AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Exhibit 4(c)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of April 22,
2008, is made between Synaptics Incorporated, a Delaware corporation (the “Company”), and
American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), at the
direction of the Company.
Recitals
WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated
as of August 15, 2002 (the “Agreement”);
WHEREAS, the Company, pursuant to Section 27 of the Agreement, desires to amend the
Agreement;
WHEREAS, this Amendment does not change the Redemption Price; and
WHEREAS, pursuant to Section 27 of the Agreement, the Company has delivered a certificate from
an appropriate officer of the Company which states that this Amendment is in compliance with the
terms of Section 27 of the Agreement and the Company has further directed the Rights Agent to join
in this Amendment.
NOW, THEREFORE, for and in consideration of the premises and the mutual agreements set forth
in this Amendment, and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the Agreement is hereby amended as follows:
Agreement
1. Amendment to Section 1(a). The text of subsection (a) of Section 1 of the Rights
Agreement is deleted in its entirety, and the following is inserted in lieu thereof:
“(a) “Acquiring Person” shall mean any Person (as such term is
hereinafter defined) who or which shall be the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the shares of
Common Stock then outstanding, but shall not include (i) an Exempt
Person (as such term is hereinafter defined) or (ii) any Person who or
which shall be the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding by virtue of a purchase or purchases
made on a national securities exchange in reliance upon information
set forth in a quarterly or an annual report filed by the Company with
the Securities and Exchange Commission unless and until such time as
such Person shall, after such purchase or purchases, become the
Beneficial Owner of additional shares of Common Stock (other than
pursuant to a dividend or distribution paid or made by the Company on
the outstanding Common Stock or pursuant to a split or subdivision of
the outstanding Common Stock), unless upon becoming the Beneficial
Owner of such additional shares of Common Stock, such Person is not
then the Beneficial Owner of 15% or more
of the shares of Common Stock then outstanding; provided, however,
that (i) if the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an “Acquiring Person”
became the Beneficial Owner of a number of shares of Common Stock such
that the Person would otherwise qualify as an “Acquiring Person”
inadvertently (including, without limitation, because (A) such Person
was unaware that it beneficially owned a percentage of Common Stock
that would otherwise cause such Person to be an “Acquiring Person” or
(B) such Person was aware of the extent of its Beneficial Ownership of
Common Stock but had no actual knowledge of the consequences of such
Beneficial Ownership under this Agreement) and without any intention
of changing or influencing control of the Company, then such Person
shall not be deemed to be or to have become an “Acquiring Person” for
any purposes of this Agreement unless and until such Person shall have
failed to divest itself, as soon as practicable (as determined, in
good faith, by the Board of Directors of the Company), of Beneficial
Ownership of a sufficient number of shares of Common Stock so that
such Person would no longer otherwise qualify as an “Acquiring
Person”, (ii) if, as of the date of this Agreement or prior to the
first public announcement of the adoption of this Agreement, any
Person is or becomes the Beneficial Owner of 15% or more of the shares
of Common Stock outstanding, such Person shall not be deemed to be or
to become an “Acquiring Person” unless and until such time as such
Person shall, after the first public announcement of the adoption of
this Agreement, become the Beneficial Owner of additional shares of
Common Stock (other than pursuant to a dividend or distribution paid
or made by the Company on the outstanding Common Stock or pursuant to
a split or subdivision of the outstanding Common Stock), unless, upon
becoming the Beneficial Owner of such additional shares of Common
Stock, such Person is not then the Beneficial Owner of 15% or more of
the shares of Common Stock then outstanding, and (iii) no Person shall
become an “Acquiring Person” as the result of an acquisition of shares
of Common Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares of Common
Stock beneficially owned by such Person to 15% or more of the shares
of Common Stock then outstanding, provided, however, that if a Person
shall become the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding by reason of such share acquisitions by
the Company and shall thereafter become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a dividend
or distribution paid or made by the Company on the outstanding Common
Stock or pursuant to a split or subdivision of the outstanding Common
Stock), then such Person shall be deemed to be an “Acquiring Person”
unless upon becoming the Beneficial Owner of such additional shares of
Common Stock
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such Person does not beneficially own 15% or more of the shares of
Common Stock then outstanding. For all purposes of this Agreement, any
calculation of the number of shares of Common Stock outstanding at any
particular time, including for purposes of determining the particular
percentage of such outstanding shares of Common Stock of which any
Person is the Beneficial Owner, shall be made in accordance with the
last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as in effect on the date hereof.”
2. Effectiveness. This Amendment shall, pursuant to Section 27 of the Agreement,
become effective immediately upon execution of this Amendment by the Company on the date first
above written, whether or not also executed by the Rights Agent.
3. Effectiveness of Agreement. Except as expressly amended by this Amendment, the
Agreement shall remain in full force and effect, and all references to the Agreement from and after
such time shall be deemed to be references to the Agreement as amended hereby.
4. Severability. The parties intend that this Amendment be enforced and interpreted
as written. If, however, any term, provision, covenant, or restriction of this Amendment is held
by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, the
remainder of the terms, provisions, covenants, and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired, or invalidated.
5. Governing Law. This Amendment shall be deemed to be a contract made 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.
6. Counterparts. 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.
7. Descriptive Headings. Descriptive headings of the several sections, subsections,
and provisions of this Amendment are inserted for convenience of reference only and shall not
control or affect the meaning, interpretation, or construction of any of the terms or provisions
hereof.
8. Capitalized Terms. Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meaning ascribed to such terms in the Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.
| SYNAPTICS INCORPORATED | ||||||
| By: | /s/ Xxxxxxx X. Xxx
|
|||||
| Name: | Xxxxxxx X. Xxx | |||||
| Title: | President & Chief Executive Officer | |||||
| AMERICAN STOCK TRANSFER & TRUST COMPANY | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxx
|
|||||
| Name: | Xxxxxxx X. Xxxxxx | |||||
| Title: | Vice President | |||||
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