EXHIBIT 1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (the "Amendment") is made and
entered into by and among ARTERIAL VASCULAR ENGINEERING, INC., a Delaware
corporation (the "Company") and BankBoston, N.A. (formerly known as The First
National Bank of Boston) (the "Rights Agent").
WHEREAS, the Company entered into a Rights Agreement dated as of
February 26, 1997 with the Rights Agent (the "Rights Agreement");
WHEREAS, in connection with the Rights Agreement, the Company issued a
dividend to holders of the Company's common stock of rights ("Rights") to
purchase shares of certain of the Company's preferred stock;
WHEREAS, the Board of Directors of the Company has approved this
Amendment and authorized its appropriate officers to execute and deliver the
same to the Rights Agent;
NOW, THEREFORE, in accordance with the procedures for amendment of the
Rights Agreement set forth in Section 27 thereof, and in consideration of the
premises and mutual agreements herein set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. The Rights Agreement is hereby amended so that the phrase
"initially be $75.00" found in Section 7(b) shall be replaced
with the phrase " be $175.00."
2. The Rights Agreement is hereby amended so that the following
clause is added to the end of the first sentence of Section
11(o): "provided, however, that notwithstanding the stock
dividend distributed by the Company on March 2, 1998, the
number of one one-hundredths of a Preferred Share purchasable
shall be that number of one one-hundredths of a Preferred
Share purchasable assuming such stock dividend had not been
distributed.";
3. The Form of Right Certificate attached as Exhibit B to the
Rights Agreement is hereby amended so that the amount "$75.00"
found in the first paragraph shall be replaced with the amount
"$175.00."
4. The Summary of Rights to Purchase Preferred Shares attached as
Exhibit C to the Rights Agreement is hereby amended so that
the amount "$75.00" found in the first paragraph shall be
replaced with the amount "$175.00."
5. This Amendment shall be immediately effective upon its
execution by the Company and the Rights Agent.
1.
6. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Except as amended hereby, the Rights Agreement shall remain in
full force and effect.
8. This Amendment shall be deemed to be a contract made under the
laws of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such
State.
2.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and year set forth next to each of the
signatures written below.
ATTEST: ARTERIAL VASCULAR ENGINEERING, INC.
/s/ Xxxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxx
----------------------------------------- -----------------------------------
Xxxxxxxx Xxxxxxx Xxxxx X. Xxxxxx
General Counsel, Secretary President and Chief Executive
Officer
Date: May 22, 1998 Date: May 22, 1998
BANKBOSTON, N.A. (formerly known as)
ATTEST: THE FIRST NATIONAL BANK OF BOSTON
/s/ Xxxxxxxx Xxxxx /s/ Xxxxxxxxx X. Xxxxxxxx
----------------------------------------- -----------------------------------
Xxxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxxxx
Account Manager Title: Administration Manager
Date: May 28, 1998 Date: May 28, 1998
3.
