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Exhibit 6
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 to Rights Agreement (this "Amendment"), dated as
of February 27, 1998 but effective as of November 7, 1996, amends the Rights
Agreement dated as of December 1, 1995 between FTP Software, Inc., a
Massachusetts corporation (the "Company"), and State Street Bank and Trust
Company, a Massachusetts trust company (the "Rights Agent"), as amended by
Amendment to Rights Agreement dated as of November 7, 1996 between the Company
and the Rights Agent (the "Rights Agreement").
WHEREAS, the Board of Directors of the Company has approved an
amendment to the Rights Agreement pursuant to Section 27 thereof;
NOW THEREFORE, in consideration of these premises, the mutual
agreements herein set forth, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged by each party, the parties hereto
hereby agree as follows:
1. Amendment. The definition of "Acquiring Person" set forth in Section
1(a) of the Rights Agreement is hereby amended to read as follows:
"(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates of such Person, shall be the Beneficial
Owner of 15% or more of the shares of Common Stock then outstanding,
but shall not include (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, (iv) any Person organized, appointed, or
established by the Company or a Subsidiary of the Company pursuant to
the terms of any plan described in clause (iii) above or (v) any Person
who has reported or is required to report its or their beneficial
ownership (but less than 20%) on Schedule 13G under the Exchange Act
(or any comparable or successor report) or on Schedule 13D under the
Exchange Act (or any comparable or successor report) which Schedule 13D
does not state any intention to or reserve the right to control or
influence the management or policies of the Company or engage in any of
the actions specified in Item 4 of such Schedule (other than the
disposition of the Common Stock) and, within 10 Business Days of being
requested by the Company to advise it regarding the same, certifies to
the Company that such Person acquired shares of Common Stock in excess
of 14.9% inadvertently or without knowledge of the terms of the Rights
and who, together with all of such Person's Affiliates, thereafter does
not acquire additional shares of Common Stock while the Beneficial
Owner of 15% or more of the shares of Common Stock then outstanding;
provided, however, that if the Person requested to so certify fails to
do so within 10 Business Days, then such Person shall become an
Acquiring Person on the day immediately following the last day of such
10 Business Day Period.
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As used above, the term "Acquiring Person" shall not include
Kopp Investment Advisors, Inc. ("KIA"), Kopp Holding Company ("KHC") or
LeRoy C. Kopp ("Kopp") (but no purchaser or assignee of any such Person
or direct or indirect purchaser or transferee of any shares of Common
Stock of the Company from any such Person) so long as (A) the number of
shares of Common Stock of the Company beneficially owned by all such
Persons does not exceed 6,722,400 shares in the aggregate (such number
to be adjusted in the event of any stock dividend, stock split or
combination of shares, recapitalization, repurchase of shares by the
Company or any other change in the Company's capital stock which in the
determination of the Board in its sole discretion requires an
adjustment to such number to maintain it at less than 20% of the
Company's outstanding shares), (B) none of such Persons has filed a
Schedule 13D or Schedule 13G that expresses any intention or
reservation of the right (1) to control or influence the management or
policies of the Company or (2) to engage in any of the actions
specified in Item 4 of such Schedule 13D (other than (a) the
disposition of Common Stock and (b) the acquisition of Common Stock up
to the maximum number set forth above, provided that the condition in
the preceding clause (B)(1) is met) and (C) neither KHC nor Kopp owns
directly 5% or more of the shares of Common Stock then outstanding.
2. Effect of Amendment. Except as expressly amended hereby, the Rights
Agreement shall remain in full force and effect.
3. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of The Commonwealth of Massachusetts 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.
4. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day first above written.
ATTEST: FTP SOFTWARE, INC.
By___________________________________
Name:
Title:
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By___________________________________
Name:
Title:
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