Exhibit 4
AMENDMENT NO. 2
TO
RIGHTS AGREEMENT
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (the "Amendment") is entered into as
of the 20th day of August, 1997 between Boston Technology, Inc.,
a Delaware corporation (the "Company"), and State Street Bank & Trust Company,
a national banking association (the "Rights Agent"). Capitalized terms not
otherwise defined herein shall have the meanings given them in the Rights
Agreement by and between the parties hereto.
RECITALS
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company to amend the Rights Agreement as set forth herein
prior to and in connection with the execution of that certain Agreement and
Plan of Merger dated as of August 20, 1997, as the same may be amended from
time to time (the "Merger Agreement"), between Comverse Technology, Inc., a
New York corporation ("Comverse"), and the Company (pursuant to which Merger
Agreement, among other things, the Company shall merge with and into Comverse
(the "Merger")).
WHEREAS, the Company has requested that the Rights Agreement be amended
in accordance with Section 26 of the Rights Agreement, as set forth herein, and
the Rights Agent is willing to amend the Rights Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, the parties, intending to be legally bound, hereby
agree as follows:
I. Section 7(a) of the Rights Agreement is hereby amended to read in its
entirety as follows:
"(a) Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent designated for such purpose, together
with payment of the aggregate Purchase Price with respect to the total number
of shares of Common Stock (or other securities, cash or other assets, as the
case may be) as to which such surrendered Rights are then exercisable, at or
prior to the earlier of (i) the Final Expiration Date, (ii) the time at which
the Rights are redeemed as provided in Section 23 hereof, or (iii) immediately
prior to the Effective Time, as defined in the Agreement and Plan of Merger
dated as of August 20, 1997, as the same may be amended from time to time,
between Comverse Technology, Inc., a New York corporation ("Comverse"), and
the Company (the "Merger Agreement"), pursuant to which Merger Agreement, among
other things, the Company shall merge with and into Comverse (the "Merger")
(the earlier of (i), (ii) and (iii) being herein referred to as the "Expiration
Date")."
I. Section 34 of the Rights Agreement is hereby added as follows:
"Section 34. Comverse Transaction. Notwithstanding any provision of
this Rights Agreement to the contrary, no Distribution Date, Stock Acquisition
Date or Triggering Event shall be deemed to have occurred, neither Comverse
nor any Affiliate or Associate of Comverse shall be deemed to have become an
Acquiring Person and no holder of Rights shall be entitled to exercise such
Rights under or be entitled to any rights pursuant to Section 7(a), 11(a) or
13(a) of this Rights Agreement by reason of (x) the approval, execution,
delivery or effectiveness of the Merger Agreement or (y) the consummation of
the transactions contemplated under the Merger Agreement in accordance with
the terms thereof, (including, without limitation, the consummation of the
Merger)."
I. Except as amended hereby, the Rights Agreement shall remain
unchanged and shall remain in full force and effect.
I. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective duly authorized representatives as of the date
first above written.
BOSTON TECHNOLOGY, INC.
By: /s/ A. K. Xxxxxxxxx
--------------------------
Name: A. K. Xxxxxxxxx
Title: Senior Vice President
of Strategic Alliances
and General Counsel
STATE STREET BANK & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
and Associate Counsel
