UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROGERS CORPORATION
(Exact name of registrant as specified in charter)
Massachusetts 06-0513860
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(State or other jurisdiction (IRS employer
of incorporation) identification no.)
One Technology Drive, P.O. Box 188, Rogers, CT 06263-0188
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(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each
to be so registered class is to be registered
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Common Stock The New York Stock Exchange
Purchase Rights
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form relates:
Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
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On February 15, 2007 the Board of Directors of Rogers Corporation (the
"Company") adopted a new shareholder rights plan, as set forth in the
Shareholder Rights Agreement, dated February 22, 2007, between the Company and
Registrar and Transfer Company, as Rights Agent (the "Rights Agreement").
Registrar and Transfer Company also serves as the Company's transfer agent. The
Rights Agreement has replaced the Company's previous shareholder rights plan,
which expired on March 30, 2007. The following description of the terms of the
Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is attached hereto as
Exhibit 4.1 and is incorporated herein by reference.
Rights Dividend
Pursuant and subject to the terms of the Rights Agreement, the Board of
Directors declared a dividend distribution of one Common Stock Purchase Right (a
"Right") for each outstanding share of Common Stock, par value $1.00 per share,
of the Company (the "Common Stock") to shareholders of record as of the close of
business on March 30, 2007 (the "Record Date"). In addition, one Right will
automatically attach to each share of Common Stock issued between the Record
Date and the Distribution Date (as hereinafter defined). Each Right will entitle
the registered holder thereof to purchase from the Company one share of Common
Stock at a cash exercise price of $240.00 per share (the "Exercise Price"),
subject to adjustment, under certain conditions specified in the Rights
Agreement and summarized below.
Distribution Date
Initially, the Rights will not be exercisable and will be attached to
and trade with all shares of Common Stock outstanding as of, and issued
subsequent to, the Record Date. The Rights will separate from the Common Stock
and will become exercisable upon the earlier of (i) the close of business on the
tenth (10th) calendar day following the first public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired beneficial ownership of 20% or more of the outstanding shares of Common
Stock, other than as a result of repurchases of stock by the Company or certain
inadvertent actions by a shareholder (the date of said announcement being
referred to as the "Stock Acquisition Date"), or (ii) the close of business on
the tenth (10th) business day (or such later day as the Board of Directors may
determine) following the commencement of a tender offer or exchange offer that
could result upon its consummation in a person or group becoming the beneficial
owner of 20% or more of the outstanding shares of Common Stock (the earlier of
such dates being herein referred to as the "Distribution Date").
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any certificates for Common Stock will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
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As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Right Certificates alone
will represent the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
Subscription and Merger Rights
In the event that a Stock Acquisition Date occurs, proper provision
will be made so that each holder of a Right (other than an Acquiring Person or
its associates or affiliates, whose Rights shall become null and void) will
thereafter have the right to receive upon exercise that number of shares of
Common Stock of the Company (or, in certain circumstances, including if there
are insufficient shares of Common Stock to permit the exercise in full of the
Rights, other securities, cash or property, or any combination of the foregoing)
having a market value of two times the Exercise Price of the Right (such right
being referred to as the "Subscription Right"). In the event that, at any time
following the Stock Acquisition Date, (i) the Company consolidates with, or
merges with and into, any other person, and the Company is not the continuing or
surviving corporation, (ii) any person consolidates with the Company, or merges
with and into the Company and the Company is the continuing or surviving
corporation of such merger and, in connection with such merger, all or part of
the shares of Common Stock are changed into or exchanged for stock or other
securities of any other person or cash or any other property, or (iii) 50% or
more of the Company's assets or earning power is sold, mortgaged or otherwise
transferred, each holder of a Right (other than an Acquiring Person or its
associates or affiliates, whose Rights shall become null and void) will
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a market value equal to two times the Exercise Price of
the Right (such right being referred to as the "Merger Right"). The holder of a
Right will continue to have the Merger Right whether or not such holder has
exercised the Subscription Right. Rights that are or were beneficially owned by
an Acquiring Person may (under certain circumstances specified in the Rights
Agreement) become null and void.
Until a Right is exercised, the holder will have no rights as a
shareholder of the Company (beyond those as an existing shareholder), including
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for shares of Common Stock, other securities of the
Company, other property of the Company or for common stock of an acquiring
company.
Exchange Feature
At any time after a person becomes an Acquiring Person, the Board of
Directors may, at its option, exchange all or any part of the then outstanding
and exercisable Rights for shares of Common Stock at an exchange ratio specified
in the Rights Agreement, without payment of the Exercise Price. Notwithstanding
the foregoing, the Board of Directors generally will not be empowered to effect
such exchange at any time after any person becomes the beneficial owner of 50%
or more of the Common Stock of the Company.
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Adjustments
The Exercise Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. The Company is not obligated to issue fractional shares of Common Stock.
If the Company elects not to issue fractional shares of Common Stock, in lieu
thereof an adjustment in cash will be made based on the fair market value of the
Common Stock on the last trading date prior to the date of exercise.
Redemption
The Rights may be redeemed in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors) by the Board of Directors only until the
earlier of (i) the time at which any person becomes an Acquiring Person, or (ii)
the expiration date of the Rights Agreement. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and thereafter the only right of the holders of Rights will be to receive the
redemption price.
Amendment
The Rights Agreement may be amended by the Board of Directors in its
sole discretion until the time at which any person becomes an Acquiring Person.
After such time the Board of Directors may, subject to certain limitations set
forth in the Rights Agreement, amend the Rights Agreement only to cure any
ambiguity, defect or inconsistency, to shorten or lengthen any time period, or
to make changes that do not adversely affect the interests of Rights holders
(excluding the interests of an Acquiring Person or its associates or
affiliates). In addition, the Board of Directors may at any time prior to the
time at which any person becomes an Acquiring Person, amend the Rights Agreement
to lower the threshold at which a person becomes an Acquiring Person to not less
than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Stock then owned by any person and (ii) 10%.
The Rights Agreement contains a three-year independent director
evaluation (TIDE) provision, which requires that a committee of independent
directors of Rogers consider at least once every three years whether maintaining
the rights plan continues to be in the best interests of shareholders.
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Expiration Date
The Rights will not be exercisable until the Distribution Date and will
expire at the close of business on March 30, 2017 (the "Expiration Date"),
unless previously redeemed or exchanged by the Company as described below.
Miscellaneous
The form of Right Certificate is attached as Exhibit A to the Rights
Agreement (which is included as an exhibit to the Form 8-K filed by the Company
with the Securities and Exchange Commission on February 23, 2007).
Item 2 - Exhibits.
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4.1 Shareholder Rights Agreement, dated as of February 22, 2007, between Rogers
Corporation and Registrar and Transfer Company, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ROGERS CORPORATION
Date: April 2, 2007 By: /s/ Robert M. Soffer
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Name: Robert M. Soffer
Title: Vice President, Treasurer and
Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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4.1 Shareholder Rights Agreement, dated as of February 22, 2007,
between Rogers Corporation and Registrar and Transfer
Company, as Rights Agent (incorporated by reference to
Exhibit 4.1 of the Registrant's Form 8-K filed with the
Securities and Exchange Commission on February 23, 2007).
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