EXHIBIT 2
FIRST AMENDMENT TO
PREFERRED SHARES RIGHTS AGREEMENT
OF
3DFX INTERACTIVE, INC.
This First Amendment of the Preferred Shares Rights Agreement (the "Rights
Agreement") by and between 3dfx Interactive, Inc., a California corporation (the
"Company"), and Fleet National Bank (FKA BankBoston N.A.) (the "Rights Agent")
is executed effective as of the date referenced hereinbelow (the "Amendment").
Capitalized terms used herein for which no definition is provided herein shall
have the meanings assigned to such terms in the Rights Agreement.
Recitals
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WHEREAS, effective the 30th day of October, 1998, the Rights Agreement was
executed to provide certain rights to Company shareholders in the event that a
Person or group of affiliated or associated Persons were to acquire, or obtain
the right to acquire, beneficial ownership of 12 percent or more of the
outstanding Common Shares of the Company, or a tender offer or exchange offer
were to be announced or consummated the result of which would be the beneficial
ownership by a Person or group of 12 percent or more of the outstanding Common
Shares of the Company; and
WHEREAS, the Company desires to amend the Rights Agreement to allow certain
transactions to be announced and consummated without causing a Triggering Event
or a Section 13 Event to occur, or otherwise to cause the Rights Agreement to be
implicated in any event.
NOW, THEREFORE, in consideration of the premises, warranties and mutual
covenants set forth herein, it is agreed:
1. Section 1(a) of the Rights Agreement is hereby amended in its entirety so
that it reads as follows:
"Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 12% or more of the Common Shares then outstanding, but shall not include
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nVidia Corporation (or any of its affiliates), the Company, any Subsidiary
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of the Company or any employee benefit plan of the Company or of any
Subsidiary of the Company, or any entity holding Common Shares for or
pursuant to the terms of any such plan. Notwithstanding the foregoing, no
Person shall be deemed to be an Acquiring Person as the result of an
acquisition of Common Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 12% or more of the Common Shares of
the Company then outstanding; provided, however, that if a Person shall
become the Beneficial Owner of 12% or more of
the Common Shares of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the
Company, become the Beneficial Owner of any additional Common Shares of the
Company (other than pursuant to a dividend or distribution paid or made by
the Company on the outstanding Common Shares in Common Shares or pursuant
to a split or subdivision of the outstanding Common Shares), then such
Person shall be deemed to be an Acquiring Person unless upon becoming the
Beneficial Owner of such additional Common Shares of the Company such
Person does not beneficially own 12% or more of the Common Shares of the
Company then outstanding. Notwithstanding the foregoing, (i) if the
Company's Board of Directors determines in good faith that a Person who
would otherwise be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), has become such inadvertently
(including, without limitation, because (A) such Person was unaware that it
beneficially owned a percentage of the Common Shares that would otherwise
cause such Person to be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), or (B) such Person was aware of
the extent of the Common Shares it beneficially owned but had no actual
knowledge of the consequences of such beneficial ownership under this
Agreement) and without any intention of changing or influencing control of
the Company, and if such Person divested or divests as promptly as
practicable a sufficient number of Common Shares so that such Person would
no longer be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed to
be or to have become an "Acquiring Person" for any purposes of this
Agreement; and (ii) if, as of the date hereof, any Person is the Beneficial
Owner of 12% or more of the Common Shares outstanding, such Person shall
not be or become an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), unless and until such time as
such Person shall become the Beneficial Owner of additional Common Shares
(other than pursuant to a dividend or distribution paid or made by the
Company on the outstanding Common Shares in Common Shares or pursuant to a
split or subdivision of the outstanding Common Shares), unless, upon
becoming the Beneficial Owner of such additional Common Shares, such Person
is not then the Beneficial Owner of 12% or more of the Common Shares then
outstanding.
2. Notwithstanding any contrary provisions of the Rights Agreement, the
undersigned hereby agree to be bound by the terms and provisions of the Rights
Agreement as amended by this Amendment.
3. This instrument may be executed by the parties hereto individually or
in combination, in one or more counterparts, each of which shall be an original
and all of which shall together constitute one and the same instrument.
4. The effective date of this Amendment and the transactions further
described herein shall be December 15, 2000.
5. In all other respects the Rights Agreement is hereby ratified and
confirmed.
[The next page is the signature page]
COMPANY:
3dfx Interactive, Inc.,
a California corporation
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: President
RIGHTS AGENT:
Fleet National Bank (FKA BankBoston N.A.),
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Director
