EXHIBIT 1
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT is made between Bioject Medical Technologies Inc.,
an Oregon corporation (the "Company"), and American Stock Transfer & Trust
Company (the "Rights Agent"), dated as of October 8, 2002 (this "First
Amendment"), to amend the Rights Agreement, dated as of July 1, 2002, between
the Company and the Rights Agent (the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have entered into the Rights
Agreement;
WHEREAS, the Board of Directors of the Company adopted resolutions on
September 18, 2002 to amend the Rights Agreement as stated below and in
accordance with Section 26 thereof; and
WHEREAS, the Company has directed the Rights Agent to adopt this First
Amendment.
NOW THEREFORE, in consideration of the mutual agreements set forth
herein, the parties agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended in its
entirety to read as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
defined in this Agreement) who or which, together with all Affiliates and
Associates (as such terms are defined in this Agreement) of such Person, shall
be the Beneficial Owner (as such term is defined in this Agreement) of 15% or
more of the shares of Common Stock then outstanding; provided, however, that an
Acquiring Person shall not include the Company, any Subsidiary (as such term is
defined in this Agreement) of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, any entity holding shares of Common
Stock for or pursuant to the terms of any such plan, or Mazama Capital
Management, Inc. or its Affiliates and Associates (collectively, "Mazama");
provided, however, that if Mazama shall become the Beneficial Owner of an
aggregate of 19.99% or more of the shares of Common Stock then outstanding
(regardless of whether such Common Stock was acquired before or after the date
hereof), then Mazama shall be deemed an "Acquiring Person." Notwithstanding the
foregoing, no Person shall be deemed to be an "Acquiring Person" (including
Mazama) either (i) as the result of an acquisition of shares of Common Stock by
the Company which, by reducing the number of shares of Common Stock outstanding,
increases the proportionate number of shares Beneficially Owned by such Person
to 15% or more (or with respect to Mazama, 19.99% or more) of the shares of
Common Stock then outstanding; provided, however, that if a Person shall become
the Beneficial Owner of 15% or more (or with respect to Mazama, 19.99% or more)
of the shares of Common Stock then outstanding by reason of share acquisitions
by the Company and if such Person shall, after such share acquisitions by the
Company, become the Beneficial Owner of any additional shares of Common Stock
representing one percent (1%) or more of Common Stock (other than pursuant to a
dividend or distribution paid or made by the Company on the outstanding Common
Stock or pursuant to a split or subdivision of the outstanding Common
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Stock), then such Person (unless such Person shall be the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any entity holding shares of Common Stock for or
pursuant to the terms of any such plan) shall be deemed an "Acquiring Person,"
or (ii) if the Board of Directors of the Company determines in good faith that a
Person who would otherwise be an "Acquiring Person," as defined by 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 by the
foregoing provisions of this paragraph (a).
2. The Rights Agreement shall remain in full force and effect without
amendment except this First Amendment and any other amendment made in accordance
with Section 26 of the Rights Agreement. All references in the Rights Agreement
to "this Agreement" or the "Agreement" or "hereof" and all references in this
First Amendment to the Agreement shall hereafter be deemed to be references to
the Rights Agreement as amended by this First Amendment and any other amendment
made in accordance with Section 26 of the Rights Agreement. All terms used but
not defined in this First Amendment shall have the meanings ascribed to them in
the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the day and year first above written.
BIOJECT MEDICAL TECHNOLOGIES INC.
By: /s/ XXXX XXXXXXXX
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Name: Xxxx Xxxxxxxx
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Chief Financial Officer
Title: and Vice President of Finance
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AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
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Senior Vice President and
Title: General Counsel
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