EXHIBIT 10.32
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
Amendment No. 1, dated as of June 26, 2000 to the Rights Agreement, dated
as of April 24, 1997 ("Agreement"), between CFM Technologies, Inc., a
Pennsylvania corporation (the "Company"), and American Stock Transfer & Trust
Co., as Rights Agent (the "Rights Agent").
BACKGROUND STATEMENT
The Board of Directors of the Company, on April 18, 2000, authorized that
the Agreement be amended, in accordance with Section 27 thereof, to (i) render
the Agreement inapplicable to any business combination transaction contemplated
between CFM and Xxxxxxx Technology, Inc. ("Mattson"), including any part thereof
contemplated by a merger agreement or other documents forming part of the
transaction (a "Mattson transaction"), (ii) ensure that (x) none of Mattson or
its subsidiaries is an Acquiring Person (as defined in the Agreement) pursuant
to the Agreement by virtue of the execution of a merger agreement, the
consummation of a Mattson transaction or the other transactions contemplated in
a merger agreement or other documents forming part of a Mattson transaction, and
(y) a Distribution Date, Flip-in Event, or Flip-Over Event (as such terms are
defined in the Rights Agreement) does not occur by reason of the execution of a
merger agreement or other document forming part of a Mattson transaction, the
consummation of a Mattson transaction or the consummation of the transactions
contemplated in a merger agreement or other documents forming part of a Mattson
transaction, and that such provisions in the Agreement may not be further
amended by the Company without the prior consent of Mattson, in its sole
discretion, until any merger agreement or similar document evidencing a Mattson
transaction has been terminated.
STATEMENT OF AGREEMENT
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, in accordance with Section 27 the Agreement, the Agreement is
hereby amended as follows:
SECTION 1. CERTAIN DEFINITIONS.
(a) The definition of "Acquiring Person" is amended to add the following
sentence to the end of Section 1(a): Notwithstanding the foregoing or anything
in this Agreement to the contrary, neither Mattson nor any of its subsidiaries
shall be considered or deemed to be an "Acquiring Person" under this Agreement.
(b) The definition of "Distribution Date" is hereby amended to add the
following sentence to the end of Section 1(i): Notwithstanding the foregoing or
anything herein to the contrary, the definition of "Distribution Date" shall not
include any day or date that would otherwise be included to the extent such day
or date is related to a Mattson transaction, including the consummation of such
a transaction or the execution of any merger agreement or any other document
forming part of such a transaction.
(c) The definition of "Flip-in Event" is hereby amended to add the
following sentence to the end of Section 1(n): Notwithstanding the foregoing or
anything in this Agreement to the contrary, the definition of Flip-in Event
shall not include a Mattson transaction, including the consummation of such a
transaction, or the execution of any merger agreement or any other document
forming part of such a transaction.
SECTION 2. MISCELLANEOUS.
(a) The Agreement is hereby further amended in whatever way necessary to
render it, and any rights contemplated under it, inapplicable to and unaffected
by, any transaction between the Company and Mattson, including the consummation
of such a transaction or the execution of any merger agreement or other document
forming part of such transaction.
(b) No provision set forth in this Amendment No. 1 shall be amended or
modified without the consent of Mattson until such time as any Mattson
transaction has been consummated or terminated.
CFM TECHNOLOGIES, INC.
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Chief Financial Officer
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