Exhibit 4.1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is entered into as of
February 14, 2003, between LTX Corporation, a Massachusetts corporation (the
"Company"), and EquiServe Trust Company, N.A., as Rights Agents (the "Rights
Agent"). Capitalized terms not otherwise defined herein shall have the meanings
given them in the Rights Agreement dated as of April 30, 1999, between the
parties hereto.
RECITALS
WHEREAS, the Board of Directors of the Company has determined that it is in the
best interests of the Company to amend the Rights Agreement to modify the
definition of Acquiring Person to exclude a certain stockholder that
inadvertently became the beneficial owner of more than 15% of the Common Stock
of the Company from such definition in specified circumstances; and
WHEREAS, the Company has determined that the Rights Agreement be amended in
accordance with Section 27 of the Rights Agreement, as set forth herein, and the
Rights Agent is hereby directed to join in the amendment to the Rights Agreement
as set forth herein.
AGREEMENT
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
1. Section 1(a) of the Rights Agreement is hereby amended to read in its
entirety as follows:
(a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 15% or more of the shares of Common Stock then outstanding,
but shall not include (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, (iv) any Person organized, appointed or
established by the Company for or pursuant to the terms of any such
plan, or (v) an Exempted Person. Notwithstanding the foregoing, (x) if
the Board determines in good faith that a Person who would otherwise
be an "Acquiring Person", as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently, and
such Person divests as promptly as practicable a sufficient number of
shares of Common Stock so that such Person would no longer be an
"Acquiring Person", as defined pursuant to the fore going provisions
of this paragraph (a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement unless and until
such Person shall again become an "Acquiring Person" and (y) any such
Person who becomes the Beneficial Owner of fifteen percent (15%) or
more of the shares of the Common Stock then outstanding as a result of
a reduction in the number of shares of Common Stock then outstanding
due to the repurchase of shares of Common Stock by the Company shall
not be deemed to be an "Acquiring Person" for any purposes of this
Agreement unless and until such Person, after becoming aware that such
Person has become the Beneficial Owner of fifteen percent (15%) or
more of the shares of Common Stock then outstanding, acquires
beneficial ownership of any additional shares of Common Stock (other
than by means of a stock dividend or stock split)."
2. Section 1(ff) of the Rights Agreement is hereby added as follows:
(ff) "Exempted Person" shall mean:
(i) Capital Group International Inc., together with all of its Affiliates
and Associates ("Capital Group International"), which as of the date
of this Amendment reported that it is the Beneficial Owner of more
than 15% of the Company's Common Stock then outstanding, unless and
until the earlier of such time as Capital Group International,
directly or indirectly, becomes the Beneficial Owner of (x) more than
17% of the Common Stock then outstanding (other than under
circumstances described in the second sentence of Section 1(a) hereof
(replacing for purposes of this clause (x) all references in Section
1(a) to 15% with 17%)) or (y) less than 15% of the Common Stock then
outstanding, in either of which event, Capital Group International
immediately shall cease to be an Exempted Person;
3. Except as amended hereby, the Rights Agreement shall remain unchanged and
shall remain in full force and effect.
4. 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.
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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.
LTX CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxxx
Title: Vice President and Chief Financial Officer
EQUISERVE TRUST COMPANY, N.A., RIGHTS AGENT (as successor to Bank Boston, N.A.)
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Director
