EXHIBIT 4.13
THIRD AMENDMENT TO RIGHTS AGREEMENT
THIS THIRD AMENDMENT TO RIGHTS AGREEMENT is made and entered into as of
the 10th day of March, 2003, by and between Per-Se Technologies, Inc., a
Delaware corporation ("Per-Se"), and American Stock Transfer & Trust Company, a
New York banking corporation, as Rights Agent (the "Rights Agent").
Preface
Reference is made to the Rights Agreement dated as of February 11,
1999, by and between Per-Se (then known as Medaphis Corporation) and the Rights
Agent (the "Rights Agreement"), as amended by (i) the First Amendment thereto
dated as of May 4, 2000, and (ii) the Second Amendment thereto dated as of
December 6, 2001 and effective as of March 6, 2002 (the Rights Agreement, as
amended by the First and Second Amendments thereto, the "Agreement").
Capitalized terms used herein and not otherwise defined shall have the same
meanings ascribed thereto in the Agreement.
The Agreement provides for the dividend distribution of one Right for
each share of common stock of Per-Se outstanding, each Right initially
representing the right to purchase one one-hundredth of a share of Series A
Junior Participating Preferred Stock. Certain events are triggered under the
Agreement upon any person becoming an "Acquiring Person," as defined in Section
1(a) of the Agreement. Section 27(a) of the Agreement provides for the amendment
or modification of the Agreement, and Per-Se desires to amend the Agreement
pursuant to Section 27(a) thereof to provide for an additional exclusion from
the definition of the term "Acquired Person."
Statement of Amendment
The Agreement is hereby amended as follows:
Section 1(a) of the Agreement is amended by deleting the word "or"
immediately preceding subsection (v) of clause (x) thereof, and inserting the
following new subsection (vi) immediately following subsection (v):
"or (vi) ValueAct Capital Partners, L.P. ("ValueAct
Partners"), ValueAct Capital Partners II, L.P. ("ValueAct
Partners II"), ValueAct Capital International, Ltd.
("ValueAct International"), VA Partners, L.L.C. ("VA
Partners"), Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xx., and Xxxxx
X. Xxxxx (ValueAct Partners, ValueAct Partners II, ValueAct
International, VA Partners and Messrs. Xxxxx, Xxxxx and
Xxxxx, and their affiliates, collectively "ValueAct"), so
long as ValueAct does not become the Beneficial Owner of 20%
or more of the then outstanding shares of Common Stock,"
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Except as specifically amended herein, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Third Amendment
to the Agreement to be executed by its duly authorized representative as of the
day and year first above written.
PER-SE TECHNOLOGIES, INC. AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
By: /s/ XXXXXX X. XXXX By: /s/ XXXXXXX X. XXXXXX
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Xxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx
President and Chief Executive Officer Title: Vice President
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