SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2000
Rogers Corporation
(Exact name of registrant as specified in its charter)
Massachusetts 1-4347 06-0513860
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P. O. Box 188, One Technology Drive, Rogers, Connecticut 06263-0188
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 774-9605
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Item 5. Other Events.
The Board of Directors of Rogers Corporation (the "Company")
has authorized Amendment Number 3 dated as of April 10, 2000 (the
"Amendment") to the Rights Agreement dated as of February 25,
1997 and as amended as of June 19, 1997 and as of July 7, 1997
between the Company and Registrar and Transfer Company, as Rights
Agent (the "Rights Agreement"). The Company has adopted the
Amendment to modify several technical aspects of the Rights
Agreement with respect to adjustments of the Rights and the
Purchase Price (as defined in the Rights Agreement) in the event
of a recapitalization of the Company. The Amendment was adopted
in the normal course of updating the original Agreement and not
in response to any acquisition proposal.
A copy of the Amendment is attached hereto as Exhibit 4.1
and is incorporated by reference herein. The foregoing
discussion does not purport to be complete and is qualified in
its entirety by reference to such Exhibit 4.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number
4.1 Amendment Number 3 dated as of April 10, 2000 to
the Rights Agreement dated as of February 25, 1997 and as amended
as of June 19, 1997 and as of July 7, 1997 between Rogers
Corporation and Registrar and Transfer Company, as Rights Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.
Rogers Corporation
Registrant
DATED: May 16, 2000 By: /s/ Robert M. Soffer
Robert M. Soffer
Vice President and Treasurer
Exhibit 4.1
AMENDMENT NUMBER 3 TO RIGHTS AGREEMENT
This Amendment Number 3 to Rights Agreement (the
"Amendment"), dated as of April 10, 2000 is entered into by
and between Rogers Corporation, a Massachusetts corporation
(the "Company"), and Registrar and Transfer Company, as
Rights Agent (the "Rights Agent").
BACKGROUND
The Company and the Rights Agent are parties to a
Rights Agreement dated as of February 25, 1997 and as
amended as of June 19, 1997 and as of July 7, 1997 (the
"Agreement"). The Board of Directors of the Company has
authorized an amendment to the Agreement pursuant to Section
27 of the Agreement to clarify certain inconsistent
provisions of the Agreement and the Company has delivered a
certificate to the Rights Agent stating that the amendment
set forth herein has been adopted in compliance with the
applicable provisions of such section.
AMENDMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. Amendment.
(a) Section 11(a)(i) of the Agreement is amended to read in
its entirety as follows:
In the event the Company shall at any time after the
date of this Agreement (A) declare a dividend on the
Common Shares payable in Common Shares, (B)
subdivide the outstanding Common Shares, (C) combine
the outstanding Common Shares into a smaller number
of shares or (D) issue any shares of its capital
stock in a reclassification of the Common Shares
(including any such reclassification in connection
with a consolidation or merger in which the Company
is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a) and
Section 7(e) hereof, the Purchase Price in effect at
the time of the record date for such dividend or of
the effective date of such subdivision, combination
or reclassification, and the number and kind of
shares of capital stock issuable on such date, shall
be proportionately adjusted so that if a holder of
Rights after such time were to exercise that number
of Rights (or fraction thereof) which would result
in the aggregate amount of the Purchase Price
payable upon such exercise (at the Purchase Price
then in effect) being equal to the amount of the
Purchase Price payable prior to such time upon
exercise of a Right, he or she would be entitled to
receive the aggregate number and kind of shares of
capital stock which, if a Right had been exercised
immediately prior to such time and at a time when
the Common Shares transfer books of the Company were
open, he or she
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would have owned upon such exercise
and been entitled to receive by virtue of such
dividend, subdivision, combination or
reclassification. If an event occurs which would
require an adjustment under both Section 11(a)(i)
and Section 11(a)(ii) or Section 13, the adjustment
provided for in this Section 11(a)(i) shall be in
addition to, and shall be made prior to, any
adjustment pursuant to Section 11(a)(ii) or Section 13.
(b) Section 11(n) of the Agreement is hereby deleted in its
entirety.
2. Agreement Remains in Full Force and Effect.
Except as modified by this Amendment, the Agreement
remains in full force and effect without amendment or
modification of any kind.
3. Governing Law.
This Amendment, like the Agreement, 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.
4.Counterparts.
This Amendment may be executed in any number of
counterparts and each of such counterparts 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 hereto have caused this
Amendment to be duly executed and attested, all as of the
day and year first above written.
ROGERS CORPORATION
By: /s/ Robert M. Soffer
Name: Robert M. Soffer
Title: Treasurer
ATTEST:
By: /s/ Frank H. Roland
Name: Frank H. Roland
Title: Secretary of Rogers Corporation
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REGISTRAR AND TRANSFER COMPANY,
as Rights Agent
By: /s/ William P. Tatler
Name: William P. Tatler
Title: Vice President
ATTEST:
By: /s/ William J. Saeger
Name: William J. Saeger
Title: Vice President
