EXHIBIT 8
AMENDMENT NO. 4 TO THE
RIGHTS AGREEMENT
OF PICTURETEL CORPORATION
This Amendment No. 4, dated as of June 15, 2001, amends the Rights
Agreement dated as of March 25, 1992 (as amended to date, the "RIGHTS
AGREEMENT"), between PictureTel Corporation, a Delaware corporation (the
"COMPANY") and Fleet National Bank (f/k/a BankBoston, N.A., f/k/a First National
Bank of Boston), as Rights Agent. Capitalized terms which are used herein
without definition and which are defined in the Rights Agreement shall have the
respective meanings assigned to such terms in the Rights Agreement.
W I T N E S S E T H:
WHEREAS, on March 25, 1992, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, shares of the Company's Junior Preference
Stock;
WHEREAS, on March 25, 1992, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Dividend Record Date and
authorized the issuance of one Right (subject to certain adjustments) for each
share of Common Stock of the Company issued between the Dividend Record Date and
the Distribution Date;
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Continuing
Directors have approved an amendment of certain provisions of the Rights
Agreement as set forth below.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. The definition of "Exempt Person" in Section 1(v) is hereby amended by
adding the following at the end of Section 1(v) immediately after Section
1(v)(iii):
"and (iv) Polycom, Inc. and any of its Affiliates solely to the
extent that any such Person is or becomes the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding by reason
of the issuance or execution of, or the consummation of the
transactions contemplated by, each of the Note Agreement (as defined
in the Agreement and Plan of Merger dated as of May 24, 2001, by and
among the Company, Polycom, Inc. and Pharaoh Acquisition Corp. (the
"Merger Agreement")) and the Convertible Notes (as defined in the
Merger
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Agreement), including, but not limited to, the conversion of the
Convertible Notes."
2. A new Section 36 is hereby added to add the following:
"Notwithstanding any provision in the contrary in this Agreement, no
holder of any Right shall be entitled to exercise such Right under or be
entitled to any Right pursuant to, any sections of this Agreement, in any
case by reason of the issuance or execution of the Convertible Notes or
the Note Agreement or the consummation of any of the transactions
contemplated thereby, including, without limitation, the conversion of
the Convertible Notes."
3. EFFECT OF AMENDMENT. Except as expressly amended hereby, the Rights
Agreement, as amended to the date hereof, shall remain in full force and effect.
4. 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 said state applicable to
contracts made and to be performed entirely within said state.
5. 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.
[THE REMAINDER OF THE PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to the Rights Agreement to be duly executed as of the day and year first above
written.
PICTURETEL CORPORATION
By: /s/ XXXXXX XXXXXXXX
-------------------------------------
Title: Vice President and
Chief Financial Officer
Attest:
By: /s/ XXXXXXXX XXXXX
--------------------------------
FLEET NATIONAL BANK
By: /s/ XXXXXXXX XXXXXXXX
-------------------------------------
Title: Managing Director
Attest:
By: /s/ XXXXXXXX X. XXXXXX
--------------------------------
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