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EXHIBIT 3
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO THE RIGHTS AGREEMENT is made as of this 24th day
of January, 2000, to further amend the Rights Agreement dated as of June 4,
1996, between QLogic Corporation, a Delaware corporation (the "Company") and
Xxxxxx Trust Company of California (the "Rights Agent"), as previously amended
as of November 19, 1997 (the "First Amendment").
WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement
dated as of June 4, 1996 (the "Rights Agreement");
WHEREAS, the Company and the Rights Agent have previously adopted the First
Amendment dated as of November 19, 1997;
WHEREAS, the Distribution Date, as defined in the Rights Agreement, has not
yet occurred;
WHEREAS, none of the members of the Board of Directors approving the
amendments to the Rights Agreement on June 25, 1999 was elected by stockholder
action by written consent or at a special meeting of stockholders (a meeting
other than a regularly scheduled annual meeting);
WHEREAS, the Board of Directors has determined that it is in the best
interests of the stockholders of the Company that the Rights Agreement be
further amended as set forth hereinbelow and directs that this Second Amendment
be adopted; and
WHEREAS, Section 27 of the Rights Agreement provides that the Company and
the Rights Agent shall, if the Company so directs, amend any provision of the
Rights Agreement without the approval of holders of Common Stock;
NOW, THEREFORE, the parties agree to amend the Rights Agreement as follows:
1. Section 7(b) of the Rights Agreement which currently reads:
"The Purchase Price for each one one-hundredth of a share of Preferred
Stock pursuant to the exercise of a Right shall initially be $225.00,
and shall be subject to adjustment from time to time as provided in
Section 11 hereof and shall be payable in accordance with paragraph
(c) below."
shall be amended to read in its entirety as follows:
"The Purchase Price for each one one-hundredth of a share of Preferred
Stock pursuant to the exercise of a Right shall initially be $425.00,
and shall be subject to adjustment from time to time as provided in
Section 11 hereof and shall be payable in accordance with paragraph
(c) below."
2. Section 27 of the Rights Agreement which currently reads:
"SUPPLEMENTS AND AMENDMENTS. This Agreement may be supplemented or
amended at the times and for the purposes set forth below; provided,
however, that no proposed supplement or amendment to this Agreement
shall be effective unless (i)
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there are Continuing Directors and (ii) a majority of such Continuing
Directors, at a meeting of the Board of Directors duly called and
held, votes in favor of the adoption of such proposed supplement or
amendment. Prior to the Distribution Date, the Company and the Rights
Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of
certificates representing shares of Common Stock. From and after the
Distribution Date, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights Certificates in order (i) to cure
any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period
hereunder (which lengthening or shortening, following the first
occurrence of an event set forth in clauses (i) and (ii) of the first
proviso to Section 23(a) hereof, shall be effective only if there are
Continuing Directors and shall require the concurrence of a majority
of such Continuing Directors), or (iv) to change or supplement the
provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificates (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person);
provided, however, this Agreement may not be supplemented or amended
to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the
Rights are not then redeemable, or (B) any other time period unless
such lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the holders of
Rights. Upon the delivery of a certificate from an appropriate officer
of the Company which states that the proposed supplement or amendment
is in compliance with the terms of this Section 27, the Rights Agent
shall execute such supplement or amendment. Prior to the Distribution
Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock.."
shall be amended to read in its entirety as follows:
"SUPPLEMENTS AND AMENDMENTS. This Agreement may be supplemented or
amended at the times and for the purposes set forth below; provided,
however, that in the event that a majority of the Board of Directors
of the Company is elected by stockholder action by written consent or
at a special meeting of stockholders (a meeting other than a regularly
scheduled annual meeting), no proposed supplement or amendment to this
Agreement shall be effective until the earlier to occur of (i) the
180th day following the effectiveness of such election or (ii) the
next regular annual meeting of shareholders of the Company following
the effectiveness of such election (including any postponement or
adjournment thereof). Prior to the Distribution Date, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend
any provision of this Agreement without the approval of any holders of
certificates representing shares of Common Stock. From and after the
Distribution Date, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights Certificates in order (i) to cure
any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period
hereunder, or (iv) to change or supplement the provisions hereunder in
any manner which the Company
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may deem necessary or desirable and which shall not adversely affect
the interests of the holders of Rights Certificates (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person);
provided, however, this Agreement may not be supplemented or amended
to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the
Rights are not then redeemable, or (B) any other time period unless
such lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the holders of
Rights. Upon the delivery of a certificate from an appropriate officer
of the Company which states that the proposed supplement or amendment
is in compliance with the terms of this Section 27, the Rights Agent
shall execute such supplement or amendment. Prior to the Distribution
Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock."
3. Except as set forth herein, the Rights Agreement, as previously amended
by the First Amendment, shall remain in full force and effect, and terms not
otherwise defined herein shall having the meanings ascribed to them in the
Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
QLOGIC CORPORATION,
a Delaware corporation
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President-Finance and
Chief Financial Officer
XXXXXX TRUST COMPANY OF CALIFORNIA
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: Assistant Vice President
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