FORM 8-A/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROGERS CORPORATION
______________________________________________________________________
(Exact name of registrant as specified in its charter)
Massachusetts 06-0513860
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(State of incorporation (IRS Employer Identification No.)
or organization)
P.O. Box 188, One Technology Drive, Rogers, Connecticut 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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to purchase capital stock, American Stock Exchange
$1.00 par value Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
______________________________________________________________________
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On February 25, 1997 the Board of Directors of Rogers
Corporation (the "Company") declared a dividend
distribution of one share purchase right (a "Right") for
each outstanding share of capital stock, $1.00 par value
(the "Common Shares"), of the Company. The distribution is
payable to the stockholders of record on March 31, 1997
(the "Record Date"). One Right will also be issued with
each Common Share that becomes outstanding between March
31, 1997 and the earlier of the Distribution Date (as such
term is defined below) or the redemption, exchange or
expiration of the Rights. Each Right entitles the
registered holder to purchase from the Company one Common
Share at a price of $120 per share (the "Purchase Price"),
subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement, as amended by
Amendment No.1 and Amendment No. 2 (the "Rights
Agreement"), between the Company and Fleet National Bank,
as Rights Agent and Registrar and Transfer Company as
successor Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
has obtained the right to acquire, beneficial ownership of
20% or more of the then outstanding Common Shares or (ii)
10 days following the commencement or announcement of an
intention by any person to make a tender offer or exchange
offer if, upon consummation thereof, such person would be
the beneficial owner of 20% or more of such outstanding
Common Shares, (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding
as of the Record Date, by such Common Share certificate
with a copy of a Summary of Rights attached thereto. An
Acquiring Person does not include (i) the Company, its
subsidiaries, any employee benefit or stock ownership plan
of the Company or any of its subsidiaries, or any entity
holding Common Shares for or pursuant to the terms of any
such plan or (ii) any person or group that becomes the
beneficial owner of 20% or more of the outstanding Common
Shares solely as the result of acquisition of Common Shares
by the Company, unless such person or group thereafter
acquires additional Common Shares.
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred only with
the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or
new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates
for Common Shares outstanding as of the Record Date, even
without such notification or a copy of a Summary of Rights
attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares being transferred.
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the
Common Shares as of the Close of Business on the
Distribution Date and such separate Right Certificates
alone will evidence the Rights.
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The Rights are not exercisable until the Distribution
Date. The Rights will expire on March 30, 2007 (the "Final
Expiration Date"), unless earlier redeemed or exchanged by
the Company as described below. In addition, the Board of
Directors of the Company may, at its option, at any time
prior to the Close of Business on the Final Expiration Date
and prior to such time as the Rights are no longer
redeemable by the Board, supplement or amend the Rights
Agreement, without approval of the holders of any Rights or
the Rights Agent, to extend or shorten the period during
which the Rights may be redeemed. No Rights may be
exercised during such time as they may be redeemed as
provided in the Rights Agreement.
The Purchase Price payable, and the number of Common
Shares 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 Shares, (ii) upon the grant
to all holders of the Common Shares of certain rights,
options or warrants to subscribe for or purchase Common
Shares or convertible securities at less than the then
current market price of the Common Shares or (iii) upon the
distribution to all holders of the Common Shares of
evidences of indebtedness, assets, cash (excluding the
first regular periodic cash dividend paid after the date of
the Rights Agreement and subsequent regular periodic cash
dividends at a rate not in excess of 200% of the rate of
the last regular periodic cash dividend paid theretofore),
stock (other than dividends payable in Common Shares) or of
subscription rights, options or warrants (other than those
referred to above).
In the event that after the Distribution Date the
Company should consolidate or merge with and into any other
person and the Company is not the surviving company, or, if
the Company should be the surviving company, all or part of
the Company's Common Shares are changed or exchanged for
securities of any other person or if 50% or more of its
consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price, that number of
shares of common stock of the acquiring company which at
the time of such transaction will have a market value of
two times the Purchase Price. In the event that any person
becomes an Acquiring Person or any Acquiring Person or any
affiliate or associate of any Acquiring Person enters into
a merger, combination or certain other defined transactions
with the Company, proper provision shall be made so that
each holder of a Right, other than Rights beneficially
owned by the Acquiring Person or any affiliate or associate
of an Acquiring Person (which will thereafter be null and
void), will thereafter have the right to receive upon the
exercise thereof at the then current Purchase Price, that
number of Common Shares which at such time will have a
market value of two times the Purchase Price.
