EXHIBIT 2.4
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DATA I/O CORPORATION
and
CHASEMELLON SHAREHOLDER SERVICES L.L.C., AS RIGHTS AGENT
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
DATED AS OF APRIL 4, 1998
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AMENDMENT NO.1 TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT ("This Amendment") is made as of
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February 9, 1999 by and between Data I/O Corporation, a Washington corporation
(the "Corporation"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey
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limited liability company (the "Rights Agent"), with respect to the following
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facts and circumstances.
A. The Corporation and the Rights Agent entered into a Rights Agreement
dated as of April 4, 1998 (the "Rights Agreement").
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B. The Corporation and the Rights Agent now wish to amend the Rights
Agreement in the manner set forth below.
C. This Amendment has been approved by the Board of Directors of the
Corporation.
D. All capitalized terms used and not defined in this Amendment have
the respective meanings assigned to them in the Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. The definition of "Acquiring Person" set forth in Section 1.1 of
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the Rights Agreement is hereby amended by the deletion of the period that
currently appears at the end of said Section 1.1, the replacement of such period
with a semicolon and the addition of the following words after such semicolon:
"and further provided, that none of Xxxx X. Xxxxxx ("Xx. Xxxxxx"), Bisco
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Industries, Inc., an Illinois corporation ("Bisco"), nor the Bisco
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Industries, Inc. Profit Sharing and Savings Plan (the "Plan" and,
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collectively with Xx. Xxxxxx and Bisco, the "Bisco Parties") shall be
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treated for any purpose of this Agreement as an Acquiring Person unless and
until any one or more of the Bisco Parties, individually or in the
aggregate with any one or more of the other Bisco Parties, Beneficially
Owns at least 20% of the then outstanding shares of Common Stock, it being
expressly intended, however, that (i) each of the Bisco Parties shall be
deemed an Acquiring Person in the event that any Bisco Party Beneficially
Owns any other shares of Common Stock, which other shares, when aggregated
with any shares of Common Stock Beneficially Owned by any of the Bisco
Parties, represent 20% or more of the then outstanding Common Stock and
(ii) the foregoing exception to the general definition of the term
"Acquiring Person" set forth in this Agreement is exclusively for the
benefit of the Bisco Parties and any determination regarding the status of
any other Person as an Acquiring Person for any purpose of this Agreement
shall be made without reference to such exception."
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2. Except as specifically modified by this Amendment, the Rights
Agreement shall remain in full force and effect in all respects.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and attested, all as of the date and year first above written.
DATA I/O CORPORATION
Attest:
By: _______________________ By: ________________________
Xxxxx X. Xxxxxx Xxxx X. Xxxxxx
President Vice President of Finance and
Chief Financial Officer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: ___________________________
Xxxxxx Xxxxxx
Vice President
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