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EXHIBIT 4.3
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement (this "Amendment") is made and
entered into as of the 21st day of June, 1999 by and between Chromavision
Medical Systems, Inc., a Delaware corporation (the "Company"), and Xxxxxx Trust
Company of California, a trust company organized under the laws of the State of
California, as Rights Agent (the "Rights Agent").
The Company and the Rights Agent are parties to a Rights Agreement
dated as of February 10, 1999. The parties now desire to amend the Rights
Agreement on the terms set forth herein. All capitalized terms not otherwise
defined in this Amendment shall have the meanings set forth in the Rights
Agreement and all inconsistencies between this Amendment and the Rights
Agreement shall be resolved in favor of this Amendment.
1. Definition of 15% Stockholder. Clause (iv) of the definition of "15%
Stockholder" set forth in Section 1 of the Rights Agreement is hereby amended to
read in full as follows:
"(iv) any Person that is the Beneficial Owner of 15% or more of the
outstanding Voting Shares of the Company as of February 10, 1999 and
thereafter has continued to be the Beneficial owner of at least 15% of
the Voting Shares of the Company then outstanding; provided however,
that the term "15% Stockholder" shall include such Persons from and
after the first date upon which
(A) such person since February 10, 1999 shall have acquired,
without the prior approval of the Board of Directors of the Company,
Beneficial Ownership of additional Voting Shares, excluding up to
1,351,607 shares acquired and to be acquired by Safeguard Scientifics,
Inc. in the aggregage from Technology Leaders, L.P., Technology Leaders
Offshore C.V., Technology Leaders II L.P. and Technology Leaders II
Offshore C.V. after February 10, 1999, and provided
(B) such Person, together with all Affiliates and Associates
of such Person, shall Beneficially Own more than 40% of the Voting
Shares of the Company then outstanding."
Section 2. Continued Effectiveness. Except as amended hereby, the
Rights Agreement shall remain in full force and effect.
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Section 3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which will be deemed an original and all of which
toegether will constitute one and the same doucment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CHROMAVISION MEDICAL SYSTEMS, INC.
Attest:
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxx X. X'Xxxxx
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Name: Xxxxxxx Xxxxxxx Name: Xxxxx X. X'Xxxxx
Title: Assistant Secretary Title: Senior VP Operations
Dated: June 23, 0000
XXXXXX XXXXX XXXXXXX XX XXXXXXXXXX,
as Rights Agent
Attest:
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxxxxx
Title: Vice President Title: Assistant Vice President
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