AMENDMENT #1 TO RIGHTS AGREEMENT
Exhibit
10.19
AMENDMENT
#1 TO RIGHTS AGREEMENT
AMENDMENT
#1 TO RIGHTS AGREEMENT,
dated
as of June 19, 2003, (the “Agreement”),
between BioSpecifics Technologies Corp., a Delaware corporation (the
“Corporation”),
and
OTC Corporate Transfer Service Company, a sole proprietorship (the “Rights
Agent”).
WHEREAS,
the
Corporation and the Rights Agent previously entered into that certain Rights
Agreement dated as of May 14, 2002 (the “Rights
Agreement”).
WHEREAS
the
Board
of Directors of the Corporation has approved amending the definition of
Acquiring Person in the Rights Agreement.
Accordingly,
in consideration of the premises and the mutual agreements herein set forth,
the
parties hereby agree as follows:
1. Definition
of Acquiring Person.
The
definition of “Acquiring
Person”
in
Section 1(a) of the Rights Agreement is deleted and replaced with the
following:
(a) “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 15% or more of
the
then outstanding Common Shares (other than as a result of a Permitted Offer
(as
hereinafter defined)) or was such a Beneficial Owner at any time after the
date
hereof, whether or not such person continues to be the Beneficial Owner of
15%
or more of the then outstanding Common Shares. Notwithstanding the foregoing,
(A) the term “Acquiring Person” shall not include (i) the Corporation, (ii) any
Subsidiary of the Corporation, (iii) any employee benefit plan of the
Corporation or of any Subsidiary of the Corporation, (iv) any Person or entity
organized, appointed or established by the Corporation for or pursuant to the
term of any such plan, (v) any Person, who or which together with all Affiliates
and Associates of such Person becomes the Beneficial Owner of 15% or more of
the
then outstanding Common Shares as a result of the acquisition of Common Shares
(1) directly from the Corporation or (2) as the result foreclosing upon such
shares of Common Stock if such shares of Common stock were pledged as collateral
under that certain Pledge Agreement, dated the date hereof, by and among the
Corporation, Xxxxx X. Xxxxxx and Bio Partners LP, or (vi) any Grandfathered
Stockholder and (B) no Person shall be deemed to be an “Acquiring Person” either
(X) as a result of the acquisition of Common Shares by the Corporation which,
by
reducing the number of Common Shares outstanding, increases the proportional
number of shares beneficially owner by such Person together with all Affiliates
and Associates of such Person; except that if (i) a Person would become an
Acquiring Person (but for the operation of this subclause (X) as a result of
the
acquisition of Common Shares by the Corporation, and (ii) after such share
acquisition by the Corporation, such Person, or an Affiliate or Associate of
such Person, becomes the Beneficial Owner of any additional Common Shares,
then
such Person shall be deemed an Acquiring Person, or (Y) if a Person did so
inadvertently, (i) promptly after such Person discovers that such Person would
otherwise have become an Acquiring Person (but for the operation of this
subclause Y), such Person notifies the Board of Directors that such Person
did
so inadvertently
and
(ii)
within 2 days after such notification, such Person is the Beneficial Owner
of
less than 15% of the outstanding Common Shares.
2. Governing
Law.
This
Agreement shall be deemed to be a contract made under the laws of the State
of
Delaware 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 performed
entirely within such State; except that all provisions regarding the rights,
duties and obligations of the Rights Agent shall be governed by and construed
in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within such State.
3. Counterparts.
This
Agreement 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.
4. Descriptive
Headings.
Descriptive headings of the several Sections of this Agreement are inserted
for
convenience only and shall not control or affect the meaning or construction
of
any of the provisions hereof.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed and attested,
all
as of the date and year first above written.
|
ATTEST:
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BIOSPECIFICS TECHNOLOGIES CORP. | ||
| /s/ Xxxxxx Xxxxxxx | /s/ Xxxxx X. Xxxxxx | ||
|
|
|
||
| Name:
Xxxxxx Xxxxxxx Title: Secretary, Treasurer and Principal Accounting Officer |
Name:
Xxxxx X. Xxxxxx
Title: Chairman of the Board of Directors, President
and Chief Executive Officer
|
|
Countersigned:
OTC
CORPORATE TRANSFER
SERVICE COMPANY
As Rights Agent
|
|||
| By: ___________________________________ | |||
| Authorized Officer | |||
