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Exhibit 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as
of the 13th day of September, 2000, by and between SOUND ADVICE, INC., a Florida
corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the
"Rights Agent").
RECITALS
WHEREAS, on May 5, 1997, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for each share of
common stock, $.01 par value, of the Company outstanding at the close of
business on May 16, 1997; and
WHEREAS, the Company and the Rights Agent entered into a certain Rights
Agreement, dated as of May 5, 1997 (the "Rights Agreement"), providing, among
other things, for the issuance of the Rights (all capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings ascribed to
such terms in the Rights Agreement); and
WHEREAS, the Board of Directors of the Company has approved the
amendment of the Rights Agreement as hereinafter set forth, pursuant to
resolutions duly adopted at a meeting held on September 13, 2000;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 7(b) of the Rights Agreement is hereby amended by deleting
the $12.00 Purchase Price and substituting therefor a $50.00 Purchase Price, to
read as follows:
"`The Purchase Price for EACH WHOLE SHARE of Common Stock
pursuant to the exercise of a Right shall initially be $50.00, and
shall be subject to adjustment from time to time as provided in
Sections 11 and 13(a) hereof and shall be payable in accordance with
paragraph (c) below.'"
2. Except as specifically amended hereby, the Rights Agreement is and
remains unmodified and in full force and effect and is hereby ratified and
confirmed.
3. This Amendment shall be deemed a contract made under the laws of the
State of Florida and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts made and to be
performed entirely within such State.
4. This Amendment may be executed in counterparts and both of such
counterparts shall for all purposes be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
SOUND ADVICE, INC.
By: /s/ Kenneth L. Danielson
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Kenneth L. Danielson
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Herbert J. Lemmer
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Herbert J. Lemmer
Vice President
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