At any time after a person or group becomes an
Acquiring Person and prior to the acquisition by such
person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group
which have become null and void), in whole or in part, at
an exchange ratio of one Common Share per Right (subject to
adjustment).
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With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require
an adjustment of at least 1% in such Purchase Price. No
fractional shares will be issued and in lieu thereof, an
adjustment in cash may be made based on the market price of
the Common Shares on the last trading date prior to the
date of exercise.
At any time prior to the earlier of (i) 10 days
following the date that a person or group of affiliated or
associated persons becomes an Acquiring Person (subject to
extension by the Board of Directors of the Company) or (ii)
the Final Expiration Date, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors of
the Company electing to redeem the Rights, the Company
shall make announcement thereof, and upon such election,
the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.
Prior to the Distribution Date, the terms of the
Rights Agreement may be amended by the Board of Directors
of the Company without the consent of the holders of the
Rights or holders of the Common Shares. From and after the
Distribution Date, the terms of the Rights Agreement may be
amended by the Company without the consent of the holders
of the Rights or holders of the Common Shares in any manner
which the Company may deem necessary or desirable so long
as such supplement or amendment does not adversely affect
the interest of Rights holders (other than the Acquiring
Person or any associate or affiliate), and provided that
such supplement or amendment may not lengthen the period
for redemption of the Rights if the Rights are not still
redeemable. In no case shall any amendment or supplement
at any time change the Redemption Price, Final Expiration
Date, Purchase Price or the number of Common Shares for
which a Right is then exercisable.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to
receive dividends.
A copy of the Rights Agreement is attached hereto as
an exhibit and is incorporated herein by reference. A copy
of Amendment No. 1, which amends Section 21 of the Rights
Agreement, is attached hereto as an exhibit and
incorporated herein by reference. Fleet National Bank
resigned as Rights Agent effective at midnight on July 6,
1997. A copy of Amendment No. 2, which amends those
portions of the Rights Agreement affected by the
appointment by the Company of Registrar and Transfer
Company as successor Rights Agent to Fleet National Bank
under the Rights Agreement, is attached hereto as an
exhibit and incorporated herein by reference. The
foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to
such exhibits.
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Item 2. Exhibits.
Listed below are all exhibits filed as part of this Amendment.
Exhibit No. Description
1 Rights Agreement which
includes the form of Right
Certificate (and forms of
assignment and election to
purchase relating thereto) as
Exhibit A and the Summary of
Rights to Purchase Common
Shares as Exhibit B
(Incorporated by reference to
Exhibit 1 to the Company's
Registration Statement on
Form 8-A (No. 001-04347)
filed on March 25, 1997)
2 Amendment No. 1, dated
June 19, 1997, to the Rights
Agreement
3 Amendment No. 2, dated
July 7, 1997, to the Rights
Agreement
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROGERS CORPORATION
Date: July 21, 1997 By /s/ Robert M.Soffer
Name: Robert M. Soffer
Title: Treasurer
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EXHIBIT INDEX
Exhibit No. Description
2 Amendment No. 1 to Rights Agreement
3 Amendment No. 2 to Rights Agreement
<PAGE>
EXHIBIT NO. 2
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
DATED AS OF FEBRUARY 25, 1997 BETWEEN
ROGERS CORPORATION AND FLEET NATIONAL BANK
Pursuant to Section 27 of the Rights Agreement dated
as of February 25, 1997 (the "Rights Agreement") between
Rogers Corporation and Fleet National Bank, as Rights
Agent, the parties hereby amend Section 21 of the Rights
Agreement to read in its entirety as follows:
"Section 21. Change of Rights Agent. The Rights
Agent or any successor Rights Agent may resign and be
discharged from its duties under this Agreement upon 10
days' notice in writing mailed by registered or certified
mail or delivered by hand or by recognized overnight
delivery service to the Company and to each transfer agent
of the Common Shares, and to the holders of the Right
Certificates by first-class mail; provided, however, that
if the Company or a successor Rights Agent mails notice to
the holders of the Right Certificates by first-class mail
of the appointment of a successor Rights Agent, then the
predecessor Rights Agent shall not be required to mail any
notice to the holders of the Right Certificates. The
Company may remove the Rights Agent or any successor Rights
Agent upon 10 days' notice in writing, mailed by registered
or certified mail or delivered by hand or by recognized
overnight delivery service to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer
agent of the Common Shares, and to the holders of the Right
Certificates by first-class mail. If the Rights Agent
shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving
notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning
or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his or her
Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a
new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of
the United States or any State of the United States, in
good standing, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is
subject to supervision or examination by federal or state
authority. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment the
Company shall file notice thereof in writing with the
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predecessor Rights Agent and each transfer agent of the
Common Shares, and mail a notice thereof in writing by
first-class mail to the registered holders of the Right
Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be."
