EXHIBIT 4.4
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 27 of the Rights Agreement
between BANKBOSTON, N.A. (the "Rights Agent") and CYTYC CORPORATION (THE
"COMPANY") dated 8/27/97 (the "Rights Agreement"), the Rights Agent and
Cytyc Corporation desire to amend the Agreement to appoint EquiServe Trust
Company, N.A.
2. EFFECTIVENESS. This Amendment shall be effective as of January 3, 2003 (the
"Amendment") and all defined terms and definitions in the Agreement shall
be the same in the Amendment except as specifically revised by the
Amendment.
3. REVISION. The section in the Agreement entitled "Change of Rights Agent" is
hereby deleted in its entirety and replaced with the following:
CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Company and to each transfer agent of the
Common Stock and Preferred Stock by registered or certified mail and to the
holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon thirty (30)
days' notice in writing mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Stock
and Preferred Stock by registered or certified mail, and to the holders of
the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of thirty (30) days after
giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights
Agent or by any registered holder of a Right Certificate (who shall, with
such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Right Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation or trust company organized and doing business
under the laws of the United States or any state thereof, in good standing,
which is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or
state authority and which has individually or combined with an affiliate at
the time its appointment as Rights Agent a combined capital and surplus of
at least $50 million dollars or (b) an affiliate of a corporation described
in clause (a) of this sentence. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and
responsibilities as
if it had been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and or
Preferred Stock, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for
in this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or
the appointment of the successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this third day of January, 2003.
CYTYC CORPORATION BANKBOSTON, N.A.
/s/ A. Xxxxxxx Xxxxxxx-Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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A. Xxxxxxx Xxxxxxx-Xxxxxxx By: Xxxxxx X. Xxxxxx
Vice President, General Counsel Title: Managing Director
and Secretary
EQUISERVE TRUST COMPANY, N.A.
/s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
Title: Managing Director
