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EXHIBIT 4
AMENDMENT NO. 2 TO THE
RIGHTS AGREEMENT
OF PICTURETEL CORPORATION
This Amendment No. 2, dated as of July 24, 2000, amends the Rights
Agreement, dated as of March 25, 1992 (as amended to date, the "RIGHTS
AGREEMENT"), between PictureTel Corporation, Inc., a Delaware corporation (the
"COMPANY"), and Fleet National Bank (f/k/a BankBoston, N.A., f/k/a First
National Bank of Boston), as Rights Agent. Capitalized terms which are used
herein without definition and which are defined in the Rights Agreement shall
have the respective meanings assigned to such terms in the Rights Agreement.
W I T N E S S E T H:
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WHEREAS, on March 25, 1992, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, shares of the Company's Junior Preference
Stock;
WHEREAS, on March 25, 1992, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Dividend Record Date and
authorized the issuance of one Right (subject to certain adjustments) for each
share of Common Stock of the Company issued between the Dividend Record Date and
the Distribution Date;
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board has
approved an amendment of certain provisions of the Rights Agreement as set forth
below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by deleting the word "and" after the phrase
"requires an adjustment");" and adding the following language after the words
"on Schedule 13G":
", and (iii) that "Acquiring Person" shall not include an Exempt
Person."
2. A new definition is added after Section 1(v) and before
Section 1(w) as follows:
"(v') "Exempt Person" shall mean:
(i) Intel Corporation ("Intel"), so long as such
Person and its Affiliates and Associates
does not become the Beneficial Owner of
greater than that number of shares of Common
Stock equal to the sum of: (A)
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the number of shares of Common Stock
issuable upon conversion of the Series A
Preferred Stock of the Company purchased by
Intel in connection with that certain Stock
Purchase and Investors Rights Agreement,
dated as of January 18, 1999 ("1999 Stock
Agreement"), by and among this Company and
Intel; PLUS (B) the number of ---- shares of
Common Stock issuable upon conversion of the
Series B Preference Stock of the Company
("Series B Stock") purchased by Intel in
connection with that certain Stock Purchase
and Investors Rights Agreement, dated as of
July 13, 2000 ("2000 Stock Agreement"), by
and among this Company, Intel, the State of
Wisconsin Investment Board ("SWIB"),
Halpern, Denny & Co., and certain other
investors listed on Schedule 1 thereto; PLUS
(C) the number of ---- additional shares of
Common Stock which may be purchased by Intel
pursuant to the 1999 Stock Agreement and the
2000 Stock Agreement, each such number of
shares as adjusted for stock splits; and
(ii) SWIB, so long as such Person and its
Affiliates and Associates does not become
the Beneficial Owner of greater than that
number of shares of Common Stock equal to
the sum of: (A) 3,616,900 shares of Common
Stock, PLUS (B) the ---- number of shares of
Common Stock issuable upon conversion of the
Series B Stock purchased by SWIB in
connection with the 2000 Stock Agreement;
PLUS (C) the number of additional ----
shares of Common Stock which may be
purchased by SWIB pursuant to the 2000 Stock
Agreement, each such number of shares as
adjusted for stock splits."
3. Section 2 is hereby amended by adding the following language
after the word "desirable:
"upon ten (10) days' prior written notice to the Rights
Agent. The Rights Agent shall have no duty to supervise, and
shall in no event be liable for, the acts or omissions of any
such co-Rights Agent."
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4. Section 26 is hereby amended by deleting the notice name and
address for the Rights Agent in its entirety and substituting the following
language:
"Fleet National Bank c/o
EquiServe Limited Partnership
150 Royal Street, Canton, MA
Attention: Client Administration
(PictureTel Corporation Rights Agreement)."
5. EFFECT OF AMENDMENT. Except as expressly amended hereby, the
Rights Agreement, as amended to the date hereof, shall remain in full force and
effect.
6. GOVERNING LAW. This Agreement 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 said state
applicable to contracts made and to be performed entirely within said state.
7. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and 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.
[The Remainder of the Page is Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Rights Agreement to be duly executed as of the day and year first above
written.
PICTURETEL CORPORATION
By: ___________________________
Title:
Attest:
By:______________________
FLEET NATIONAL BANK
By: ___________________________
Title:
Attest:
By:______________________________
