exv4w2



 






Exhibit 4.2




CERTIFICATE OF ADJUSTMENT




     Pursuant to the requirements of Section 12 of the Rights Agreement, dated as of June 15, 1998,
between Hyperion Solutions Corporation, a Delaware corporation (the “Company”), and
EquiServe Trust Company, N.A. (f.k.a. BankBoston, N.A.), as Rights Agent, (the “Rights
Agreement”), this Certificate is being delivered to EquiServe Trust Company, N.A., as Rights
Agent under the Rights Agreement, and as transfer agent for the Common Stock (as defined below).



     Statement of Facts 



     On November 21, 2005, the Company announced that its Board of Directors declared a
three-for-two stock split (the “Stock Split”) to be effected by a stock dividend issuance
of one share for every two shares already issued and outstanding to be distributed on December 19,
2005 (the “Split Date”) to stockholders of record of the Company’s common stock, $0.001 par
value per share (“Common Stock”), as of the close of business on December 1, 2005.



     Adjustment Pursuant to the Rights Plan 



     In accordance with the Rights Agreement, each share of Common Stock is currently accompanied
by one preferred stock purchase right (a “Right”). Each Right, after it becomes
exercisable and until such time as it expires or is redeemed, entitles the holder to purchase from
the Company 1/1000 of a share of the Company’s Series A Junior Participating Preferred Stock
(“Preferred Stock”) at an exercise price of $250 per Right, before giving effect to the
Stock Split.



     As a result of the Stock Split, the following adjustments will be effected as of the Split
Date:



     (i) Pursuant to Section 11(n) of the Rights Agreement,



          (a) each Right, after it becomes exercisable and until such time as it expires or is redeemed,
will, subject to the terms and conditions of the Rights Agreement, entitle the holder to purchase
from the Company 2/3000 of a share of Preferred Stock at an exercise price of $250.00
for each 1/1000th of an interest in the Preferred Stock; and



          (b) the number of outstanding Rights will be increased by 50%, such that each share of Common
Stock outstanding immediately after the Stock Split shall have issued with respect to it one Right.



 









 






     (ii) Pursuant to Section 23(a) of the Rights Agreement, the outstanding Rights will be
redeemable at a redemption price of $0.0067 per Right.



     (iv) Pursuant to the Certificate of Designations setting forth the rights, preferences and
limitations of the Preferred Stock, as a result of the Stock Split, each share of Preferred Stock
will be entitled to quarterly dividends, when, as and if declared by the Company’s board of
directors, in an amount equal to 1500 times the dividends and distributions (other than dividends
payable in Common Shares). Each share of Preferred Stock will have 1500 votes, voting together
with the Common Stock. If the Company enters into any consolidation, merger, combination or other
transaction in which shares of Common Stock are exchanged into other stock or securities, cash
and/or other property, then each share of Preferred Stock will be similarly exchanged into an
amount per share equal to 1500 times the aggregate amount of consideration for which each share of
Common Stock is exchanged. In the event of liquidation, the holders of shares of Preferred Stock
will be entitled to receive an aggregate amount per share equal to 1500 times the aggregate amount
to be distributed per share to holders of shares of Common Stock plus an amount equal to any
accrued and unpaid dividends.



     IN WITNESS WHEREOF, the undersigned
 has executed this Certificate on this 19th, day of
December, 2005.



	 	 	 	 	 
	 	HYPERION SOLUTIONS CORPORATION

 	 
	 	By:  	/s/
Lonnie Goldman	 
	 	 	Name:  	Lonnie Goldman 	 
	 	 	Title:  	Assistant General Counsel