EXHIBIT 99.4
AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated May 21, 2001, to that certain Rights Agreement, dated
as of April 24, 1998 (the "Rights Agreement"), by and between Odetics, Inc., a
Delaware corporation (the "Company") and Fleet National Bank (a.k.a. Bank
Boston, N.A.) (the "Rights Agent"), is made by and between the Company and the
Rights Agent and shall be effective as of the date hereof. Capitalized terms
used herein without definition shall have the meanings given them in the Rights
Agreement.
Recitals
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A. The Board of Directors of the Company may amend the Rights Agreement at
any time prior to the Distribution Date.
B. The Distribution Date has not occurred.
C. The Board of Directors of the Company desires to amend the Rights
Agreement as set forth below.
Agreement
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1. The Company and the Rights Agent hereby agree that the definition of
"Acquiring Person" set forth in Section 1 of the Rights Agreement is hereby
amended in its entirety to read as follows (the amended language being
emphasized below):
"Acquiring Person" shall mean (i) any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall, as a result of a
transaction or transactions not approved by a majority of the Continuing
Directors, be the Beneficial Owner (as such term is hereinafter defined) of
15% or more of the shares of Common Stock of the Company then outstanding,
but shall not include (1) the Company, any Subsidiary (as such term is
hereinafter defined) of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, or any entity holding shares of
Common Stock for or pursuant to the terms of any such plan.
Notwithstanding the foregoing: (i) 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 beneficially owned by such Person to 15% or
more of the shares of Common Stock of the Company then out standing;
provided, however, that if a Person shall become the Beneficial Owner of
15% or more of the shares of Common Stock of the Company then outstanding
by reason of share purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any additional
shares of Common Stock of the Company (or, in the case of the members of
the Investor Group, become the Beneficial Owner of any additional shares of
Common Stock of the Company), then such Person shall be deemed to be an
"Acquiring Person" hereunder; and (ii) if the Board of Directors of the
Company determines (upon approval by a majority of the Continuing Directors
(as such term is hereinafter defined)) in good faith that a Person who
would otherwise be an "Acquiring Person" as defined pursuant to the
foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests as promptly as practicable a
sufficient number of shares of Common Stock so that such Person would no
longer be an "Acquiring Person" (as defined pursuant to the foregoing
provisions of this paragraph (a)), then such Person shall not be deemed to
be an "Acquiring Person" for any purpose of this Agreement.
2. Except as amended above, the Rights Agreement shall continue in full
force and effect.
In witness whereof, the authorized representatives of the Company and the
Rights Agent hereby execute this Amendment as of the date first written above.
ODETICS, INC. FLEET NATIONAL BANK
/s/ XXXX XXXXXXX /s/ XXXXXX X. XXXXXX
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By: Xxxx Xxxxxxx By: Xxxxxx X. XxXxxx
Its: Chief Executive Officer Its: Senior Acct. Manager
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