IN WITNESS WHEREOF, the parties have executed this
Amendment No. 1 as of June 19, 1997.
ROGERS CORPORATION
By: /s/ Robert M. Soffer
Name: Robert M. Soffer
Title: Treasurer
FLEET NATIONAL BANK
By: /s/ Rosemarie Pavao
Name: Rosemarie Pavao
Title: Vice President
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EXHIBIT NO. 3
APPOINTMENT OF SUCCESSOR RIGHTS AGENT
AND
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
WHEREAS, as of February 25, 1997, Rogers Corporation
(the "Company") and Fleet National Bank (the "Bank")
entered into a certain Rights Agreement (as amended, the
"Agreement") providing, subject to the terms and conditions
therein, for the Bank to be Rights Agent, as defined in the
Agreement;
WHEREAS, as of June 19, 1997, the parties entered into
Amendment No. 1 to the Agreement;
WHEREAS, in accordance with the Agreement, on June 19,
1997, the Bank notified the Company that it resigns as
Rights Agent effective as of midnight on July 6, 1997;
WHEREAS, in accordance with the Agreement, the Company
hereby appoints Registrar and Transfer Company as successor
Rights Agent effective July 7, 1997;
NOW THEREFORE, in consideration of the mutual
covenants and agreements contained herein, and intending to
be legally bound hereby, the parties agree as follows.
Unless otherwise defined herein, capitalized terms used
herein which are defined in the Agreement shall have the
same meanings herein as in the Agreement.
1. Paragraph one of the Agreement is hereby amended to
read in its entirety as follows:
"This Agreement, dated as of February 25, 1997, as
amended June 19, 1997 and July 7, 1997 (the
"Agreement"), between Rogers Corporation, a
Massachusetts corporation (the "Company"), and
Registrar and Transfer Company, a New Jersey
corporation (the "Rights Agent")."
2. Section 3(c) of the Agreement is hereby amended to
read in its entirety as follows:
"(c) Rights shall be issued in respect of all Common
Shares which are issued after the Record Date but
prior to the earlier of the Distribution Date, an
Expiration Date or the Final Expiration Date.
Certificates for Common Shares issued after the Record
Date but prior to the earlier of the Distribution Date
or an Expiration Date or the Final Expiration Date (as
such terms are defined in Section 7 hereof) shall have
impressed on, printed on, written on or otherwise
affixed to them substantially the following legend:
This certificate also evidences and entitles the
holder hereof to certain Rights as set forth in a
Rights Agreement between Rogers Corporation and
Registrar and Transfer Company, dated as of
February 25, 1997, as amended June 19, 1997 and
July 7, 1997 (the "Rights Agreement"), the terms
of which are hereby incorporated herein by
reference and a copy of which is on file at the
principal executive offices of Rogers
Corporation. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will
be evidenced by separate
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certificates and will no longer be evidenced by
this certificate. Rogers Corporation will mail to
the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written
request therefor. Under certain circumstances, Rights
owned by an Acquiring Person or any Affiliate or
Associate of an Acquiring Person (as such terms
are defined in the Rights Agreement) may become
null and void.
With respect to such certificates containing the
foregoing legend, until the Distribution Date, the
Rights associated with the Common Shares represented
by such certificates shall be evidenced by such
certificates alone, and the surrender for transfer of
any such certificate shall also constitute the
transfer of the Rights associated with the Common
Shares represented thereby."
