EXHIBIT 8
AMENDMENT TO SHAREHOLDER RIGHTS PLAN
1. All capitalized terms used herein shall have the meaning set forth in
the Agreement.
2. The definition of "Acquiring Person" in Section 1 of the Agreement is
hereby amended and restated in its entirety to read as follows:
"Acquiring Person" shall mean any Person or group of Persons acting
together, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, who or which, together with all
Affiliates and Associates of such Person(s), shall be the Beneficial Owner
of 20% or more of the shares of Common Stock then outstanding, but shall
not include (i) the Company, (ii) any Subsidiary of the Company, or (iii)
any employee benefit plan of the Company or any Subsidiary of the Company,
or any Person or entity organized, appointed or established by the Company
acting in accordance with and for or pursuant to the terms of any such
plan. Notwithstanding anything in this Agreement to the contrary, so long
as that certain Agreement and Plan of Merger dated as of September 21, 1998
by and among the Company, Immucor, Inc., a Georgia corporation ("Immucor"),
and Gamma Acquisition Corporation, a Texas corporation (the "Merger
Agreement"), has not been terminated pursuant to the terms thereof, neither
Immucor nor any Affiliate of Immucor shall be deemed to be an Acquiring
Person solely by reason of the execution, delivery and performance of the
Merger Agreement, including the Offer, the Parent Stock Option and the
Insider Lock-Up Options (as such terms are defined in the Merger Agreement)
or the announcement, making or consummation of Offer, the Parent Stock
Option and the Insider Lock-Up Options (as such terms are defined in the
Merger Agreement), the consummation of the Merger or any other transactions
contemplated by the Merger Agreement. If any of these exceptions to the
definition of an Acquiring Person apply, then the Person to whom the
exception pertains shall not be an Acquiring Person for any purpose under
this Agreement, including, without limitation, with respect to the
definitions of Distribution Date, Section 11(a)(ii) Event, Section 13
Event, Stock Acquisition Date and Triggering Event.
Notwithstanding any provision of this Agreement to the contrary,
(i) no Distribution Date, Section 11(a)(ii) Event, Section 13 Event,
Stock Acquisition Date or Triggering Event shall be deemed to have
occurred, (ii) neither Immucor nor any Subsidiary or Affiliate of
Immucor shall be deemed to have become an Acquiring Person, and
(iii) no holder of Rights shall be entitled to exercise such
Rights under, or be entitled to any other rights pursuant to, this
Agreement solely by reason of (A) the approval, execution or delivery of
the Merger Agreement, (B) the acquisition of shares of Common Stock
pursuant to the Offer (as defined in the Merger Agreement), or (C) the
consummation of the Merger (as defined in the Merger Agreement).
3. A new Section 21 shall be added (and the numbering of subsequent
sections altered accordingly) as follows:
Section 21. TERMINATION. Upon the acquisition of shares of Common
Stock pursuant to the Offer (as defined in the Merger Agreement), and
without any further action and without any notice, the right to exercise
the Rights will terminate and the holders of Rights will have no further
rights under this Plan.
4. Except as specifically provided herein, the Agreement shall continue
in full force and effect in accordance with its terms without amendment or
modification.
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