EXHIBIT 3
AMENDMENT NO. 2 TO PREFERRED SHARES RIGHTS AGREEMENT
BETWEEN CATALYTICA, INC. AND
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
This Amendment No. 2 to the Preferred Shares Rights Agreement, dated as of
October 23, 1996, as amended by Amendment No. 1, dated as of July 28, 1997 (the
"Rights Agreement"), between Catalytica, Inc. (the "Company") and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"), is dated as
of August 2, 2000.
WHEREAS, the Company expects to enter into an Agreement and Plan of Merger,
by and among Synotex, Inc., Synotex Acquisition Corporation, and the Company, in
substantially the form as approved by the Board of Directors of the Company on
August 2, 2000 (the "Merger Agreement");
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Morgan Stanley Capital Partners III, L.P., Morgan Stanley Capital
Investors, L.P., MSCP III 892 Investors, L.P., James A. Cusumano, Ricardo B.
Levy, Synotex, Inc. and the Company will enter into a Voting Agreement (the
"Voting Agreement"), providing for, among other things, each Stockholder Party
(as defined therein) agreeing to vote for the transactions contemplated by the
Merger Agreement;
WHEREAS, Section 27 of the Rights Agreement permits the Company to amend
the Rights Agreement in any respect without approval of the holders of rights
prior to the occurrence of a Triggering Event (as therein defined);
WHEREAS, a Triggering Event has not occurred;
WHEREAS, the Board of Directors of the Company authorized and approved this
Amendment at the Special Meeting of the Board of Directors of the Company on
August 2, 2000; and
WHEREAS, the Company deems it desirable and in the best interests of the
Company to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and in the Rights Agreement, the parties hereto hereby agree as
follows:
1. NEW SECTION. Section 36 is hereby added to the Rights Agreement.
Such new section shall read in its entirety as follows:
"36. Exclusion of Certain Transactions with Synotex, Inc.
Notwithstanding anything contained in this Agreement to the contrary:
(a) This Section 36 is included in this Agreement in connection with the
Agreement and Plan of Merger, by and among Synotex, Inc., Synotex
Acquisition Corporation, and the Company, in substantially the form as
approved by the Board of Directors of the Company on August 2, 2000
(the "Merger Agreement"). In the event that the Merger Agreement is
terminated prior to the Closing (as defined in the Merger Agreement),
this Section 36 shall be of no further force and effect and shall be
considered to be deleted from this Agreement. The Rights Agent shall
incur no liability in assuming the effectiveness of this Section 36
unless and until it has been notified by the Company that this Section
36 is of no further force and effect.
(b) The execution and delivery of the Merger Agreement and that certain
Voting Agreement by and among Morgan Stanley Capital Partners III,
L.P., Morgan Stanley Capital Investors, L.P., MSCP III 892 Investors,
L.P., James A. Cusumano, Ricardo B. Levy, Synotex, Inc. and the
Company dated as of August 2, 2000 (the "Voting Agreement") and
consummation of the transactions contemplated thereby shall in no
event result in (i) Synotex, Inc. becoming an Acquiring Person, or
(ii) a distribution of Rights pursuant to this Agreement, or (iii) the
exercisability of, or any adjustment to, Rights under this Agreement,
or (iv) any other defensive measures under this Agreement.
3. NO OTHER CHANGES. Except as expressly amended hereby, the Rights
Agreement shall remain in full force and effect.
4. DIRECTION OF COMPANY. Pursuant to Section 27 of the Rights Agreement,
the Company directs the Rights Agent to execute this Amendment.
5. 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 one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
CATALYTICA, INC.
By: /s/ Lawrence W. Briscoe
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Lawrence W. Briscoe
Vice President, Finance and Administration and
Chief Financial Officer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
By: /s/ Asa Drew
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Asa Drew
Assistant Vice President
[Signature Page to Amendment No. 2 to Preferred Shares Rights Agreement]
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