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EXHIBIT 10.3
FOURTH SUPPLEMENT TO CENTIGRAM COMMUNICATIONS
CORPORATION PREFERRED SHARES RIGHTS AGREEMENT
This Fourth Supplement to the Centigram Communications Corporation
Preferred Shares Rights Agreement (the "Supplement") amends the Centigram
Communications Corporation Preferred Shares Rights Agreement dated as of October
20, 1992, as previously amended by the Supplement to Centigram Communications
Corporation Preferred Shares Rights Agreement dated as of October 20, 1992, the
Second Supplement to Centigram Communications Corporation Preferred Shares
Rights Agreement dated as of January 1995 and the Third Supplement to Centigram
Communications Corporation Preferred Shares Rights Agreement dated as of October
22, 1999 (as amended, the "Agreement"). This Supplement is entered into by and
between Centigram Communications Corporation, a Delaware corporation
("Centigram"), and American Stock Transfer and Trust Company, as Rights Agent
(the "Agent"), pursuant to Section 27 of the Agreement.
Section 1(a) of the Agreement is hereby amended to read in its entirety
as follows:
(a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the Common Shares then
outstanding, but shall not include the Company, any Subsidiary of
the Company or any employee benefit plan of the Company or of any
Subsidiary of the Company, any entity holding Common Shares for
or pursuant to the terms of any such plan. In addition,
"Acquiring Person" shall not include:
(1) Kopp Investment Advisors, Inc. ("KIA"), LeRoy C. Kopp
("LCK"), the Kopp Emerging Growth Fund ("KEGF") or the
Kopp Holding Company ("KHC" and, collectively with KIA,
LCK and KEGF, the "Kopp Entities" and each a "Kopp
Entity") provided and only for so long as (i) on or
prior to May 30, 2000, no Kopp Entity beneficially owns
in excess of 28.3% of the Common Shares of the Company
then outstanding, (ii) after May 30, 2000, no Kopp
Entity beneficially owns in excess of 25% of the Common
Shares of the Company then outstanding; (iii) KIA and
KECG continue to be entitled to file reports of
beneficial ownership of the Common Shares of the
Company on Schedule 13G pursuant to Section 13(d) and
Section 13(g) of the Securities Exchange Act; (iv)
except as otherwise required by Rule 13d-1(b)(1)(ii)(G)
promulgated under the Exchange Act, LCK and KHC
continue to be entitled to file reports of beneficial
ownership of the Common Shares of the Company on
Schedule 13G pursuant to Section 13(d) and Section
13(g) of the Securities Exchange Act; (v) LCK and KHC
do not own in the aggregate (directly or indirectly
through IRAs and trusts) in excess of 1.7% of the
Common Shares of the Company then outstanding; and (vi)
the Kopp Entities continue to
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be in compliance with all other terms of the letter
agreement dated as of October 8, 1999 among the Kopp
Entities and the Company (a copy of which is
attached to the Third Supplement to Centigram
Communications Corporation Preferred Shares Rights
Agreement dated as of October 22, 1999), as determined
by a majority of the Continuing Directors in their sole
discretion; and
(2) ADC Telecommunications, Inc. ("ADC"), but only in
connection with an acquisition effected pursuant to the
terms of the Agreement and Plan of Merger by and among
ADC, Poundstone Acquisition Corp. and the Company dated
June 8, 2000.
Notwithstanding the foregoing, no Person shall be deemed to be
an Acquiring Person either (i) as the result of an acquisition
of Common Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 15% or more of the
Common Shares of the Company then outstanding; provided,
however, that if a Person, other than those entities described
in the foregoing two sentences, shall become the Beneficial
Owner of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, become the
Beneficial Owner of any additional Common Shares of the
Company, then such Person shall be deemed to be an Acquiring
Person, or (ii) if within eight days after such Person would
otherwise become an Acquiring Person (but for the operation of
this clause (ii)), such Person notifies the Board of Directors
that such Person did so inadvertently and within two days
after such notification, such Person is the Beneficial Owner
of less than 15% of the outstanding Common Shares.
Except as amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be executed effective as of June 8, 2000.
CENTIGRAM COMMUNICATIONS CORPORATION
By: /s/ Thomas E. Brunton
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Thomas E. Brunton
Senior Vice President and Chief Financial Officer
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Herbert J. Lemmer
Vice President
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