EXHIBIT 1
FIRST AMENDMENT TO THE RIGHTS AGREEMENT
AND CERTIFICATION OF COMPLIANCE WITH SECTION 27 THEREOF
Pursuant to Section 27 of the Rights Agreement (the "Agreement") dated
as of August 19, 1997, between Oak Technology, Inc., a Delaware corporation (the
"Company"), and BankBoston N.A., a national banking association (the "Rights
Agent"), the Company and the Rights Agent hereby amend the Agreement as of
November 18, 1998, as provided below.
1. CERTAIN DEFINITIONS. Section 1 of the Agreement shall be amended
as follows:
(a) The phrase "upon approval by a majority of the Continuing
Directors (as such term is hereinafter defined))" shall be deleted from the
definition of Acquiring Person.
(b) The definition of Business Day shall be amended by replacing
the phrase "State of California" with the phrase "Commonwealth of
Massachusetts".
(c) The definition of Continuing Director shall be deleted.
2. ISSUE OF RIGHTS CERTIFICATES. Section 3(a) of the Agreement
shall be amended by deleting the phrase "upon approval by a majority of the
Continuing Directors" in the first sentence of the paragraph.
3. FORM OF RIGHTS CERTIFICATES. Section 4(b)(iii)(B) of the
Agreement shall be amended by replacing the phrase "a majority of the
Continuing" with the phrase "the Board of".
4. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.
Section 7(e)(iii)(B) shall be amended by replacing the phrase "a majority of the
Continuing" with the phrase "the Board of".
5. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF
RIGHTS. Section 11 shall be amended as follows:
(a) The phrase ",upon approval by a majority of the Continuing
Directors," which appears four times in subsection (a)(iii) and once in
subsection (d)(ii) shall be deleted.
(b) The phrase "a majority of the Continuing" in the second
sentence of subsection (b) and the first sentence of subsection (c) shall
be replaced with the phrase "the Board of".
(c) The phrase "a majority of the Continuing Directors" in the
second sentence of subsection (d)(i) shall be replaced with the phrase "the
Board of Directors of the Company".
6. FRACTIONAL RIGHTS AND FRACTIONAL SHARES. Section 14 (a) shall be
amended by deleting the phrase ",upon approval by a majority of the Continuing
Directors," in the last sentence of the paragraph.
7. ISSUANCE OF NEW RIGHTS CERTIFICATES. Section 22 shall be amended
by deleting the phrase ",upon approval by a majority of the Continuing
Directors," in the first and second sentences of the paragraph.
8. REDEMPTION AND TERMINATION. Section 23 shall be amended as
follows:
(a) The phrase "a majority of the Continuing" in the first and
last sentences of subsection (a) shall be replaced with the phrase "the
Board of Directors of the Company".
(b) The proviso in subsection (a) which reads "PROVIDED,
however, that, notwithstanding anything to the contrary contained in this
Section 23(a), the Company may not take any action pursuant to this Section
23(a) unless (x) at the time of the action of the Board of Directors of the
Company approving such redemption and the form of payment of the Redemption
Price, there are then in office not less than two Continuing Directors and
(y) such action is approved by a majority of the Continuing Directors then
in office" shall be deleted.
(c) The phrase "a majority of the Continuing" in the first
sentence of subsection (b) shall be replaced with the phrase "the Board
of".
(d) The phrase "a majority of the Continuing Directors" in the
third sentence of subsection (b) shall be replaced with the phrase "the
Board of Directors of the Company".
9. EXCHANGE. Section 24 shall be amended as follows:
(a) The phrase "a majority of the Company's Continuing
Directors" in the first sentence of subsection (a) shall be replaced with
the phrase "the Board of Directors of the Company".
(b) The phrase "a majority of the Continuing Directors" in the
first sentence of subsection (c) shall be replaced with the phrase "the
Board of Directors of the Company".
10. NOTICES. Section 26 shall be amended by replacing the title
"Shareholder Services Division" in the address of Rights Agent with the title
"Client Administration".
11. SUPPLEMENTS AND AMENDMENTS. Section 27 shall be amended by
deleting the phrase ",upon approval by a majority of the Continuing Directors,"
in the first and second sentences of the Section.
12. DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS. Section 29
shall be amended by deleting the phrase "or the Continuing Directors" in the
last sentence of subsection (a).
13. SEVERABILITY. Section 31 shall be amended by deleting the phrase
",upon approval by a majority of the Continuing Directors,"
The undersigned officer of the Company, being an appropriate officer
of the Company and authorized to do so by resolution of the board of directors
of the Company dated as of November 18, 1998, hereby certifies to the Rights
Agent that these amendments are in compliance with the terms of Section 27 of
the Agreement.
OAK TECHNOLOGY, INC.
By: /S/ XXXXX X. XXXXXXXXX
----------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and General Counsel
Acknowledged and Agreed:
BANKBOSTON, N.A.,
as Rights Agent
By: /s/ XXXXXXXX X. XXXXXXXX
------------------------
Name: Xxxxxxxx X. Xxxxxxxx
---------------------
Title: Director
---------------------
