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EXHIBIT 99.8
FIRST AMENDMENT TO RIGHTS AGREEMENT
This FIRST AMENDMENT TO RIGHTS AGREEMENT, dated December 14, 1999 (the
"Amendment") to the Rights Agreement dated as of April 14, 1999 (the "Rights
Agreement") is between Elite Information Group, Inc. f/k/a Broadway & Seymour,
Inc. (the "Company") and Equiserve Trust Company, N.A., a national banking
association (the "Rights Agent"). Capitalized terms not otherwise defined herein
shall have the meanings assigned to such terms in the Rights Agreement.
WHEREAS, pursuant to Section 7.10 of the Merger Agreement (defined
below), the Company is required to amend the Rights Agreement so that (i) none
of the execution or delivery of the Merger Agreement or the Stockholders
Agreement (defined below) or the making of the Offer (as defined in the Merger
Agreement) or the exercise of Purchaser's (as defined in the Merger Agreement)
rights under the Stockholders Agreement will cause (A) the Rights to become
exercisable under the Rights Agreement, (B) Parent (as defined in the Merger
Agreement) or Purchaser or any of their affiliates to be deemed an Acquiring
Person or (C) the Stock Acquisition Date to occur upon any such event, (ii) none
of the acceptance for payment or payment for Shares (as defined in the Merger
Agreement) by Purchaser pursuant to the Offer, the consummation of the Merger
(as defined in the Merger Agreement) or the exercise of Purchaser's rights under
the Stockholders Agreement will cause (A) the Rights to become exercisable under
the Rights Agreement or (B) Parent or Purchaser or any of their affiliates to be
deemed an Acquiring Person or (C) the Stock Acquisition Date to occur upon any
such event, and (iii) the Expiration Date shall occur no later than immediately
prior to the purchase of Shares pursuant to the Offer; and
WHEREAS, it is the intention of the Company that this Amendment
implement the Company's obligations with respect to the Rights Agreement as
stated above; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below:
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendments to Rights Agreement. The Rights Agreement is hereby amended
as follows:
a. Amendment of Section 1. Section 1(j) of the Rights Agreement is
amended (1) by deleting the word "or" immediately preceding clause (iv)
thereof and (2) by adding the new phrase immediately following clause
(iv) thereof: "or (v) any Parent Party." Section 1 of the Rights
Agreement is further amended by adding thereto, new subsections (z),
(aa) and (bb) which shall read as follows:
"(z) "Parent Party" shall mean any of Solution 6 Holdings,
Limited, a New South Wales, Australia corporation, EIG
Acquisition Corp., a Delaware corporation and an indirect,
wholly owned subsidiary of Solution 6 Holdings, Limited and
any Associates or Affiliates of Solution 6 Holdings, Limited
or EIG Acquisition Corp."
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"(aa) "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of December 14, 1999 by and between Company,
Solution 6 Holdings, Limited, a New South Wales, Australia
corporation, and EIG Acquisition Corp., a Delaware corporation
and an indirect, wholly owned subsidiary of Solution 6
Holdings, Limited."
"(bb) "Stockholders Agreement" shall mean the Stockholders
Agreement dated as of December 14, 1999 among Company,
Solution 0 Xxxxxxxx, Xxxxxxx, x Xxx Xxxxx Xxxxx, Xxxxxxxxx
corporation, EIG Acquisition Corp., a Delaware corporation and
an indirect wholly owned subsidiary of Solution 6 Holdings,
Limited and certain stockholders of the Company."
b. Amendment of Section 3. Section 3 of the Rights Agreement is hereby
amended by adding the following new phrase at the beginning of such
section: "Except as provided in Section 35,".
c. Amendment of Section 7. Section 7 of the Rights Agreement is hereby
amended by adding the following new phrase at the beginning of such
Section: "Except as provided in Section 35,". In addition, paragraph
(a) of Section 7 of the Rights Agreement is amended (1) by deleting the
word "or" immediately preceding clause (iii) thereof, (2) by adding the
following new phrase immediately following clause (iii) thereof: "or
(iv) immediately prior to the purchase of shares of Common Stock
pursuant to the Offer (as defined in the Merger Agreement)" and (3) by
deleting the word "and" in the last parenthetical at the end of the
sentence in Section 7(a) and adding the words "and (iv)" after "(iii)"
in the parenthetical at the end of the sentence in 7(a).
d. Amendment of Section 11. Section 11 of the Rights Agreement is hereby
amended by adding the following new phrase at the beginning of such
section: "Except as provided in Section 35,".
e. Amendment of Section 13. Section 13 of the Rights Agreement is hereby
amended by adding the following new phrase at the beginning of such
section: "Except as provided in Section 35,".
f. Addition of New Section 35. The Rights Agreement is amended by adding a
Section 35 thereof which shall read as follows:
"Section 35. Exception for Merger Agreement and Transactions
Contemplated Thereby. Notwithstanding any provision of this
Agreement to the contrary, neither a Distribution Date, a
Section 11(a)(ii) Event, a Section 13 Event, nor a Stock
Acquisition Date shall be deemed to have occurred, none of the
Parent Parties shall be deemed to have become an Acquiring
Person, and no holder of any Rights shall be entitled to
exercise such Rights under Sections 3(a), 7(a), 11(a) or 13 of
this Agreement, and in any such case, by reason of (a) the
approval, execution and delivery of the Merger
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Agreement, the Stockholders Agreement, or any amendments
thereof approved in advance by the Board of Directors of the
Company, (b) the commencement or, prior to the termination of
the Merger Agreement, the consummation of any of the
transactions contemplated by the Merger Agreement in
accordance with the provisions of the Merger Agreement,
including the Offer and the Merger (as defined in the Merger
Agreement), or (c) by the consummation of any transaction
contemplated by the Stockholders Agreement."
2. Effect of Amendment. This Amendment shall be deemed effective as of
December 14, 1999 as if executed by both parties hereto on such date.
As amended hereby, the Rights Agreement shall remain in full force and
effect.
3. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such
state. This Amendment may be executed in any number of counterparts,
each of such counterparts shall for all purposes be deemed an original,
and all such counterparts shall together constitute but one and the
same instrument. If any term, provision, covenant, or restriction of
this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall
remain in full force and effect and shall in no way be affected,
impaired, or invalidated.
IN WITNESS WHEREOF, the parties have executed this FIRST AMENDMENT TO
RIGHTS AGREEMENT as of December 14, 1999.
ELITE INFORMATION GROUP, INC.
/s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx,
Chief Executive Officer
EQUISERVE TRUST COMPANY
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
President
