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Exhibit 4.4.
FIRST AMENDMENT TO
RIGHTS AGREEMENT
THIS FIRST AMENDMENT to that certain Rights Agreement, dated February 11,
1999, by and between Per-Se Technologies, Inc., formerly known as Medaphis
Corporation, a Delaware corporation ("Per-Se") and American Stock Transfer &
Trust Company, Rights Agent (the "Rights Agent") is made and entered into this
4th day of May 2000.
STATEMENT OF BACKGROUND INFORMATION
Per-Se and the Rights Agent entered into that certain Rights Agreement,
dated February 11, 1999, by and between Per-Se Technologies, Inc., formerly
known as Medaphis Corporation (the "Agreement"), providing, for the dividend
distribution of one right for each share of common stock of Per-Se outstanding,
each right initially representing the right to purchase one one-hundredth of a
share of Series A Junior Participating Preferred Stock. Certain events are
triggered upon any person becoming an Acquiring Person as defined in Section
1(a) of the Agreement.
Section 27(a) provides for the amendment or modification of the Agreement
and the Company desires to amend the Agreement pursuant to such Section 27(a) to
provide for an additional exclusion from the definition of "Acquired Person" and
make such other changes, deletions or additions as the Board may determine.
Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
STATEMENT OF AMENDMENT
The Agreement is hereby amended as follows:
1. In each instance in which the name Medaphis Corporation appears such
term shall mean Per-Se Technologies, Inc., a Delaware Corporation.
2. Section 1(a) of the Agreement is amended by deleting the word "or"
appearing in line 23 thereof and inserting new subsection (vi) in the 5th line
from the bottom as follows:
or (iv) Xxxxx X. Xxxxx and Xxxxx Partners, L.P. (collectively, "Xxxxx
Fund Management"), so long as Xxxxx Fund Management does not become
the Beneficial Owner of 20% or more of the then outstanding shares of
Common Stock,
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Except as specifically amended herein, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, each of the parties has caused this First Amendment to
the Agreement to be executed by its duly authorized representative as of the day
and year first above written.
PER-SE TECHNOLOGIES, INC. AMERICAN STOCK TRANSFER &
TRUST COMPANY, RIGHTS AGENT
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXXX X. XXXXXX
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Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxx
President and Chief Executive Officer Title: Vice President
