EXHIBIT 10.3
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment to Registration Rights Agreement is entered into as of
December 1, 1997, by and among FLIR SYSTEMS, INC., an Oregon corporation (the
"Company") and HE HOLDINGS, INC., FORMERLY KNOWN AS HUGHES AIRCRAFT COMPANY
("Hughes").
WHEREAS, the Company, Hughes and Louisiana-Pacific Venture Corp. ("LP
Venture Corp.") entered into a Registration Rights Agreement dated as of May 12,
1993 (the "Agreement");
WHEREAS, LP Venture Corp. has disposed of the Shares subject to the
provisions of the Agreement;
WHEREAS, the Company and Hughes desire to amend and restate certain
provisions of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. Section 4.1 of the Agreement is hereby amended and restated as
follows:
4.1 If the representative of the underwriters participating in the sale
and distribution of the Company's securities covered by such registration
statement agrees that a number of Shares in excess of the shares to be sold on
behalf of the Company (the "Permissible Secondary Shares") may be included in
the offering covered by the registration statement, the Company's notice shall
afford the Holders of Shares an opportunity to elect to include in such
registration Shares owned by them. Each Holder shall have twenty (20) days
after receipt of the Company's notice to notify the Company in writing of the
number of Shares (the "Elected Shares") which such Holder elects to include in
the offering and the Elected Shares shall be included in the offering. If the
aggregate number of Elected Shares that the Holders thereof desire to include in
such offering exceeds the number of Permissible Secondary Shares, then each such
Holder shall be entitled to include that number of Permissible Secondary Shares,
then each such Holder shall be entitled to include that number of Shares that
bears the same ratio to the number of Permissible Secondary Shares as the number
of Elected Shares such Holder desires to include bears to the number of Elected
Shares all such Holders desire to include. Such representative may increase or
decrease the number of Permissible Secondary Shares at any time until all Shares
included in such registration shall have been sold by such underwriters.
Notwithstanding anything in this Section 4.1 to the contrary, if the Company
proposes to register any offering of shares of its capital stock under the
Securities Act in response to a demand for registration made pursuant to Section
2 of the Registration Rights Agreement dated as of December 1, 1997 by and among
the Company, Spectra-Physics AB, Spectra-Physics Holdings PLC and Pharos
Holdings, Inc. (the "Spectra Registration Rights Agreement"), all shares of the
Company's capital stock requested to be
included in the offering pursuant to the Spectra Registration Rights Agreement
shall be included in the offering before any Shares owned by the Holders are
included in the offering.
2. Section 6 of the Agreement is hereby amended and restated as follows:
SECTION 6
OPINION OF COUNSEL
------------------
The Company shall have no obligation under Sections 3 and 4 to register any
----------------
Shares if the Company shall deliver to the Holder or Holders requesting such
registration an opinion of counsel reasonably satisfactory to such Holder or
Holders and their counsel to the effect that the proposed sale or disposition of
all of the Shares of such Holder or Holders for which registration was requested
does not require registration under the Securities Act for a sale or disposition
in a single public transaction. The Company hereby agrees to indemnify the
Holders of Shares, and each of them, against, and to hold them harmless from,
all damages, losses, liabilities (including liability for rescission), costs and
expenses that they may incur under the Securities Act or otherwise by reason of
their proceeding in accordance with such opinion of counsel. Notwithstanding
anything to the contrary contained herein, the foregoing provisions of this
Section 6 shall not apply in situations where any Holder requesting such
registration owns five percent (5%) or more of the outstanding Common Stock.
3. Pursuant to Section 4.2 of the Agreement, Hughes hereby consents to,
and only to, the Company's grant of the registration rights specified in the
Spectra Registration Rights Agreement in the form attached hereto as Exhibit A.
4. Except as set forth and modified herein, the Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed and delivered by the
parties set forth below.
THE COMPANY: FLIR SYSTEMS, INC.
By:/s/ J. Kenneth Stringer III, President
--------------------------------------
HUGHES: HE HOLDINGS, INC., FORMERLY KNOWN AS
HUGHES AIRCRAFT COMPANY
By:/s/ Robert M. Hall, Secretary
-----------------------------