HOLOGIC, INC.
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment No. 3 (this "Agreement"), dated as of April
25, 1999, to the Rights Agreement dated as of December 22, 1992,
as amended on December 13, 1995 and as further amended on
December 9, 1996 (the "Rights Agreement"), between Hologic, Inc.,
a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Company, a New York trust company.
RECITALS
WHEREAS, the Board of Directors of the Company has
authorized the Company to enter into a securities purchase
agreement (the "Securities Purchase Agreement") dated April 28,
1999 with Sterling Diagnostic Imaging, Inc. a Delaware
corporation ("SDI"), pursuant to which the Company will purchase
all of the issued and outstanding shares of common stock of DRC
Holding Corp., a Delaware corporation.
WHEREAS, part of the purchase price to be paid by the
Company to SDI in connection with the Securities Purchase
Agreement includes the issuance to SDI and certain other nominees
of SDI, of an aggregate of 2,500,000 shares of the Company's
Common Stock, $.01 par value.
WHEREAS, upon issuance of the 2,500,000 shares of the
Company's Common Stock, the acquiring entity or entities may
acquire more than 15% of the outstanding shares of the Company's
Common Stock.
WHEREAS, the acquisition of more than 15% of the outstanding
shares of the Company's Common Stock would result in the
acquiring entity or entities being deemed to be an "Acquiring
Person" under the Rights Agreement, which would trigger certain
events pursuant to the terms of the Rights Agreement.
WHEREAS, the Board of Directors has determined that it is in
the best interest of the Company to amend the Rights Agreement so
that SDI and certain of its nominees will not become an Acquiring
Person under the Rights Agreement.
WHEREAS, capitalized terms used but not otherwise defined in
this Amendment No. 3 shall have the meanings given them in the
Rights Agreement.
NOW, THEREFORE, in consideration of the promises and
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment of subparagraph (a) ARTICLE I. Section 1.1.
Subparagraph (a) of ARTICLE I, Section 1.1 is hereby amended and
restated so that such subparagraph reads in its entirety as
follows:
"(a) "Acquiring Person" means any Person who is a
Beneficial Owner of 15% or more of the outstanding
shares of Common Stock; provided, however, that the
term "Acquiring Person" shall not include (i) any
Person who shall become the Beneficial Owner of 15% or
more of the outstanding shares of Common Stock solely
as a result of an acquisition by the Company of shares
of Common Stock, until such time hereafter or
thereafter as such Person shall become the Beneficial
Owner (other than by means of a stock dividend or stock
split) of any additional shares of Common Stock, (ii)
any Person who inadvertently acquired Beneficial
Ownership of 15% or more of the outstanding shares of
Common Stock or otherwise acquired Beneficial Ownership
of shares of Common Stock without any plan or intention
to seek control of the Company and without knowledge
that such acquisition would make such Person an
Acquiring Person, if, in either case, such Person
promptly divests (without exercising or retaining any
power, including voting, with respect to such shares) a
sufficient number of shares of Common Stock (or
securities convertible into Common Stock) so that such
Person ceases to be the Beneficial Owner of 15% or more
of the outstanding shares of Common Stock, after notice
by the Company that such Person will be deemed by the
Company to be an Acquiring Person unless such Person
makes such divestitures, (iii) an underwriter or
underwriters which purchase shares of Common Stock in
an underwritten public offering with a view to the
public distribution of such shares of Common Stock, or
(iv) Sterling Diagnostic Imaging, Inc., a Delaware
corporation, SDI Investments, L.L.C., a Delaware
limited liability company ("SDI Investments"), which is
a permitted transferee of SDI, and/or E.I. du Pont de
Nemours and Company, a Delaware corporation ("Dupont"),
any of whom shall become the Beneficial Owner of 15% or
more of the outstanding shares of Common Stock solely
as a result of the Company's purchase of all of the
issued and outstanding shares of common stock of DRC
Holding Corp. pursuant to that certain Securities
Purchase Agreement between the Company and Sterling
Diagnostic Imaging, Inc. dated April 28, 1999 (the
"Securities Purchase Agreement"), provided, however,
that after the consummation of the transactions
contemplated by the Securities Purchase Agreement, such
Person, together with all Affiliates of such Person,
shall be treated as any other holder of shares of
Common Stock of the Company and shall no longer be
entitled to the exclusion set forth in this clause (iv)
after such time as such Person becomes the Beneficial
Owner of less than 15% of the shares of Common Stock of
the Company then outstanding."
2. Reaffirmation of Rights Agreement. Except as specifically
amended by this Amendment No. 3, the Rights Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be duly executed as of the date first above
written.
HOLOGIC, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, Treasurer and
Chief Financial Officer
AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
