Exhibit (1)
FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment dated December 29, 1997 ("Amendment") to the Preferred
Shares Rights Agreement ("Agreement"), dated as of December 6, 1996, is between
Heartstream, Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C. (the "Rights Agent").
Pursuant to Section 27 of the Agreement, this Amendment is being executed
by the Company and the Rights Agent for the purpose of amending the Agreement as
set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end of
Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, none of Hewlett-Packard Company ("Parent"), Whistler
Acquisition Corporation ("Sub"), or any of their respective
subsidiaries, Affiliates or Associates is an Acquiring Person pursuant
to this Agreement solely by virtue of the approval, execution or
delivery of the Agreement and Plan of Merger dated as of December 29,
1997 among Parent, Sub and the Company (the "Merger Agreement"), or
the announcement or consummation of the Merger (as defined in the
Merger Agreement)."
2. Section 1(m) shall be amended by inserting the following at the end of
Section 1(m).
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Distribution Date shall not occur solely by reason
of the approval, execution or delivery of the Merger Agreement or the
announcement or consummation of the Merger."
3. Section 1(s) shall be amended and restated in its entirety to read as
follows:
"(s) "FINAL EXPIRATION DATE" shall mean the earlier of (i)
immediately prior to the Effective Time (as defined in the Merger
Agreement) or (ii) the Close of Business on December 6, 2006."
4. Section 1(r) shall be amended and restated in its entirety to read as
follows:
"(r) "EXPIRATION DATE" shall mean the earlier of: (i)
immediately prior to the Effective Time (as defined in the Merger
Agreement), (ii) the Close of Business on the Final Expiration Date,
(iii) the Redemption Date, (iv) consummation of any transaction
contemplated by Section 13(f) hereof, or (v) the time at which the
Board of Directors orders the exchange of the Rights as provided in
Section 24 hereof."
5. Section 1(jj) shall be amended by inserting the following at the end
of Section 1(jj).
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Shares Acquisition Date shall not occur solely by
reason of the approval, execution or delivery of the Merger Agreement
or the announcement or consummation of the Merger."
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6. This Amendment shall be deemed to be entered into 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.
7. This Amendment 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.
8. As amended hereby, the Agreement shall remain in full force and
effect.
HEARTSTREAM, INC.
By: /s/ Xxxx Xxxx
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Xxxx Xxxx
Chief Executive Officer
Attest: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
AS RIGHTS AGENT
By: /s/ Xxxxxx Xxxxxxx
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Signature of Authorized Signatory
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