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Exhibit 4.07
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This amendment, dated as of December 15, 1998, amends the Rights Agreement (the
"Rights Agreement"), dated as of July 19, 1996, between Nashua Corporation, a
Delaware corporation (the "Company"), and The First National Bank of Boston, a
national banking association (the "Rights Agent"). Terms defined in the Rights
Agreement and not otherwise defined herein are used herein as so defined.
WITNESSETH:
WHEREAS, on July 19, 1996, 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, one one-hundredth of a share of the Company's Series B
Participating Preferred Stock;
WHEREAS, on July 19, 1996, 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 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 Record Date and the Distribution Date;
WHEREAS, on July 19, 1996, the Company and the Rights Agent entered into the
Rights Agreement to set forth the description and terms of the Rights; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors
now desire to amend certain provisions of the Rights Agreement in order to
modify certain provisions contained therein;
NOW, THEREFORE, the Rights Agreement, as amended to date, is hereby further
amended as follows:
1. Delete Section 1(i) in its entirety;
2. Delete Section 23 in its entirety and substitute therefor a new
Section 23 as follows:
"Section 23. REDEMPTION AND TERMINATION.
(a) The Board may, at its option, at any time prior to the earlier
of (i) the close of business on the tenth Business Day (or such
later date as may be determined by the Board pursuant to clause
(i) of the first sentence of Section 3(a) with respect to the
Distribution Date) following the Stock Acquisition Date (or, if
the Stock Acquisition Date shall have occurred prior to the Record
Date, the close of business on the tenth Business Day following
the Record Date) or (ii) the Final Expiration Date, redeem all but
not less than all the then outstanding Rights at a redemption
price of $.01 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price"). The
redemption of the Rights by the Board may be made effective at
such time, on such basis and with such conditions as the Board in
its sole discretion may establish. The Company may, at its option,
pay the Redemption Price in cash, shares of Common Stock (based on
the "current market price," as defined in Section 11(d)(i) hereof,
of the Common Stock at the time of redemption) or any other form
of consideration, or any combination of any of the foregoing,
deemed appropriate by the Board. Notwithstanding anything
contained in this Agreement to the contrary, the Rights shall not
be exercisable after the first occurrence of a Section 11(a)(ii)
Event until such time as the Company's right of redemption
hereunder has expired.
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(b) Immediately upon the action of the Board ordering the
redemption of the Rights, evidence of which shall have been filed
with the Rights Agent and without any further action and without
any notice, the right to exercise the Rights shall terminate and
the only right thereafter of the holders of Rights shall be to
receive the Redemption Price for each Right so held. Promptly
after the action of the Board ordering the redemption of the
Rights, the Company shall give notice of such redemption to the
Rights Agent and the holders of the then outstanding Rights by
mailing such notice to all such holders at each holder's last
address as it appears upon the registry books of the Rights Agent
or, prior to the Distribution Date, on the registry books of the
Transfer Agent for the Common Stock. Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not
the holder receives the notice. Each such notice of redemption
will state the method by which the payment of the Redemption Price
will be made.
(c) Notwithstanding the provisions of Section 23(a) hereof, in the
event that a majority of the Board is elected by shareholder
action by written consent, or is comprised of persons elected at a
meeting of stockholders who were not nominated by the Board in
office immediately prior to such meeting, then for a period of one
hundred and twenty (120) days following the effectiveness of such
election, the Rights shall not be redeemed if such redemption is
reasonably likely to have the purpose or effect of allowing any
Person to become an Acquiring Person or otherwise facilitating the
occurrence of a Triggering Event or a transaction with an
Acquiring Person.
(d) The Company may, at its option, discharge all of its
obligations with respect to the Rights by (i) issuing a press
release announcing the manner of redemption of the Rights in
accordance with this Agreement and (ii) mailing payment of the
Redemption Price to the registered holders of the Rights at their
last addresses as they appear on the registry books of the Rights
Agent or, prior to the Distribution Date, on the registry books of
the Transfer Agent of the Common Shares, and upon such action, all
outstanding Rights and Right Certificates shall be null and void
without any further action by the Company."
3. Delete the last sentence of Section 24(a).
4. Delete the proviso at the end of the second sentence of Section 27
and substitute the following:
", provided that, in the event that a majority of the Board is
elected by shareholder action by written consent, or is comprised
of persons elected at a meeting of stockholders who were not
nominated by the Board in office immediately prior to such
meeting, then for a period of one hundred twenty (120) days
following the effectiveness of such election, no such supplement
or amendment shall be effective if such supplement or amendment is
reasonably likely to have the purpose or effect of allowing any
person to become an Acquiring Person or otherwise facilitating the
occurrence of a Triggering Event or a transaction with an
Acquiring Person."
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5. Delete Section 31 in its entirety and substitute the following:
"Section 31. SEVERABILITY.
If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to
be invalid, void, or unenforceable, including, without limitation,
any provision of Section 23(c) or the provision of the second
sentence of Section 27 hereof, the remainder of the terms,
provisions, covenants, and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the
Rights Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
Attest: NASHUA CORPORATION
By /s/ Peter C. Anastos By /s/ Gerald G. Garbacz
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Peter C. Anastos, Secretary Gerald G. Garbacz
Chairman, President and
Chief Executive Officer
Attest: THE FIRST NATIONAL BANK OF BOSTON
By /s/ James P. Mitchell By /s/ Carol Mulvey-Eori
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James P. Mitchell Carol Mulvey-Eori
Senior Account Manager Administration Manager