EXHIBIT 4.4
AMENDMENT NO. 3
to the
RIGHTS AGREEMENT
Between
INTERDIGITAL COMMUNICATIONS CORPORATION
and
AMERICAN STOCK TRANSFER AND TRUST COMPANY
dated as of
DECEMBER 31, 1996
THIS AMENDMENT NO. 3, dated as of March 24, 2000, to the RIGHTS AGREEMENT
between INTERDIGITAL COMMUNICATIONS CORPORATION and AMERICAN STOCK TRANSFER AND
TRUST COMPANY dated as of DECEMBER 31, 1996.
WHEREAS, InterDigital Communications Corporation ("InterDigital") and American
Stock Transfer and Trust Company ("ASTT") entered into a Rights Agreement, dated
as of December 31, 1996 (the "Agreement"); and
WHEREAS, the Independent Directors, as defined in Section 1(l) of the Agreement
have unanimously approved all of the following amendments, and particularly the
amendment set forth in paragraph (1) below, as required by Section 26 of the
Agreement; and
WHEREAS, InterDigital desires to amend the Agreement as set forth more
specifically below; and
WHEREAS, to implement the desired Amendments, already approved by the
InterDigital Board of Directors, InterDigital and ASTT, pursuant to Section 26
of the Agreement, have agreed to amend the Agreement as set forth herein.
NOW THEREFORE, the parties, intending to be legally bound, agree as follows:
(1) The Purchase Price designated in Section 7(b), and in any
other place in which it appears in such Rights Agreement, shall be changed from
$45.00 to $250.00
(2) The definition of "Acquiring Person" in Section 1(a) shall
be amended to read as follows:
"(a) "Acquiring Person" means any Person (other than
the Company, any Subsidiary of the Company, any
employee benefit plan maintained by the Company or
any of its Subsidiaries or any trustee or fiduciary
with respect to such plan acting in such capacity)
that shall be the Beneficial Owner of 10% or
more of the shares of Common Stock then outstanding;
provided, however, that the term "Acquiring Person"
shall not include an Exempt
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Person. Notwithstanding the foregoing, if a majority
of the Independent Directors determines in good faith
that a Person who would otherwise be an Acquiring
Person has become such inadvertently and without any
intention of changing or influencing control of the
Company, and if such Person divests himself or itself
as promptly as practicable of a sufficient number of
such shares of Common Stock so that such Person would
no longer be the Beneficial Owner of that percentage
of shares which would otherwise result in him or it
being an Acquiring Person, then such Person shall not
be deemed to be or to have become an Acquiring Person
for any purposes of this Agreement. A majority of the
Independent Directors may make all determinations of
fact and intent necessary for purposes of the
preceding exception so long as made by them in good
faith."
(3) Section 1(c)(i) shall be amended by adding the
following phrase at the end of such subsection:
"but the foregoing exception shall not apply, whether
or not reportable by such Person on Schedule 13D
under the Exchange Act, if such voting power arises
from a revocable proxy given in response to a proxy
or consent solicited by or on behalf of such Person
and in furtherance of such Person's publicly
announced intention to acquire control, through any
means, over the Company or its Board of Directors or
in furtherance of such Person's publicly announced
and unsolicited intention to acquire all or
substantially all of the assets or stock of the
Company;"
(4) The definition of "Stock Acquisition Date" in Section
1(v) shall be amended to read as follows:
"(v) "Stock Acquisition Date" means the earliest of
(i) the first date of public announcement (including,
without limitation, the filing of any report pursuant
to Section 13(d) of the Exchange Act) by the Company
or an Acquiring Person that an Acquiring Person has
become such; (ii) the date that a majority of the
Independent Directors first becomes aware that an
Acquiring Person has become such; or (iii) the actual
date, to the extent such can be ascertained with
certainty by the Company or a majority of the
Independent Directors, that an Acquiring Person
actually became such."
