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EXHIBIT 99.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of July 22, 1997, to the Rights Agreement,
dated as of May 22, 1995 (the "Rights Agreement"), between Healthdyne
Technologies, Inc., a Georgia corporation (the "Company"), and SunTrust Bank,
Atlanta, a Georgia banking corporation, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 26 of the Rights Agreement;
WHEREAS, the Board of Directors of the Company has voted in
favor of this Amendment at a meeting of directors duly called and held;
WHEREAS, there are Continuing Directors (as defined in the
Rights Agreement) serving on the Board of Directors of the Company and a
majority of the Continuing Directors have voted in favor of this Amendment at a
meeting of directors duly called and held;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agree-
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ment and this Amendment, the parties hereby agree as follows:
1. The Rights Agreement is amended to add a new Section 34
at the end thereof which shall read in its entirety as follows:
"Section 34. Establishment of Fund for Continuing
Directors. The Board may, at any time it deems appropriate,
establish or set aside one or more funds, whether in trust,
escrow or otherwise (and regardless of whether such fund is
combined with any other fund established or set aside by the
Company), for the purpose of assuring that adequate resources
are available to the Continuing Directors in order to enable
them to carry out their prescribed functions under this
Agreement and to fulfill their fiduciary obligations to
stockholders of the Company."
2. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.
3. The foregoing amendment shall be effective as of the
date hereof and, except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
4. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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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.
HEALTHDYNE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title:Vice President, General Counsel
and Secretary
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title:Vice President
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