EXHIBIT 1
AMENDMENT TO RIGHTS AGREEMENT
This Amendment dated as of October 25, 1998 ("Amendment") to the Rights
Agreement ("Agreement"), dated as of July 31, 1997, between Qualix Group, Inc.,
a Delaware corporation (the "Company"), and Xxxxx Xxxxxx Shareholder Services,
L.L.C. (the "Rights Agent").
Pursuant to Section 27 of the Agreement, this Amendment is being executed
by the Company and the Rights Agent for the purpose of amending the Agreement as
set forth below:
The Agreement is hereby amended as follows:
1. Section 1 shall be amended by inserting the following at the end of the
definition of "Acquiring Person":
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, none of Legato Systems, Inc. ("Acquiror"), Hat Acquisition
Corp. ("Merger Sub"), or any of their respective subsidiaries,
Affiliates or Associates is an Acquiring Person pursuant to this
Agreement, and no holder of any Rights shall be entitled to exercise
such Rights under, or be entitled to any rights pursuant to, any
sections of this Agreement, in any such case solely by virtue of the
execution of the Agreement and Plan of Reorganization of even date
herewith among Acquiror, Merger Sub and the Company (the "Merger
Agreement"), the execution of the Stock Option Agreement (as defined in
the Merger Agreement), the execution of Target Affiliate Agreements (as
defined in the Merger Agreement), the execution of the Voting
Agreements (as defined in the Merger Agreement), the cancellation and
automatic conversion of the Company's Common Stock into a right to
receive a fraction of Acquiror Common Stock (as defined in the Merger
Agreement), the cancellation of the Company's Capital Stock (as defined
in the Merger Agreement) or the consummation of the Merger (as defined
in the Merger Agreement)."
2. Section 1 shall be amended by inserting the following at the end of the
definition of "Distribution Date":
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Distribution Date shall not occur, and no holder of any
Rights shall be entitled to exercise such Rights under, or be entitled
to any rights pursuant to, any sections of this Agreement, in any such
case solely by reason of the execution of the Merger Agreement, the
execution of the Stock Option Agreement, the execution of Target
Affiliate Agreements, the execution of the Voting Agreements, the
cancellation and automatic conversion of the Company's Common Stock
into a right to receive a fraction of Acquiror Common Stock, the
cancellation of the Company's Capital Stock, or the consummation of the
Merger."
3. Section 1 shall be amended by inserting the following at the end of the
definition of "Shares Acquisition Date":
"Notwithstanding the foregoing or any provision to the contrary in this
Agreement, a Shares Acquisition Date shall not occur, and no holder of
any Rights shall be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any sections of this Agreement, in
any such case solely by reason of the execution of the Merger
Agreement, the execution of the Stock Option Agreement, the execution
of Target Affiliate Agreements, the execution of the Voting Agreements,
the cancellation and automatic conversion of the Company's Common Stock
into a right to receive a fraction of Acquiror Common Stock, the
cancellation of the Company's Capital Stock, or the consummation of the
Merger."
4. Section 7(a) is amended by deleting the word "or" immediately preceding
clause (iii) thereto and inserting immediately following the end of clause (iii)
thereto: "or (iv) immediately prior to the Effective Time (as defined in the
Merger Agreement)."
5. Section 11(a)(ii) shall be amended by inserting the following at the
end thereof:
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a "Section 11(a)(ii) Trigger Date" shall not occur, and no
holder of any Rights shall be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any sections of this Agreement, in any such
case solely by reason of the execution of the Merger Agreement, the execution of
the Stock Option Agreement, the execution of Target Affiliate Agreements, the
execution of the Voting Agreements, the cancellation and automatic conversion of
the Company's Common Stock into a right to receive a fraction of Acquiror Common
Stock, the cancellation of the Company's Capital Stock, or the consummation of
the Merger."
6. Section 13 shall be amended by inserting the following at the end of
Section 13:
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a "Section 11(a)(ii) Trigger Date" shall not occur, and no
holder of any Rights shall be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any sections of this Agreement, in any such
case solely by reason of the execution of the Merger Agreement, the execution of
the Stock Option Agreement, the execution of Target Affiliate Agreements, the
execution of the Voting Agreements, the cancellation and automatic conversion of
the Company's Common Stock into a right to receive a fraction of Acquiror Common
Stock, the cancellation of the Company's Capital Stock, or the consummation of
the Merger."
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7. Section 26 shall be amended by replacing the information, beginning
with the words "Copy to" and ending with the words "Attention: Xxxxx Xxxxxx",
with the following:
"Copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxx"
8. This Amendment shall be deemed effective as of October 25, 1998 as if
executed by both parties hereto on such date. Prior to the termination of the
Merger, this Amendment may not be amended by the Company without the prior
written consent of Acquiror in its sole discretion.
9. This Amendment shall be deemed to be entered into under the laws of the
State of Delaware 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.
10. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
11. As amended hereby, the Agreement shall remain in full force and
effect.
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QUALIX GROUP, INC.
/s/ Xxxxxxx X. Xxxx
By:_________________________________
/s/ Xxxxx X. Xxxxxx
Attest:______________________________
XXXXX XXXXXX SHAREHOLDER SERVICES, L.L.C.
AS RIGHTS AGENT
/s/ Xxxxxx X. Xxxxxxxx
By:_______________________________
Assistant Vice President
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