Exhibit 4.1
Amendment No. 3 to Rights Agreement
and Appointment of Rights Agent
This Amendment No.3 to Rights Agreement and Appointment of Rights Agent
(this "Amendment"), effective as of August 19, 2002, is between Lifeline
Systems, Inc., a Massachusetts corporation (the "Company"), and Registrar and
Transfer Company, a New Jersey corporation ("R&T").
WHEREAS, the Company and State Street Bank and Trust Company ("State
Street") are parties to a Rights Agreement, dated as of July 24, 1998, as
amended pursuant to Amendment No. 1 thereto dated October 18, 1998 and Amendment
Xx. 0 xxxxxxx xxxxx Xxxx 00, 0000 (xx amended, the "Rights Agreement"); and
WHEREAS, the Company no longer utilizes Equiserve, Inc. as its transfer
agent and, accordingly, State Street, for which Equiserve, Inc. is a service
company, has resigned as rights agent under the Rights Agreement ("Rights
Agent") pursuant to notice given July 9, 2002;
WHEREAS, Section 21 of the Rights Agreement permits the resignation of
the Rights Agent and the appointment by the Company of a new Rights Agent;
WHEREAS, pursuant to Amendment No. 1 to the Rights Agreement, the
Company had adopted certain amendments relating to a proposed transaction
involving Protection One, Inc., and hereby desires to remove such amendments
from the Rights Agreement;
WHEREAS, Section 27 of the Rights Agreement permits the amendment of
the Rights Agreement by the Company;
WHEREAS, pursuant to a resolution duly adopted on July 10, 2002, the
Board of Directors of the Company has authorized the amendment of the Rights
Agreement and the appointment of a new Rights Agent as set forth below; and
WHEREAS, the Board of Directors of the Company has determined that such
amendments are desirable and are consistent with the objectives of the Board of
Directors in connection with the original adoption of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, the parties hereby agree as follows:
1. Amendment of Section 7(a). Section 7(a) of the Agreement is hereby
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amended in full and replaced in its entirety by the following:
"(a) Subject to Section 7(e) hereof, the registered holder of
any Rights Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein including, without limitation, the
restrictions on exercisability set forth in Section 9(c),
Section 11(a)(iii) and Section 23 hereof) in whole or in part at any
time after the Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase and the certificate
on the reverse side thereof duly executed, to the Rights Agent at the
office of the Rights Agent designated for such purpose, together with
payment of the aggregate Purchase Price with respect to the total
number of shares of Common Stock (or other shares, securities, cash or
other assets, as the case may be) as to which such surrendered Rights
are then exercisable, at or prior to the earliest of (i) the Final
Expiration Date, (ii) the time at which the Rights expire as provided
in Section 13(d) hereof, (iii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption Date") or
(iv) the time at which such Rights are exchanged as provided in Section
24 hereof (the earliest of (i), (ii), (iii) and (iv) being herein
referred to as the "Expiration Date")."
2. Amendment of Section 21. Section 21 is hereby amended by deleting
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the fifth sentence thereof and replacing it with the following:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (a) (X) a corporation organized and doing
business under the laws of the United States, or of any state of the
United States, in good standing, having an office in the United States
and (Y) registered as a Transfer Agent in accordance with the
applicable provisions of the Securities Exchange Act of 1934, as
amended, and qualified to act as a Transfer Agent under the rules of
the New York Stock Exchange or (b) an affiliate of a corporation
described in clause (a) of this sentence."
3. Amendment of Section 26. Section 26 is hereby amended by deleting
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the address of the Rights Agent currently set forth therein and replacing it
with the following:
"Registrar and Transfer Company
00 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Account Executive - Lifeline Systems, Inc."
4. Amendment of Section 35. Section 35 of the Agreement is hereby
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deleted in its entirety.
5. Appointment of New Rights Agent. Pursuant to Section 21 of the
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Rights Agreement, the Company hereby appoints R&T as Rights Agent in accordance
with the terms and conditions of the Rights Agreement and with the same powers,
rights, duties and responsibilities as if R&T had been originally named as
Rights Agent. R&T hereby accepts such appointment.
6. Effectiveness. This Amendment shall be deemed effective as of the
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date set forth above as if executed by all parties hereto on such date. Except
as amended hereby, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby.
7. Miscellaneous. This Amendment shall be deemed to be a contract
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made under the laws of the Commonwealth of Massachusetts and for all purposes
shall be governed by and
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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 to be 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.
Capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Rights Agreement.
8. Certification. The undersigned officer of the Company certifies by
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execution hereof that this Amendment is in compliance with the terms of Sections
27 of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
LIFELINE SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
REGISTRAR AND TRANSFER COMPANY
By: /s/ Xxxxxxx X. Tatler
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Name: Xxxxxxx X. Tatler
Title: Vice President
State Street Bank and Trust Company
hereby affirms its resignation under
the Rights Agreement as set forth above.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Authorized Xxxxxx
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