<PAGE> 1
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rogers Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 06-0513860
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Technology Drive, P.O. Box 188, Rogers, CT 06263-0188
- --------------------------------------------------------------------------------
(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 registered each class is to be registered
Capital Stock Purchase Rights with New York Stock Exchange
respect to Capital Stock, $1.00
- ------------------------------------- ---------------------------------------
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:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 25, 1997, pursuant to the 1997 Shareholder Rights Plan, the
Board of Directors declared a dividend distribution of one capital stock
purchase right (a "Right") for each outstanding share of capital stock, $1.00
par value, (the "Common Stock") held of record on 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 Rogers Corporation (the "Company") one share
of Common Stock at a price of $120 per share (the "Purchase Price"), subject to
adjustment.
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 shares of Common Stock 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 shares
of Common Stock, (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Stock
share certificates outstanding as of the Rights Plan Record Date, by such Common
Stock share certificate with a copy of a summary of Rights attached thereto.
Until the Distribution Date, the Rights will be transferred only with
shares of Common Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock share certificates issued after the
Rights Plan Record Date upon transfer or new issuance of shares of Common Stock
will contain a notation incorporating the Rights Agreement by reference. As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of shares
of Common Stock on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights.
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 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 shares of the Common Stock 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 the market value of
two times the Purchase Price. In the event that any person becomes an Acquiring
Person or 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
<PAGE> 3
Purchase Price, that number of shares of Common Stock 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
shares of Common Stock, 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 share of Common
Stock per Right (subject to adjustment).
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 $0.01 per Right, as adjusted
from time to time for recapitalizations relating to the Company's Common Stock
(the "Redemption Price").
<PAGE> 4
ITEM 2. EXHIBITS
4a 1997 Shareholder Rights Plan (incorporated by reference to Form 8-A
dated March 24, 1997) and the June 19, 1997 and July 7, 1997
amendments (incorporated by reference to Form 8-A/A dated July 21,
1997).
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.
Registrant:
Rogers Corporation
Dated: 03/30/2000 By: /s/ Robert M. Soffer
---------- ----------------------------
Robert M. Soffer, Treasurer
<PAGE> 5
EXHIBIT INDEX
-------------
4a 1997 Shareholder Rights Plan (incorporated by reference to Form 8-A
dated March 24, 1997) and the June 19, 1997 and July 7, 1997
amendments (incorporated by reference to Form 8-A/A dated July 21,
1997).
