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EXHIBIT 2.1
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
(this "Amendment") is dated as of March 23, 2000, and is being entered into by
and between C-CUBE MICROSYSTEMS INC., a Delaware corporation ("the "Company"),
and HARMONIC INC., a Delaware corporation ("Parent").
R E C I T A L S
WHEREAS, the Company and Parent are parties to that certain Agreement and
Plan of Merger and Reorganization dated as of October 27, 1999, which was
subsequently amended and restated by the parties with the Amended and Restated
Agreement and Plan of Merger and Reorganization, dated as of December 9, 1999
(the "Agreement");
WHEREAS, the parties hereto desire to enter into this Amendment to amend
and restate Section 2.3(b) of the Agreement in its entirety;
WHEREAS, pursuant to Section 8.4 of the Agreement, the Agreement may be
amended in writing and upon execution by the Company and Parent; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 2.3(b) of the Agreement is hereby amended and restated in its
entirety and is replaced by the following paragraph:
(b) The Board of Directors of the Surviving Corporation effective as of,
and immediately following, the Effective Time shall consist of seven
(7) members PROVIDED, FURTHER that the Board of Directors of Parent
shall take all such action as may be necessary to cause to be
appointed to the Board of Directors of the Surviving Corporation as of
the Effective Time six (6) designees of Parent and one (1) designee of
the Company, each of whom shall be nominated from the current
directors of the Parent and the Company, designated in writing by the
parties prior to the mailing of the Proxy Statement (defined in
Section 5.3(c) hereof).
Except as modified herein, the Agreement is affirmed by the parties hereto
in its entirety and shall remain in full force and effect. This Amendment may be
executed in two or more counterparts, each of which shall be an original and all
of which, taken together, shall be deemed to be one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Agreement and Plan of Merger and Reorganization to be duly executed and
delivered by their authorized representatives as of the date first written
above.
HARMONIC INC.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
C-CUBE MICROSYSTEMS INC.
By: /s/ XXXXXXXXX X. XXXXXXXXX
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Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
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