Exhibit 1.1
AMENDMENT NO. 1
TO AMENDED & RESTATED
SHAREHOLDER RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Amended & Restated
Shareholder Rights Agreement dated March 24, 2003 (the "Agreement") by and
between Span-America Medical Systems, Inc., a South Carolina corporation (the
"Company"), and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent"), is entered into by and between the Company and the Rights Agent
as of November 19, 2003, to be effective as of such date. Capitalized terms used
in this Amendment and not otherwise defined herein have the same meaning as
ascribed to such terms in the Agreement.
WHEREAS, Section 27 of the Agreement generally provides in part that,
prior to the Distribution Date, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend any provision of the Agreement without
the approval of any holders of certificates representing shares of the Company's
Common Stock;
WHEREAS, no Distribution Date has occurred, the Company has directed
the Rights Agent to amend the Agreement as set forth below and the amendments
set forth below;
NOW THEREFORE, in consideration for the mutual covenants contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
1. Change in Definition of "Person": The definition of "Person" set
forth Section (1)(s) of the Agreement is hereby amended by deleting the phrase
"and includes, without limitation, an unincorporated group of persons who, by
formal or informal agreement or arrangement (whether or not in writing), have
embarked on a common purpose or act" therefrom so that the definition of
"Person" as amended hereby reads in its entirety as follows:
(s) "Person" shall mean any individual, firm,
corporation, partnership, limited liability company, limited liability
partnership, trust, syndicate or other entity.
2. No Other Amendments. Except as explicitly provided in this
Amendment, the Agreement shall remain in full force and effect and unamended
hereby. All references to the "Agreement" set forth in the Agreement shall mean
the Agreement as amended by this Amendment.
3. Applicable Law. This Amendment shall be deemed to be a contract made
under the laws of the State of South Carolina 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 to be performed entirely within South Carolina.
1 of 2
4. Headings. The headings contained in this Amendment are inserted
for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.
5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested as of November 19, 2003.
ATTEST: SPAN-AMERICA MEDICAL SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxx
Secretary President & Chief Executive Officer
ATTEST: AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
Assistant Secretary Vice President
2 of 2
