Exhibit 4.2
-----------
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated October 19, 2001 (this "Amendment"), between
Synaptic Pharmaceutical Corporation, a Delaware corporation (the "Company") and
Mellon Investor Services LLC, a New Jersey Limited Liability Company, formerly
known as Chemical Mellon Shareholder Services, as rights agent (the "Rights
Agent"), to the Rights Agreement, dated as of December 11, 1995 (the "Rights
Agreement") between the Company and the Rights Agent.
WHEREAS, the Company and the Rights Agent entered into the Rights Agreement
on December 11, 1995;
WHEREAS, the Company represents and warrants that no "Distribution Date"
has occurred as of the date hereof;
WHEREAS, the Company has determined that the definition of "Distribution
Date" in Section 1(j) of the Rights Agreement is defective, in that it fails to
properly provide for the right of the Board of Directors to extend when a
Distribution Date shall be deemed to have occurred to the 30th day after the
"Stock Acquisition Date" or the date that a tender or exchange offer is made by
any person that would result in such person in becoming an "Acquiring Person,"
and
WHEREAS, pursuant to and in compliance with Section 27 of the Rights
Agreement, this Amendment is being entered into for purposes of setting forth
the corrected definition of "Distribution Date."
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto hereby agree as follows:
All capitalized terms not otherwise defined in this Amendment have the
respective meanings assigned thereto in the Rights Agreement.
Section 1(j) of the Rights Agreement is hereby amended to read in its
entirety by the following:
"Distribution Date" shall mean (i) the earlier of (x) the close of business
on the tenth day after the Stock Acquisition Date (or, if the tenth day after
the Stock Acquisition Date occurs before the Record Date, the Close of Business
on the Record Date), or (y) the Close of Business on the tenth Business Day
after the date that a tender or exchange offer by any Person (other than an
Exempt Person) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be an Acquiring Person (irrespective of
whether any shares are actually purchased pursuant to any such offer) or (ii)
such later date as the Board may determine in its sole discretion but not later
than the 30th day after the Stock Acquisition Date or the 30th day after the
date a tender or exchange offer is first published, as the case may be."
The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended hereby. The foregoing amendments shall
be effective as of the date hereof and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware.
This Amendment may be executed in several counterparts, each of which shall
be an original, but all of which together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
exercised as of the day and year first above written.
SYNAPTIC PHARMACEUTICAL CORPORATION
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President and CFO
MELLON INVESTOR SERVICES LLC, as Rights Agent
By:/s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Relationship Manager
