title: Chairman, President Title: Chairman and Chief Executive
and Chief Executive Officer Officer