Exhibit 4.12


 


SECOND AMENDMENT TO RIGHTS AGREEMENT


 


This
SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of December 31, 2003 (the “Amendment”),
is by and between DIVERSIFIED CORPORATE RESOURCES, INC., a Texas corporation
(the “Company”), and HARRIS TRUST AND SAVINGS BANK, a national banking
association, as Rights Agent (the “Rights Agent”).


 


RECITALS


 


1.                                       The
Company and the Rights Agent executed that certain Rights Agreement dated as of
May 1, 1998, as amended by means of the First Amendment to Rights Agreement,
dated as of May 14, 1999 (the “Rights Agreement”).


 


2.                                       The
Board of Directors of the Company believes it to be in the best interest of the
Company to Amend the Rights Agreement in order to prevent the triggering of the
dilutive provisions of the Rights Agreement in cases where the transaction that
would ordinarily trigger such provision is determined by the Board of Directors
to be in the best interest of the Company shareholders.


 


AGREEMENT


 


Accordingly,
in consideration of the premises and the mutual agreement herein set forth the
parties hereby agree as follows:


 


1.                                       The
Rights Agreement is hereby amended by deleting Section l(a) in its
entirety and substituting the following in lieu thereof.


 


“(a)                            “Acquiring
Person” shall mean any Person (as such term is hereinafter defined) who or
which shall be the Beneficial Owner (as such term is hereinafter defined) of
15% or more of the shares of Common Stock then outstanding, but only if the
transaction as a result of which any such Person becomes the Beneficial Owner
of 15% or more of the shares of Common Stock then outstanding is not determined
by the Board of Directors, in writing, before the Distribution Date (as such
term is hereinafter defined) caused by such transaction, to be upon terms and
conditions that are fair and adequate and in the best interest of the Company
shareholders (other than the Acquiring Person) and shall not include (i) an
Exempt Person (as such term is hereinafter defined) or (ii) any such Person who
has reported or is required to report such ownership (but less than 25%) on Schedule 13D
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or
any comparable or successor report) or on Schedule 13D under the Exchange
Act (or any comparable or successor report), which Schedule 13D (including
an amendment to Schedule 13D) does not state any intention to or reserve
the right to control or influence the management or policies of the Company or
engage in any of the actions specified in Item 4 of such Schedule 13D
(other than the disposition of the Common Stock) and, within 10 Business Days
(as such term is hereinafter defined) of being requested by the Company to
advise it regarding the same, certifies to the Company that such Person
acquired shares of Common Stock in excess of 14.99% inadvertently or


 


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without
knowledge of the effect of the terms of the Rights and who, together with all
Affiliates and Associates, thereafter does not acquire additional shares of
Common Stock while the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding; provided, however, that (A) if the Person
requested to so certify fails to do so within 10 Business Days or (B) if such
Person thereafter becomes obligated to file a Schedule 13D (including an
amendment to a Schedule 13D) that would state any intention to or reserve
the right to control or influence the management or policies of the Company or
engage in any of the actions specified in Item 4 of such Schedule 13D (other
than the disposition of the Common Stock), then such Person shall become an
Acquiring Person immediately thereafter. 
Notwithstanding the foregoing, (x) if, as of the date hereof, any Person
is the Beneficial Owner of 15% or more of the shares of Common Stock
outstanding, such Person shall not be or become an Acquiring Person unless and
until such time as such Person shall become the Beneficial Owner of an
additional 1% of the shares of Common Stock (other than pursuant to a dividend
or distribution paid or made by the Company on the outstanding Common Stock in
shares of Common Stock or pursuant to a split or subdivision of the outstanding
Common Stock), unless, upon becoming the Beneficial Owner of such additional
shares of Common Stock, either such Person is not then the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding or such Person is
exempted from the definition of “Acquiring Person” pursuant to Section 1(a)(ii)
hereof and (y) no Person shall become an “Acquiring Person” as the result of an
acquisition of shares of Common Stock by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of shares of
Common Stock beneficially owned by such Person to 15% or more of the shares of Common
Stock then outstanding; provided, however, that if a Person shall
become the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding by reason of such share acquisitions by the Company and shall
thereafter become the Beneficial Owner of any additional shares of Common Stock
(other than pursuant to a dividend or distribution paid or made by the Company
on the outstanding Common Stock in shares of Common Stock or pursuant to a
split or subdivision of the outstanding Common Stock), then such Person shall
be deemed to be an “Acquiring Person” unless, upon becoming the Beneficial
Owner of such. additional shares of Common Stock, either such Person is not
then the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding or such Person is exempted from the definition of “Acquiring Person”
pursuant to Section 1(a)(ii) hereof. 
For all purposes of this Agreement, any calculation of the number of
shares of Common Stock outstanding at any particular time, including for
purposes of determining the particular percentage of such outstanding shares of
Common Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act as in effect on the date hereof.”


 


2.                                       The
Rights Agreement, as amended hereby, shall remain in full force and effect.


 


3.                                       This
Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same
agreement.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed, all as of the day and year first above written.


 


	
   

  	
  DIVERSIFIED CORPORATE
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Michael
  Moore

  	
   

  
	
   

  	
  Name:

  	
  J. Michael Moore

  	
   

  
	
   

  	
  Its:

  	
  C.E.O.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARRIS TRUST AND
  SAVINGS BANK, as Rights Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
								



 


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