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EXHIBIT 2.2
FIRST AMENDMENT
TO
AGREEMENT OF MERGER
FIRST AMENDMENT dated as of July 13, 2000 to the Agreement of Merger of
JAKKS Acquisition II, Inc. with and into Pentech International Inc. (the "Merger
Agreement").
The parties hereto desire to amend the Merger Agreement to increase the
Merger Consideration (as defined in the Merger Agreement) as follows:
1. Capitalized terms, not otherwise defined herein, are used herein as
defined in the Merger Agreement.
2. If the Stockholder's Meeting is held and the Stockholder Approval is
obtained on July 28, 2000 or on or before such later date as to which JAKKS may,
in its sole discretion, consent, (a) the Merger Consideration payable, pursuant
to Section 5.2 of the Merger Agreement, in respect of each share of Pentech
Common Stock outstanding at the Effective Time shall be $1.60 per share, and (b)
the Merger Consideration payable, pursuant to Section 5.4 of the Merger
Agreement, in respect of each share of Pentech Common Stock subject to an
Eligible Option shall be in an amount equal to the excess of $1.60 over the
exercise price of such Eligible Option with respect to such share (and Section
1.21 of the Merger Agreement shall be amended by replacing "$1.40" by "$1.60").
If the Stockholder Approval is not obtained on or before such date, unless JAKKS
otherwise agrees, the increase of the Merger Consideration (and the amendment to
Section 1.21 of the Merger Agreement) provided in the foregoing sentence shall
terminate and the Merger Consideration shall be determined as initially provided
in the Merger Agreement.
3. In all other respects, the Merger Agreement shall remain in full
force and effect.
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IN WITNESS WHEREOF, the undersigned, by their duly authorized officers,
have duly executed this First Amendment as of July 13, 2000.
PENTECH INTERNATIONAL INC. JAKKS PACIFIC, INC.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxx Name: Xxxx Xxxxxxxx
Tile: Chief Executive Officer Title: Chairman (Chief Executive Officer)
JAKKS ACQUISITION II, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: President (Chief Executive Officer)
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