Exhibit 3
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement (this "Amendment") is between
Health Risk Management, Inc., a Minnesota corporation (the "Company") and
Norwest Bank Minnesota, N.A., a national banking association (the "Rights
Agent"), effective as of May 19, 2000.
A. The Company and the Rights Agent entered into a Rights Agreement,
dated as of April 4, 1997 and previously amended October 1, 1999 (as amended,
the "Rights Agreement"). Capitalized terms used and not otherwise defined in
this Amendment will have the meaning attributed to such terms in the Rights
Agreement.
B. Section 27 of the Rights Agreements provides that the Company may
amend the Rights Agreement upon the approval of at least a majority of the Board
of Directors of the Company (provided at the time of such approval by the Board
there are then in office not less than two Continuing Directors and such
approval is joined in by a majority of the Continuing Directors then in office)
and upon any such amendment, the Rights Agent shall amend the Rights Agreement
as the Company directs.
C. The Company desires, and hereby directs the Rights Agent, to amend
the Rights Agreement and the Rights Agent agrees to such amendment, on the terms
and conditions set forth in this Amendment.
Accordingly, the Company and the Rights Agent agree as follows:
1. Representation and Warranties. The Company represents and warrants to the
Rights Agent that:
(a) to the best knowledge of the Company, this Amendment
shall not materially adversely affect the interest of
the holders of the Rights Certificates; and
(b) this Amendment is authorized pursuant to the
requirements of Section 27 of the Rights Agreement,
having been approved by a majority of the Company's
Continuing Directors as evidenced by the officer's
certificate attached hereto as Exhibit A.
2. Continuing Directors. Section 1(a) of the Rights Agreement is amended by
adding the following language to the end of Section 1(a):
; provided, further, that shares of Common Stock that are
acquired and held pursuant to that certain Standstill
Agreement dated May 19, 2000 by and among the Company and
Chiplease, Inc., Banco Panamericano, Inc., Leslie Jabine and
Leon A. Greenblatt, shall not be considered in the
determination of Acquiring Person for such Persons and their
respective Affiliates so long as such parties are in
compliance with such Standstill Agreement.
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3. No Other Changes. Except as specifically amended by this Amendment, all other
provisions of the Rights Agreement remain in full force and effect. This
Amendment shall not constitute or operate as a waiver of, or estoppel with
respect to, any provisions of the Rights Agreement by any party hereto.
4. Counterparts. This Second Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
The Company and the Rights Agent have caused this Amendment to be duly
executed on their behalf by their respective duly authorized representatives as
of the date first written above.
HEALTH RISK MANAGEMENT, INC. NORWEST BANK MINNESOTA, N.A.
By: /s/ Gary McIlroy By: /s/ Beverly Robinson
Gary T. McIlroy, M.D. Its: Officer
Its: Chief Executive Officer and
Chairman of the Board
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Exhibit A
OFFICER'S CERTIFICATE
The undersigned hereby certifies that the Second Amendment to the
Rights Agreement between Health Risk Management, Inc. and Norwest Bank
Minnesota, N.A., dated as of April 4, 1997 and previously amended October 1,
1999 (as amended, the "Rights Agreement") to which this Officer's Certificate is
attached as Exhibit A, complies with the terms of Section 27 of the Rights
Agreement.
/s/ Gary McIlroy
Gary T. McIlroy, M.D.
Chief Executive Officer and
Chairman of the Board
