EXHIBIT 10.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of May 14, 1999 (the "AMENDMENT"), to the Rights
Agreement dated as of March 31, 1998 (the "RIGHTS AGREEMENT"), between PREMIER
LASER SYSTEMS, INC., a California corporation (the "COMPANY"), and AMERICAN
STOCK TRANSFER AND TRUST COMPANY (the "RIGHTS AGENT").
WHEREAS, the Company proposes to enter into a Secured Convertible
Debenture Purchase Agreement with STRONG RIVER INVESTMENTS, INC., and HERKIMER,
LLC (collectively, the "PURCHASERS") pursuant to which the Purchasers will
acquire 6% Secured Convertible Debentures due 2002 ("Debentures") and Warrants
which securities may, under certain circumstances, be convertible into or
exercisable for in excess of 15% of the Company's Common Shares (as defined in
the Rights Agreement)
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement which specified the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement to permit the
purchase of securities pursuant to the Purchase Agreement and upon the
conversion of the Debentures and exercise of the Warrants, without causing a
Distribution Date under the terms of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has approved this
Amendment in accordance with its Bylaws.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereto agree as follows:
1. AMENDMENT TO RIGHTS AGREEMENT. The Rights Agreement shall be amended
as follows:
(a) Section 1(a) of the Rights Agreement is hereby deleted in its
entirety and replaced by the following:
"(a) "ACQUIRING PERSON" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person
shall be the Beneficial Owner (as such term is hereinafter defined)
of 15% or more of the Common Shares of the Company then outstanding,
but shall not include the Company, any Subsidiary (as such term is
hereinafter defined) of the Company, any employee benefit plan of
the Company or any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of such plan.
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Notwithstanding the foregoing, neither the Purchasers (or either of
them) nor any Affiliate or Associate thereof (together, the
"PURCHASER GROUP") shall be deemed as "Acquiring Person" by virtue
of the purchase of the Debentures or the Warrants, or by virtue of
the conversion of the Debentures into Common Shares or exercise of
the Warrants in accordance with their terms.
2. REFERENCE TO AND EFFECT ON RIGHTS AGREEMENT. On and after the date
of this Amendment, each reference in the Rights Agreement to the term
"Agreement," or to "hereof," "hereunder," or "herein" shall be deemed to refer
to the Rights Agreement as amended hereby.
3. EFFECTIVE DATE. This Amendment and the amendments to the Rights
Agreement effected hereby shall be effective as of the date hereof and, except
as set forth herein, the Rights Agreement shall remain in full force and effect
and shall otherwise be unaffected hereby.
4. COUNTERPARTS. The Amendment may be executed in one or more
counterparts shall for all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, effective as of the day and year first above
written.
PREMIER LASER SYSTEMS, INC.,
By: /S/ XXXXXXX XXXXXX
--------------------------------
Xxxxxxx Xxxxxx,
Chief Executive Officer
ATTEST:
By: /S/ XXXXXX XXXXXXX
---------------------------------
Xxxxxx Xxxxxxx,
Executive Vice President-Finance
AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By: /S/ XXXXXXX XXXXXX
--------------------------------
Title: VICE PRESIDENT
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ATTEST:
By: /S/ XXXXX XXXXXX
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Title: ASSISTANT SECRETARY
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