EXHIBIT 4.3
FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") dated as of February
1, 2001, between IVC INDUSTRIES, INC., a Delaware corporation (the
"Corporation"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Rights
Agent"). Capitalized terms used but not defined in this Amendment shall have the
respective meanings attributed to such terms in the Rights Agreement dated as of
May 15, 2001 between the parties (the "Rights Agreement").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the parties acknowledge that the Rights Agreement is in full force
and effect; and
WHEREAS, the parties deem it necessary or desirable to amend the Rights
Agreement as hereinafter provided.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 1(k) of the Rights Agreement is hereby amended to add the
following sentence to the end thereof:
"Notwithstanding any provision herein in to the contrary, E. Xxxxxx Xxxxx
is authorized to acquire up to 200,000 additional shares of Common Stock, and
that the acquisition of such shares shall not result in E. Xxxxxx Xxxxx being
deemed an Acquiring Person."
2. This Amendment was authorized by the Corporation's Board of Directors at
a meeting held on April 3, 2001.
3. Except as specifically amended hereby, the Rights Agreement shall remain
unaffected by this Amendment, and the remaining terms of the Rights Agreement
are hereby reconfirmed.
4. This Amendment may be executed in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
IVC INDUSTRIES, INC.
Attest:
By: /s/ Xxxx X. Xxxxx By: /s/ E. Xxxxxx Xxxxx
-------------------------- ---------------------------------
Name: Xxxx X. Xxxxx Name: E. Xxxxxx Xxxxx
Title: Executive Assistant Title: Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
Attest:
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
-------------------------- ---------------------------------
Name: Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
Title: Vice President Title: Vice President
