<PAGE>
Exhibit 2.3
-----------
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment, dated as of December 11, 2000 (the
"Amendment"), amends that certain Rights Agreement, originally dated as of
December 20, 1994 (the "Rights Agreement") and first amended on August 14, 1996
(the "First Amendment"), between RF Monolithics, Inc., a Delaware corporation
(the "Company"), and Fleet National Bank (f/k/a BankBoston, N.A., f/k/a the
First National Bank of Boston ("Rights Agent").
The Board of Directors of the Company has approved a second amendment
to the Rights Agreement pursuant to Section 27 thereof.
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this Amendment,
capitalized terms not otherwise defined shall have the meaning given them in the
Rights Agreement.
Section 2. Amendment. Section 1(i), as amended by the First Amendment
dated as of August 14, 1996, is hereby amended in its entirety to read as
follows:
(i) "Exempt Person" shall mean the following: (1) Kopp Investment
Advisors, Inc. (and any successor thereto, but no purchaser or assignee thereof
or purchaser or assignee of any shares of Common Shares of the Company by such
Person) ("Kopp"), but only so long as Kopp does not become the Beneficial Owner
of 20% or more of the Common Shares of the Company then outstanding.
Notwithstanding the foregoing, Kopp shall not cease to be an "Exempt Person" 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 Kopp to 20% or more of the Common Shares of the Company
then outstanding; provided, however, that if Kopp shall become the Beneficial
Owner of 20% 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 Kopp shall no longer be deemed to be an "Exempt Person"; and
(2) Orin Hirschman ("Hirschman"), but only so long as Hirschman does
not become the Beneficial Owner of 16.6% or more of the Common Shares
of the Company then outstanding. Notwithstanding the foregoing,
Hirschman shall not cease to be an "Exempt Person" as the result of
(1) becoming entitled to receive or receiving any additional Common
Shares of the Company acquired through anti-dilution rights under
warrants beneficially owned by Hirschman or (2) 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 Hirschman to 16.6% or more of the Common Shares of the
Company then outstanding; provided, however, that if Hirschman shall
become the Beneficial Owner of 16.6% or more of the Common Shares of
the Company then outstanding by reason of share purchases by the
Company or Common Shares acquired through anti-dilution rights under
warrants beneficially owned
Second Amendment to Rights Agreement 1
<PAGE>
by Hirschman, and shall, after such share purchases by the Company or
triggering of anti-dilution rights, become the Beneficial Owner of any
additional Common Shares of the Company, then Hirschman shall no longer be
deemed to be an "Exempt Person."
Section 3. Effect of Amendment. Except as expressly amended hereby and by
the First Amendment, the Rights Agreement shall remain in full force and effect.
Section 4. Severability. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 5. Governing Law. This Amendment and each Right Certificate issued
hereunder 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 such State applicable to contracts to be made and performed
entirely within such State.
Section 6. Counterparts. This Amendment 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.
Section 7. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
In Witness Whereof, parties hereto have caused this Amendment to be duly
executed and their seals attested, all as of the day and year first above
written.
RF MONOLITHICS, INC.
Attest:
By:________________________________
Name:______________________________ By:/s/ David M. Kirk
----------------------------------
Title:_____________________________ David M. Kirk
President and Chief Executive Officer
Fleet National Bank, f/k/a BankBoston,
N.A., f/k/a THE FIRST NATIONAL BANK
OF BOSTON
Attest:
By: /s/ Tracy Chipman By: /s/ Carol Mulvey-Eori
-------------------------------- ------------------------------
Name: Tracy Chipman Name: Carol Mulvey-Eori
------------------------------ ----------------------------
Title: Account Manager Title: Managing Director
----------------------------- ---------------------------
Second Amendment to Rights Agreement 2