(5) Clause (i) of Section 3(a) shall be amended as follows:
"Until (i) the earliest of (x) the Close of Business
on the tenth Business Day after the Stock Acquisition
Date, (y) the Close of Business on the tenth Business
Day after the date that a tender or exchange offer by
any Person (other than the Company, any Subsidiary of
the Company, any
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employee benefit plan maintained by the Company or
any of its Subsidiaries or any trustee or fiduciary
with respect to such plan acting in such capacity) is
first published or sent or given within the meaning
of Rule 14d-4(a) of the Exchange Act Regulations or
any successor rule, if upon consummation thereof such
Person would be the Beneficial Owner of 10% or more
of the shares of Company Common Stock then
outstanding, or (z) the Close of Business on the
tenth Business Day after the first date that any
Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan maintained by the
Company or any of its Subsidiaries or any trustee or
fiduciary with respect to such plan acting in such
capacity) publicly announces an intent to acquire
control over the Company and proposes in a proxy or
consent solicitation (including a public announcement
of such or the preliminary filing of a proxy or
consent solicitation statement with the Securities
and Exchange Commission) to elect such number of
directors as, were they elected, would represent a
change of control in the composition of the Board of
Directors of the Company such that the nominees of
such Person, if elected, would outnumber the
Independent Directors on the Board of Directors of
the Company, or (ii) ..."
(6) Section 26 shall be amended as follows:
"Section 26. Supplements and Amendments. Prior to the
Distribution Date and subject to the penultimate
sentence of this Section 26, the Company and the
Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement
without the approval of any holders of certificates
evidencing shares of Company Common Stock. From and
after the Distribution Date, the Company and the
Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the
approval of any holders of Rights Certificates in
order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein that may be
defective or inconsistent with any other provisions
herein, (iii) to shorten or lengthen any time period
hereunder, or (iv) to change or supplement the
provisions hereunder in any manner that the Company
may deem necessary or desirable and that shall not
adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person);
provided, however, that this Agreement may not be
supplemented or amended to lengthen, pursuant to
clause (iii) of this sentence, (A) subject to Section
30, a time period relating to when the Rights may be
redeemed at such time as the Rights are not then
redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the
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benefits to the holders of the Rights. The foregoing
to the contrary notwithstanding, from and after the
Distribution Date, any supplement or amendment not
restricted only to clauses (i) and (ii) of the
preceding sentence shall be effective only if there
are Independent Directors then in office, and such
supplement or amendment shall also have been approved
by a majority of such Independent Directors. Upon the
delivery of a certificate from an appropriate officer
of the Company or, in any case where the concurrence
of a majority of the Independent Directors is
required, from the majority of the Independent
Directors, that states that the proposed supplement
or amendment is in compliance with the terms of this
Section 26, the Rights Agent shall execute such
supplement or amendment, subject to the Right Agent's
right to apply to counsel by the Right Agent and the
Right Agent being reasonably assured that such
supplement or amendment is no way detrimental to the
Right Agent's right or interest. Notwithstanding
anything contained in this Agreement to the contrary,
no supplement or amendment shall be made that changes
the Redemption Price, the Purchase Price, the
Expiration Date or the number of Units of Preferred
Stock for which a Right is exercisable without the
approval of a majority of the Independent Directors.
Prior to the Distribution Date, the interests of the
holders of Rights shall be deemed coincident with the
interests of the holders of Company Common Stock."
(7) Amendments No. 1 and No. 2 to the Rights Agreement
are hereby rescinded and revoked in their entirety.
(8) All other terms, provisions and conditions of the
Agreement remain unaltered and in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be duly
executed, all as of the date first written above.
ATTEST: INTERDIGITAL COMMUNICATIONS
CORPORATION
By: By:
-------------------------- ---------------------------
Name: Name:
Title: Title:
ATTEST: AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By: By:
-------------------------- ---------------------------
Name: Name:
Title: Title:
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