Exhibit 3(f)
AMENDMENT TO RIGHTS AGREEMENT
Reference is made to that certain Rights Agreement dated as of September 1,
1995, (the "Agreement") between Organogenesis Inc., a Delaware Corporation (the
"Company"), and American Stock Transfer & Trust Company, a New York corporation,
as Rights Agent (the "Rights Agent").
This Amendment to the Rights Agreement (the "Amendment") is made as of this
19th day of March, 1999 by and between the Company and the Rights Agent.
Capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to them in the Agreement.
WHEREAS, the Board of Directors of the Company has been advised by legal
counsel that certain provisions of the Agreement may no longer comport with the
law of the Commonwealth of Massachusetts;
WHEREAS, the parties hereto desire to amend the Agreement to reflect the
modifications to the law which governs the provisions amended herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. The Agreement is hereby amended by deleting in its entirety
subparagraph "(i)" of Section 1 and inserting the language "Intentionally
Omitted."
2. The Agreement is hereby amended by deleting in its entirety
subparagraph "(1,)" of Section 1 and inserting the language "Intentionally
Omitted."
3. The Agreement is hereby amended by deleting the following language
from lines 8 and 9 of subparagraph (a)(ii) of Section 11.
"(unless pursuant to a Permitted Offer)".
4. The Agreement is hereby amended by deleting the following language
from lines 2 and 3 and lines 4 and 5 of subparagraph (a) ofSection23:
"the tenth day following".
5. The Agreement is hereby amended by deleting the following language
from lines 12, 13 and 14 of subparagraph(a) ofSection24:
"Notwithstanding the foregoing, the Board of Directors may effect such
an exchange only if there are at least two Continuing Directors then in office
and a majority of such Continuing Directors concur with such exchange."
6. The Agreement is hereby amended by deleting the following language
from lines 16,17,18 and 19 of clause (iii) ofSection27:
"(which shortening or lengthening shall be effective only if there are
at least two Continuing Directors then in office and shall require the
concurrence of a majority of such Continuing Directors)".
7. Except as amended hereby, the Agreement remains in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Rights
Agreement to be executed as of the date first above written.
ORGANOGENESIS INC.
a Delaware corporation
By:____________________________
Title:_________________________
AMERICAN STOCK TRANSFER & TRUST COMPANY
a New York corporation
By:____________________________
Title:_________________________
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