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EXHIBIT 99.4
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement (this "Amendment"),
dated as of October 15, 1998, by and between Quarterdeck Corporation, a Delaware
corporation (the "Company"), and American Stock Transfer & Trust Company (the
"Successor Rights Agent"), is an amendment to that certain Rights Agreement,
dated as of August 11, 1992 (as amended, the "Rights Agreement"), made by and
between the Company and Bank of America National Trust and Savings Association
(the "Original Rights Agent"). Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS, the Company and the Original Rights Agent were
parties to that certain Rights Agreement;
WHEREAS, the Original Rights Agent resigned as Rights Agent
and, pursuant to the Amendment to Rights Agreement, dated as of November 7,
1996, by and between the Company and the Successor Rights Agent, the Successor
Rights Agent was appointed to replace the Original Rights Agent as Rights Agent
under the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company may, prior to the Distribution Date, without the approval of the holders
of the Company's Common Stock, $.001 par value per share (the "Common Stock"),
amend or supplement the Rights Agreement;
WHEREAS, on October 14, 1998, the Company's Board of Directors
acted to amend the Rights Agreement as set forth in Section 1 below;
WHEREAS, Section 27 of the Rights Agreement provides that
after such Board action, the Company shall give notice of such amendment to the
Successor Rights Agent and the holders of the then outstanding Rights by mailing
such notice to all such holders at their addresses as they appear on the
registry of the Transfer Agent for the Common Stock;
WHEREAS, Section 27 also provides that upon delivery of a
certificate from an appropriate officer of the Company that states that the
proposed amendment to the Rights Agreement is in compliance with Section 27 (the
"Officer's Certificate"), the Successor Rights Agent shall execute an amendment
to the Rights Agreement reflecting such amendment; and
WHEREAS, the Officer's Certificate has been delivered by the
Company to the Successor Rights Agent;
NOW, THEREFORE, in consideration of the premises and of the
covenants herein contained, the parties hereto agree as follows:
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1. AMENDMENT TO RIGHTS AGREEMENT. A Section 35 shall be added
to the Rights Agreement, which Section shall read as follows:
"Section 35. Symantec Tender Offer. Notwithstanding anything
in this Agreement to the contrary, the acquisition of Common Shares (an
"Acquisition") by Symantec Corporation, a Delaware corporation ("Symantec"), any
wholly-owned subsidiary of Symantec or any Affiliate or Associate of Symantec
solely as a result of the transactions relating to and contemplated by that
certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of
October 15, 1998, by and between the Company, Symantec and Quarterdeck
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
Symantec ("Acquisition Sub"), including, without limitation, the proposed tender
offer by Acquisition (the "Tender Offer") for all of the issued and outstanding
Common Shares of the Company and the proposed subsequent merger (the "Merger")
of Symantec or Acquisition Sub with and into the Company, or of the Company with
and into Symantec or Acquisition Sub, shall not result in Symantec, Acquisition
Sub, or any of their respective Affiliates or Associates being deemed an
Acquiring Person for purposes of this Agreement. In addition, neither the Tender
Offer (including, without limitation, the announcement and commencement of the
Tender Offer and the acquisition of Common Shares or Preferred Shares pursuant
to the Tender Offer) nor the proposed subsequent Merger shall result in a
Distribution Date, as defined herein. The Tender Offer shall constitute a
Permitted Offer for purposes of this Agreement and no provision hereof shall
operate to make the Rights exercisable as a result of such Tender Offer. In the
event of the consummation of the Merger, this Agreement shall terminate
immediately at such time as a certificate of merger evidencing the Merger is
filed with the Secretary of State of the State of Delaware."
2. STATUS OF RIGHTS AGREEMENT. Except as otherwise amended,
modified or supplemented by this Amendment, the Rights Agreement shall continue
in full force and effect.
3. COUNTERPARTS. This Amendment may be executed
simultaneously, in two counterparts, each of which shall be deemed an original,
but both of which together shall constitute one and the same instrument.
4. APPLICABLE LAW. This Amendment shall be construed and
enforced in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
QUARTERDECK CORPORATION
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By: Xxxxx X. Xxxxxx
Its: Acting Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST
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By:
Its:
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QUARTERDECK CORPORATION
OFFICER'S CERTIFICATE
The undersigned, Xxxxx X. Xxxxxx, hereby certifies, pursuant to Section 27 of
the Rights Agreement, dated as of August 11, 1992 (as amended, the "Rights
Agreement"), made by and between Quarterdeck Corporation, a Delaware corporation
(the "Company") and American Stock Transfer & Trust Company (the "Successor
Rights Agent"), as successor to Bank of America National Trust and Savings
Association (the "Original Rights Agent"), that:
1. He is the duly elected, qualified and acting Chief Financial
Officer of the Company, and as such, has access to the
Company's corporate records and is familiar with the matters
therein contained and herein certified;
2. The second amendment to the Rights Agreement, effected by
action of the Board of Directors of the Company on October 15,
1998 pursuant to a resolution in the form attached hereto as
Exhibit A, is in compliance with the terms of Section 27 of
the Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as
of October 15, 1998.
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Xxxxx X. Xxxxxx
Acting Chief Financial Officer
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Quarterdeck Corporation
00000 Xxxxxxxx Xxx, Xxxxx Xxxxx
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
(000) 000-0000
October 15, 1998
All Holders of Quarterdeck Corporation Preferred Share Purchase Rights
Re: Rights Agreement, dated as of August 11, 1992 (as amended, the
"Rights Agreement"), made by and between Quarterdeck
Corporation, a Delaware corporation (the "Company"), and
American Stock Transfer & Trust Company (the "Successor Rights
Agent"), as successor to Bank of America National Trust and
Savings Association (the "Original Rights Agent")
To Holders of Quarterdeck Corporation Preferred Share Purchase Rights:
Reference is made to the Rights Agreement, dated as of August
11, 1992 (as amended, the "Rights Agreement"), made by and between Quarterdeck
Corporation, a Delaware corporation (the "Company"), and American Stock Transfer
& Trust Company (the "Successor Rights Agent"), as successor to Bank of America
National Trust and Savings Association (the "Original Rights Agent"). Pursuant
to Section 27 of the Rights Agreement, the Board of Directors of the Company
(the "Board") may, prior to the Distribution Date (as defined in the Rights
Agreement), supplement or amend the Rights Agreement without the approval of any
holders of the Company's Common Stock, $.001 par value per share (the "Common
Stock"). On October 14, 1998, the Board amended the Rights Agreement as
described in Exhibit A attached hereto. Pursuant to Section 27 of the Rights
Agreement, the Company hereby notifies you of such amendment.
Very truly yours,
QUARTERDECK CORPORATION
