Exhibit 4.7
AMENDMENT TO
SHAREHOLDER RIGHTS AGREEMENT
Amendment, dated as of March 26, 2001, to the Rights Agreement, dated as of
June 26, 1997 (the "RIGHTS AGREEMENT"), by and between UroMed Corporation, a
Massachusetts corporation (the "COMPANY"), and State Street Bank and Trust
Company, a Massachusetts Trust Company (the "RIGHTS AGENT").
W I T N E S S E T H
WHEREAS, in accordance with the terms of the Rights Agreement, the Company
deems it desirable to make certain amendments to the Rights Agreement; and
WHEREAS, Section 28 of the Rights Agreement provides that prior to the
Distribution Date (as defined therein), the Company and the Rights Agent shall,
if the Company so directs, amend or supplement any provision of the Rights
Agreement as the Company may deem necessary or desirable without the approval of
holders of the Company's common stock, par value $0.01 per share (the "COMMON
STOCK");
WHEREAS, the Company intends to enter into an Agreement and Plan of Merger
and Reorganization (the "MERGER AGREEMENT") with SSGI, a California corporation,
the stockholders of SSGI (the "SELLERS") and the ▇▇▇▇▇▇ Family Trust-1997 (the
"TRUST") pursuant to which a wholly owned subsidiary of the Company (the "MERGER
CORPORATION") will be merged with and into SSGI (the "MERGER"), and each
outstanding share of common stock of SSGI, by virtue of the Merger, shall be
cancelled and converted solely into the right to receive the Merger
Consideration (as such term is defined in the Merger Agreement);
WHEREAS, prior to entering into the Merger Agreement, the Company desires
to amend certain provisions of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree that the Rights Agreement is hereby
amended as follows:
1. Section 1(a) of the Rights Agreement is amended by adding the following
new paragraph at the end of Section 1(a):
Notwithstanding anything in this Agreement to the contrary, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Trust shall not be deemed to be an "Acquiring Person,"
and no Shares Acquisition Date, Distribution Date, Section 11(a)(ii) Event or
Section 13 Event shall occur, as a result of (i) the execution and delivery of
the Agreement and Plan of Merger and Reorganization, dated as of March 26, 2001,
by and among the Company, Providence Merger Corporation, SSGI, the stockholders
of SSGI and the Trust, as the same may be amended from time to time (the "MERGER
AGREEMENT") or the issuance of shares of Common Stock to ▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the Merger Agreement, (ii) any increase in the number
of shares of Common Stock owned beneficially or of record by ▇▇▇▇▇▇ ▇▇▇▇▇▇ or
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as a result of the vesting or exercise of options to purchase
Common Stock granted to them by the Company or (iii) any increase in the
percentage of total outstanding shares of Common Stock owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇ or
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ resulting solely from a decrease in the total number of
outstanding shares of Common Stock.
-2-
2. Section 27 of the Rights Agreement is amended by replacing the
following:
State Street Bank and Trust Company
c/o Boston Equiserve Limited Partnership
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
with
State Street Bank and Trust Company
c/o Equiserve Limited Partnership
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇
Attention: Client Administration
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written. This Amendment may be
executed in one or more counterparts all of which shall be considered one and
the same amendment and each of which shall be deemed to be an original.
UROMED CORPORATION
By:/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
STATE STREET BANK AND TRUST COMPANY
as Rights Agent
By:/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Division Presidnet