3. Section 26 of the Agreement is hereby amended to read
in its entirety as follows:
"Section 26. Notices. Notices or demands authorized
by this Agreement to be given or made by the Rights
Agent or by the holder of any Right Certificate to or
on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, or
delivered by hand or by recognized overnight delivery
service, delivery charges prepaid, addressed (until
another address is filed in writing with the Rights
Agent) as follows:
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, CT 06263-0188
Attention: Treasurer
Subject to the provisions of Section 21 hereof, any
notice or demand authorized by this Agreement to be
given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class
mail, postage prepaid, or delivered by hand or by
recognized overnight delivery service, delivery
charges prepaid, addressed (until another address is
filed in writing with the Company) as follows:
Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016-3572
Attention: Senior Operations Officer
Notices or demands authorized by this Agreement to be
given or made by the Company or the Rights Agent to
the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class
mail, postage prepaid, addressed to such holder at the
address of such holder as shown on the registry books
of the Rights Agent."
4. Paragraph one and the final paragraph of Exhibit A to
the Agreement are hereby amended to read in their
entirety, respectively, as follows:
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"This certifies that , or
registered assigns, is the registered owner of
the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement
dated as of February 25, 1997, as amended June 19,
1997 and July 7, 1997 (the "Rights Agreement"),
between Rogers Corporation, a Massachusetts
corporation (the "Company"), and Registrar and
Transfer Company (the "Rights Agent"), to purchase
from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M. Eastern time on March 30, 2007,
at the office of the Rights Agent, or its successors
as Rights Agent, designated for such purpose, one
fully paid, nonassessable share of the Capital Stock
(the "Common Shares") of the Company, at a purchase
price of $120 per share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate
with the Form of Election to Purchase and related
Certificate duly executed. The number of Rights
evidenced by this Right Certificate (and the number of
shares which may be purchased upon exercise thereof)
and the Purchase Price set forth above, are the number
and the Purchase Price as of March 31, 1997, based on
the Common Shares as constituted at such date."
"WITNESS the facsimile signature of the proper
officers of the Company and its corporate seal. Dated
as of ________________.
ATTEST: ROGERS CORPORATION
________________________ By
Name: Name:
Title: Title:
Countersigned:
REGISTRAR AND TRANSFER COMPANY
By __________________________________
Authorized Signature"
5. Paragraph one of Exhibit B to the Agreement is hereby
amended to read in its entirety as follows:
"On February 25, 1997 the Board of Directors of
Rogers Corporation (the "Company") declared a dividend
distribution of one share purchase right (a "Right")
for each outstanding share of capital stock, $1.00 par
value (the "Common Shares"), of the Company. The
distribution is payable to the stockholders of record
on March 31, 1997 (the "Record Date"). One Right will
also be issued with each Common Share that becomes
outstanding between March 31, 1997 and the earlier of
the Distribution Date (as such term is defined below)
or the redemption, exchange or expiration of the
Rights. Each Right entitles the registered holder to
purchase from the Company one Common Share at a price
of $120 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Registrar and
Transfer Company, as Rights Agent (the "Rights
Agent")."
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6. Any and all other references to "Fleet National Bank"
contained in the Agreement or any Exhibits thereto are
hereby deemed references to and amended to read
"Registrar and Transfer Company."
7. In all other respects, the Agreement is ratified and
affirmed.
8. This Amendment No. 2 shall take effect on July 7, 1997.
9. If any term or provision of this Amendment No. 2 is
held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the
remainder of the terms or provisions of this Amendment
No. 2 shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
10. This Amendment No. 2 shall be deemed to be a contract
made under the internal substantive laws of the
Commonwealth of Massachusetts and for all purposes
shall be governed by and construed in accordance with
the internal substantive laws of such State applicable
to contracts to be made and performed entirely within
such State.
11. This Amendment No. 2 may be executed in any number of
counterparts and each such counterpart shall for all
purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties have caused this
Amendment No. 2 to be executed by their duly authorized
officers as of July 7, 1997.
ROGERS CORPORATION
By: /s/ Robert M. Soffer
Name: Robert M. Soffer
Title: Treasurer
FLEET NATIONAL BANK
By: /s/ Rosemarie Pavao
Name: Rosemarie Pavao
Title: Vice President
REGISTRAR AND TRANSFER COMPANY hereby accepts its
appointment by the Company as Rights Agent under the
Agreement and agrees to this Amendment No. 2 as heretofore
set forth.
REGISTRAR AND TRANSFER COMPANY
By: /s/ William P. Tatler
Name: William P. Tatler
Title: Vice President
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