EXHIBIT (c)(5)
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
Among
PHILIPS ELECTRONICS NORTH
AMERICA CORPORATION,
VOICE CONTROL SYSTEMS, INC.
and
VULCAN MERGER SUB, INC.
Dated as of June 24, 1999
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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (hereinafter called
this "Amendment"), dated as of June 24, 1999, among Philips Electronics North
America Corporation, a Delaware corporation ("Parent"), Voice Control Systems,
Inc., a Delaware corporation (the "Company"), and Vulcan Merger Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub").
RECITALS
WHEREAS, the respective boards of directors of each Parent, Merger Sub
and the Company have determined that the merger of the company with and into
Merger Sub (the "Merger"), upon the terms and subject to the conditions set
forth in the Agreement and Plan of Merger, dated as of May 9, 1999 (the "Merger
Agreement"), among the Company, Parent and Merger Sub is advisable and have
approved the Merger; and
WHEREAS, the Company, Parent and Merger Sub desire to make certain
amendments to the Merger Agreement.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement, the parties hereto agree as follows:
1. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Merger Agreement.
2. Section 3.1. of the Merger Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:
3.1. The Certificate of Incorporation. The Certificate of
Incorporation of Merger Sub (the "Certificate") in effect at the Effective
Time shall be the Certificate of Incorporation of the Surviving
Corporation, until duly amended in accordance with the terms thereof, and
the DGCL.
3. This Amendment may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall together constitute the same agreement.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officers of the parties hereto on the date first
hereinabove written.
PHILIPS ELECTRONICS NORTH AMERICA
CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and Chief
Financial Officer
VULCAN MERGER SUB, INC.
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
VOICE CONTROL SYSTEMS, INC.
By /s/ Xxx X. Xxxxx
--------------------------------------
Name: Xxx X. Xxxxx
Title: Vice President Finance
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