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Exhibit 2.2
AMENDMENT NO. 1 DATED AS OF NOVEMBER 23, 1999 TO THE AGREEMENT AND
PLAN OF REORGANIZATION
AMENDMENT NO. 1 DATED AS OF NOVEMBER 23, 1999 TO THE AGREEMENT AND PLAN
OF REORGANIZATION, dated as of October 21, 1999 (the "AGREEMENT"), by and among
SIPEX Corporation, a Massachusetts corporation ("PARENT"); CAT Acquisition
Corporation I, a Delaware corporation and a wholly-owned subsidiary of Parent
("MERGER SUB"); Calogic, a California corporation ("CALOGIC"); and the
undersigned stockholders of Calogic (the "STOCKHOLDERS"). Capitalized terms
which are not otherwise defined herein shall have their respective meanings set
forth in the Agreement.
WHEREAS, pursuant to Section 12.8 of the Agreement, the parties hereto
desire to amend the Agreement to make certain changes to the Agreement.
Intending to be legally bound, and in consideration of the mutual
representations, warranties, covenants and agreements contained herein, Parent,
Merger Sub, Calogic and the Stockholders agree as follows:
1. Section 2.1(b) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(b) The maximum number of shares of Parent Common Stock to be issued
in exchange for the acquisition of all Outstanding Calogic Shares and the
assumption of all Outstanding Calogic Options will be 3,300,000, provided such
maximum number shall be adjusted, as appropriate, for any stock split, stock
dividend, reclassification, recapitalization or similar event. Such shares are
herein referred to a the "Parent Merger Shares"."
2. This Amendment No. 1 may be executed in several counterparts, each
of which shall be an original, but all of which taken together shall constitute
one agreement.
3. Except as amended hereby, the Agreement shall continue in full force
and effect.
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Signature Page to
Amendment No. 1
IN WITNESS WHEREOF, Parent, Merger Sub, Calogic and the Stockholders
have executed this Agreement as of the date first written above.
SIPEX CORPORATION
By: /s/ Xxxxx X. XxXxxxxx: Xxxxx X. XxXxxxxx
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Title: Executive Vice
President/CFO
CALOGIC
By: /s/ Xxxxxx Del Arroz
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Title: President
CAT Acquisition Corporation I
By: /s/ Xxxxx X. XxXxxxxx: Xxxxx X. XxXxxxxx
----------------------------------------
Title: Executive Vice
President/CFO
STOCKHOLDERS:
Name of Stockholder: /s/ Xxxxxx Del Arroz
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By: __________________________
Title, if any:
Name of Stockholder: Xxx Del Arroz /s/ Xxx Del Arroz
--------------------------------
By: __________________________
Title, if any:
Name of Stockholder: /s/ Xxxxxx Xxxxxx
-------------------------
By: __________________________
Title, if any:
