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EXHIBIT 25
HEALTHDYNE TECHNOLOGIES, INC.
AMENDMENT NO. 1
HEALTHDYNE TECHNOLOGIES, INC. RIGHTS AGREEMENT
This Amendment No. 1 to the Healthdyne Technologies, Inc. Rights
Agreement dated as of May 22, 1995 ("Rights Agreement") between Healthdyne
Technologies, Inc. (the "Company") and SunTrust Bank, Atlanta (formerly Trust
Company Bank), Rights Agent, amends the terms and provisions of the Rights
Agreement as follows:
I.
Amend the first sentence of Section 3(a) by deleting such sentence in
its entirety and substituting in lieu thereof the following language:
(a) Until the earlier of (i) the close of business on the tenth day
after the Stock Acquisition Date (or, if the tenth day after the Stock
Acquisition Date occurs before the Record Date, the close of business on the
Record Date) or (ii) at such time, as the Company's Board of Directors may
designate, after the date that a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such plan) is first published or sent or given within the meaning of
Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if
upon consummation thereof, such Person would be the Beneficial Owner of 20% or
more of the shares of Common Stock then outstanding (the earlier of (i) and
(ii), as either of such periods may be extended pursuant to the provisions of
Section 26 hereof, being herein referred to as the "Distribution Date"), (x)
the Rights will be evidenced (subject to the provisions of paragraph (b) of
this Section 3) by the certificates for the Common Stock registered in the
names of the holders of the Common Stock (which certificates for Common Stock
shall be deemed also to be certificates for Rights) and not by separate
certificates, and (y) the Rights will be transferable only in connection with
the transfer of the underlying shares of Common Stock (including a transfer to
the Company).
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II.
This Amendment No. 1 shall be effective as of the date of its
adoption by the Board of Directors of the Company and shall be executed by the
Rights Agent upon delivery of a certificate signed by a Continuing Director (as
defined in the Plan) which states that the amendment is in compliance with the
terms of Section 26 of the Rights Agreement.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
amendment to the Rights Agreement to be duly executed this _____ day of
January, 1997.
Attest: HEALTHDYNE TECHNOLOGIES, INC.
_______________________________ By: ____________________________
Name: Name:
Title: Title:
Attest: SUNTRUST BANK, ATLANTA
_______________________________ By: ____________________________
Name: Name:
Title: Title:
