Exhibit 2.1(c)
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment")
is made and entered into as of March 2, 2004, by and among NOMOS Corporation, a
Delaware corporation (the "Company"), North American Scientific, Inc., a
Delaware corporation ("Acquiror"), and AM Capital I, Inc., a Delaware
corporation and wholly-owned subsidiary of Acquiror ("Merger Sub").
RECITALS
WHEREAS, the Company, Acquiror and Merger Sub entered into the Agreement
and Plan of Merger, dated as of October 26, 2003, as amended by the First
Amendment to Agreement and Plan of Merger, dated as of November 25, 2003 (the
"Merger Agreement");
WHEREAS, the Company, Acquiror and Merger Sub desire to amend the Merger
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and covenants contained in this Amendment, and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Certain Definitions. All capitalized terms used but not defined herein
are used herein as defined in the Merger Agreement.
2. Amendment; Termination Date. Section 9.2 of the Merger Agreement is
hereby amended by deleting "April 16, 2004" from the third line thereof and
substituting "June 18, 2004" therefor.
3. Effect on Merger Agreement. Except as set forth in this Amendment, the
terms and provisions of the Merger Agreement are hereby ratified and declared to
be in full force and effect.
4. General Provisions. This Amendment shall become effective upon its
execution, which may occur 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. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware applicable to contracts executed and to be
performed wholly within such State. Captions and paragraph headings are used
herein for convenience only, are not a part of this Amendment or the Merger
Agreement as amended by this Amendment and shall not be used in construing
either document. Other than the reference to the Merger Agreement contained in
the first recital of this Amendment, each reference to the Merger Agreement and
any agreement contemplated thereby or executed in connection therewith, whether
or not accompanied by reference to this Amendment, shall be deemed a reference
to the Merger Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to Agreement and Plan of Merger to be duly executed as of the day and year first
written above.
North American Scientific, Inc.
By: /s/ L. Xxxxxxx Xxxxxx
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Name: L. Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
NOMOS Corporation
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
AM Capital I, Inc.
By: /s/ L. Xxxxxxx Xxxxxx
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Name: L. Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
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