First Amendment to Rights Agreement between IVC Industries, Inc. and American Stock Transfer & Trust Company

Summary

This amendment, dated February 1, 2001, modifies the existing Rights Agreement between IVC Industries, Inc. and American Stock Transfer & Trust Company. It allows E. Joseph Edell to acquire up to 200,000 additional shares of IVC Industries' common stock without being considered an "Acquiring Person" under the agreement. All other terms of the original Rights Agreement remain unchanged. The amendment was approved by IVC Industries' Board of Directors and is effective as of the date signed by both parties.

EX-4.3 3 file002.txt FIRST AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 4.3 FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") dated as of February 1, 2001, between IVC INDUSTRIES, INC., a Delaware corporation (the "Corporation"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Rights Agent"). Capitalized terms used but not defined in this Amendment shall have the respective meanings attributed to such terms in the Rights Agreement dated as of May 15, 2001 between the parties (the "Rights Agreement"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the parties acknowledge that the Rights Agreement is in full force and effect; and WHEREAS, the parties deem it necessary or desirable to amend the Rights Agreement as hereinafter provided. NOW, THEREFORE, the parties hereto agree as follows: 1. Section 1(k) of the Rights Agreement is hereby amended to add the following sentence to the end thereof: "Notwithstanding any provision herein in to the contrary, E. Joseph Edell is authorized to acquire up to 200,000 additional shares of Common Stock, and that the acquisition of such shares shall not result in E. Joseph Edell being deemed an Acquiring Person." 2. This Amendment was authorized by the Corporation's Board of Directors at a meeting held on April 3, 2001. 3. Except as specifically amended hereby, the Rights Agreement shall remain unaffected by this Amendment, and the remaining terms of the Rights Agreement are hereby reconfirmed. 4. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. IVC INDUSTRIES, INC. Attest: By: /s/ Vita S. Ricci By: /s/ E. Joseph Edell -------------------------- --------------------------------- Name: Vita S. Ricci Name: E. Joseph Edell Title: Executive Assistant Title: Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY Attest: By: /s/ Wilbert Myles By: /s/ Herbert J. Lemmer -------------------------- --------------------------------- Name: Wilbert Myles Name: Herbert J. Lemmer Title: Vice President Title: Vice President