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EXHIBIT 8
CERPROBE CORPORATION
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "AMENDMENT") is made as of
October 11, 2000 between CERPROBE CORPORATION, a Delaware corporation (the
"COMPANY"), and COMPUTERSHARE TRUST COMPANY, INC., as rights agent (the "RIGHTS
AGENT").
WHEREAS, the Company and the Rights Agent entered into that certain
Rights Agreement dated as of September 28, 1998 (the "RIGHTS AGREEMENT")
(capitalized terms used but not defined herein shall have the meaning assigned
to them in the Rights Agreement); and
WHEREAS, the Company and the Rights Agent desire to irrevocably amend
the Rights Agreement as provided below.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and conditions set forth below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties to this
First Amendment to Rights Agreement hereby agree as follows:
AMENDMENT
1. AMENDMENT OF THE RIGHTS AGREEMENT.
1.1 A new Section 35 of the Rights Agreement is hereby added as
follows:
"Section 35. Permitted Transactions. Reference is made to (a) the
Agreement and Plan of Merger by and among the Company, Kulicke
and Soffa Industries, Inc., a Pennsylvania corporation ("KS"),
and a wholly-owned corporate subsidiary of KS organized under
Delaware law ("Merger Sub"), to be dated as of a date occurring
on or after October 9, 2000 and on or before October 13, 2000
(such date, the "Execution Date"), as it may be amended from time
to time (the "Merger Agreement") and (b) the Stock Option
Agreement by and between the Company and KS, to be dated as of
the Effective Date, as it may be amended from time to time (the
"Stock Option Agreement"). Notwithstanding any other provision of
this Agreement, the term "Acquiring Person" as used throughout
this Agreement shall not include KS, or any of its Affiliates or
Associates, in each case to the extent, but only to the extent,
that KS, or any of such Affiliates or Associates, becomes the
Beneficial Owner of 15% or more of the shares of Common Stock of
the Company then outstanding as a result of, or shall become the
Beneficial Owner of 15% or more of the shares of Common Stock of
the Company then outstanding as a result of, the execution,
delivery or performance of the Merger Agreement or the Stock
Option Agreement or the consummation of the Offer and the Merger
(as such terms are defined in the Merger
1.
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Agreement) or the transactions contemplated thereby, in each case
in accordance with the terms thereof, as such terms may be
amended by the parties thereto. In addition, notwithstanding any
other provision of this Agreement, neither a Distribution Date
nor a Stock Acquisition Date shall be deemed to occur, and the
Rights will not separate from the Common Stock, as a result of
the execution, delivery or performance of the Merger Agreement or
the Stock Option Agreement or the consummation of the Offer and
the Merger (as such terms are defined in the Merger Agreement) or
the transactions contemplated thereby, in each case in accordance
with the terms thereof, as such terms may be amended by the
parties thereto, and none of the Company, KS, Merger Sub nor the
Surviving Corporation (as such term is defined in the Merger
Agreement), nor any of their respective Affiliates or Associates,
shall have any obligations under this Agreement to any holder (or
former holder) of Rights as of and following the consummation of
the Offer or the Effective Time (as such terms are defined in the
Merger Agreement)."
Clause (iv) of Section 25(a) of the Rights Agreement is hereby
amended by the addition of "except in connection with the
transactions contemplated in Section 35 hereof" at the end of the
clause.
2. NO OTHER AMENDMENT. Except as modified by this Amendment, the Rights
Agreement shall remain in full force and effect without any modification. By
executing this Amendment below, the Company certifies that this Amendment has
been executed and delivered in compliance with the terms of Section 27 of the
Rights Agreement. This Amendment shall be deemed an amendment to the Rights
Agreement and shall become effective when executed and delivered by the Company
and the Rights Agent as provided under Section 27 of the Rights Agreement. This
Amendment shall be irrevocable and (a) Kulicke and Soffa Industries, Inc., a
Pennsylvania corporation ("KS"), and (b) the wholly-owned corporate subsidiary
of KS organized under Delaware that is a party to the Agreement and Plan of
Merger by and among the Company, KS and such subsidiary of KS that will be dated
as of a date occurring on or after October 9, 2000 and on or before October 13,
2000, shall each be express third party beneficiaries hereof.
3. COUNTERPARTS. This Amendment may be executed in several counterparts,
each of which shall constitute an original and all of which, when taken
together, shall constitute one agreement.
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2.
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The foregoing Amendment is hereby executed as of the date first above
written.
THE COMPANY:
CERPROBE CORPORATION
By: /s/ C. ZANE CLOSE
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C. Zane Close
President, Chief Executive Officer
RIGHTS AGENT:
COMPUTERSHARE TRUST COMPANY, INC.
By: /s/ IAN YEWER
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Name: Ian Yewer
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Title: President
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By: /s/ KELLIE GWINN
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Name: Kellie Gwinn
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Title: Vice President
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