Exhibit 10.8
AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT
AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT (this
"Amendment"), dated as of March 5, 2000, to the Preferred Shares Rights
Agreement (the "Rights Agreement"), dated as of January 9, 1997, between
Loronix Information Systems, Inc., a Nevada corporation (the "Company"), and
American Stock Transfer & Trust Company, (the "Rights Agent").
W I T N E S S E T H
WHEREAS, concurrently with the execution hereof, the Company has
entered into an Agreement and Plan of Merger among Converse Technology, Inc.
("PARENT"), a New York corporation, Comverse Acquisition Corp., a Nevada
corporation, and the Company (the "Merger Agreement") and a Stock Option
Agreement with parent; and
WHEREAS, the Board of Directors of the Company has approved,
authorized and adopted the Merger Agreement and the transactions contemplated
thereby and, subject to certain conditions, is bound to recommend the
shareholders of the Company the approval and adoption of the Merger
Agreement; and
WHEREAS, the Board of Directors of the Company has determined that
in connection with the Merger Agreement and the transactions contemplated
thereby, it is desirable and in the best interests of the shareholders of the
Company to amend the Rights Agreement as set forth herein; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, the Rights Agreement is amended as follows:
SECTION 1. AMENDMENT.
(a) The following subsection (e) is hereby added to Section 3 of the
Rights Agreement in its appropriate position:
(e) Notwithstanding any other provisions of this Agreement to
the contrary, (i) no Distribution Date, Shares Acquisition Date or
Triggering Event shall be deemed to have occurred, (ii) neither Parent
nor any of its Subsidiaries (collectively, the "ACQUISITION GROUP")
shall be deemed to have become an Acquiring Person and (iii) no holder
of Rights shall be entitled to any rights or benefits pursuant to
Sections 7(a), 11(a) or any other provision of this Agreement, in each
case by reason of (x) the approval, execution, delivery and performance
of that certain Agreement and Plan of Merger, dated as of the date
hereof, among Converse Technology, Inc., a New York corporation
("Parent"), Comverse Acquisition Corp., a Nevada corporation, and the
Company (the "MERGER AGREEMENT") by the parties thereto or that certain
Stock Option Agreement, dated as of the date hereof, between the
Company and Parent by the parties thereto, (y) the approval of the
Merger Agreement by the shareholders of the Company or (z) the
consummation of the transactions contemplated by the Merger Agreement
or the Stock Option Agreement; PROVIDED that in the event that one or
more members of the Acquisition Group collectively become the
Beneficial Owner of 15% or more of the Common Shares then outstanding
in any manner other than as set forth in the Merger Agreement or the
Stock Option Agreement, the provisions of this sentence (other than
this proviso) shall terminate immediately prior thereto.
(b) Section 1(r) of the Rights Agreement is hereby deleted in its
entirety and replaced with the following:
(r) "EXPIRATION DATE" shall mean the earliest to occur of: (i)
the Close of Busines on the Final Expiration Date, (ii) the Redemption
Date, (iii) consummation of any transaction contemplated by Section
13(f) hereof, (iv) the time at which the Board of Directors orders the
exchange of the Rights as provided in
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Section 24 hereof, or (v) immediately prior to the Effective Time as
such term is defined in that certain Agreement and Plan of Merger,
dated as of March 5, 2000, by and among Comverse technology, Inc., a
New York corporation, Comverse Acquisition Corp., a Nevada corporation,
and the Company.
SECTION 3. EFFECTIVENESS. This Amendment shall be deemed effective
as of the date first set forth above. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
SECTION 4. MISCELLANEOUS. This Amendment shall be deemed to be a
contract made under the laws of the State of Nevada and for all purposes
shall be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument. If any
term, provision, covenant or restriction of this Amendment is held by a court
of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
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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.
LORONIX INFORMATION SYSTEMS, INC.
By:
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Name:
Title:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:
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Name:
Title:
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