EXHIBIT 2.2
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AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
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(Any exhibits or schedules that are omitted, are omitted pursuant to Item
601(b)(2) of Regulation S-K. The Registrant agrees, however, to furnish
supplementary a copy of such omitted items to the Commission upon request).
AMENDMENT NO. 1
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TO AGREEMENT AND PLAN OF MERGER
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THIS AMENDMENT No. 1, dated as of May 25, 2000, to the Agreement and Plan
of Merger dated as of March 27, 2000 (the "Agreement"), is by and among Lernout
& Hauspie Speech Products N.V., a Belgian corporation ("Buyer"), L&H Holdings
USA, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Buyer
("Sub"), Dragon Systems, Inc., a Delaware corporation ("Company"), and the
principal stockholders of Company listed on the signature page hereof (the
"Principal Stockholders"). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed to them in the
Agreement.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
is hereby acknowledged, the parties hereby agree to amend the Agreement as
follows:
1. Section 2.1(c) of the Agreement is hereby amended to read in its
entirety as follows:
"(c) Merger Shares. Subject to the provisions of Section 2.2
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hereof, each issued and outstanding share of Company Common Stock (other
than shares to be canceled in accordance with Section 2.1(b)) shall be
converted into the right to receive .32927 (the "Exchange Ratio") shares of
the Common Stock, BEF 10.77 fractional value per share, of Buyer ("Buyer
Common Stock") (subject to reduction to account for fractional shares)
(collectively, the "Merger Shares"). All such shares of Company Common
Stock, when so converted, shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each
holder of a certificate representing any such shares shall cease to have
any rights with respect thereto, except the right to receive the Merger
Shares and any cash in lieu of fractional Merger Shares to be issued or
paid in consideration therefor upon the surrender of such certificate in
accordance with Section 2.2(d) hereof, without interest. The Exchange
Ratio reflects Buyer's 2:1 stock split, the record date for which was April
28, 2000."
2. Section 2.3 of the Agreement is hereby amended to read in its
entirety as follows, and all references to Section 2.3 in the other sections of
the Agreement shall be disregarded.
"Section 2.3 [Intentionally omitted.]"
3. Section 6.22 of the Agreement is hereby amended to read in its
entirety as follows:
"Section 6.22. Shelf Registration Statement.
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If the issuance of the Merger Shares is exempt from registration
under the Securities Act, by not later than fifteen (15) business days
after the Closing, Buyer shall have filed a registration statement under
the Securities Act on Form F-3 or S-3 (as applicable) (or any successor
short form registration statement involving a similar amount of disclosure;
or if then ineligible to use any such form, then any other available form
of registration statement) for a public offering of the Merger Shares to be
made on a continuous basis pursuant to Rule 415 of the Securities Act (the
"Shelf Registration Statement"); provided that Buyer may exclude from the
Shelf Registration Statement the Shares of any Stockholder who has failed
to provide Buyer with any information reasonably requested of such
Stockholder in writing by Buyer in connection with the preparation of the
Shelf Registration Statement."
4. Section 7.2(h) of the Agreement is hereby deleted in its entirety.
5. Seagate Technology, Inc. hereby agrees that it shall convert, into
shares of Company Common Stock, its Convertible Note from the Company, in the
maximum principal amount of $5,000,000, on or before the Closing Date, such
conversion to be in accordance with the terms of such note.
6. The Company hereby represents and warrants to the Buyer and Sub
that, as of the date hereof, the sum of (a) the total number of shares of
Company Common Stock outstanding (assuming the conversion into Common Stock of
all shares of Company Preferred Stock and the conversion of the Convertible Note
held by Seagate (described in the preceding paragraph)) and (b) the total number
of shares issuable upon exercise of outstanding options of the Company,
exclusive of the options for a total of 311,900 shares of Common Stock granted
in May 2000 which have an exercise price of $4.05 per share, does not exceed
35,170,345.
[Signature pages follow.]
IN WITNESS WHEREOF, Buyer, Sub, Company and Principal Stockholders have
caused this Amendment No. 1 to the Agreement to be signed by their respective
officers thereunto duly authorized, as of the date first written above.
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President and Chief Executive Officer
DRAGON SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman
L&H HOLDINGS USA, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President and Chief Executive Officer
PRINCIPAL STOCKHOLDERS:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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SEAGATE TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., AS
TRUSTEES OF THE ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TRUST U/A DATED
8/18/89, AS AMENDED 10/20/93
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
CHERRY ▇. ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., AS
TRUSTEES OF THE CHERRY ▇. ▇▇▇▇▇▇▇ TRUST U/A DATED
8/18/89, AS AMENDED 10/20/93
/s/ Cherry ▇. ▇▇▇▇▇▇▇
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Cherry ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.