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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): June 21, 1999
ROHM AND HAAS COMPANY
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(Exact name of registrant specified in Charter)
Delaware 001-03507 23-1028370
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 Independence Mall West, Philadelphia, Pennsylvania 19106-2399
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(Address of principal executive offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: 215/592-3000
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ITEM 5. OTHER EVENTS.
On June 21, 1999 and on August 20, 1999, Rohm and Haas Company amended
and restated its certificate of incorporation. This discussion updates the
description of capital stock contained in our previous public filings.
The following description of our capital stock is only a summary. As a
summary, it is not complete and is subject to the detailed provisions of, and is
qualified in its entirety by reference to, our amended and restated certificate
of incorporation, our amended and restated bylaws and the applicable provisions
of Delaware General Corporation Law.
We currently have 425,000,000 shares of authorized capital stock,
consisting of 400,000,000 shares of common stock and 25,000,000 shares of
preferred stock, par value $1.00 per share. As of December 31, 1999, there were
218,985,389 shares of our common stock issued and outstanding and 5,419,195
shares reserved for issuance upon exercise of outstanding stock options.
Common Stock
The holders of our common stock are entitled to one vote for each share
of common stock held in the election of directors and other matters. Subject to
the rights of holders of preferred stock, holders of our common stock may
receive dividends as and when declared by our board of directors out of funds
legally available for this purpose. Arrangements with several of our creditors
contain restrictions that may limit our ability to pay dividends. Subject to the
rights of creditors and holders of preferred stock, holders of our common stock
are entitled to share ratably in a distribution of assets upon our liquidation,
dissolution or winding up. Holders of our common stock have no cumulative voting
rights or preemptive rights to subscribe for additional shares of capital stock,
and there are no conversion rights or redemption rights or sinking fund
provisions with respect to the common stock.
The transfer agent and registrar for our common stock is Equi-Serve.
Preferred Stock
Our amended and restated certificate of incorporation confers upon our
board of directors the authority to divide the shares of preferred stock into
one or more series, to issue from time to time in whole or in part shares of
preferred stock, and to fix and determine, except as otherwise expressly limited
by the Delaware General Corporation Law, the voting powers, full or limited, or
no voting powers, and designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions as may be desired, to the fullest extent permitted by the Delaware
General Corporation Law. The power of our board of directors to issue preferred
shares and to fix the rights and preferences is not subject to stockholder
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approval. The existence of authorized but unissued preferred stock may enable
our board of directors to render more difficult or to discourage an attempt to
obtain control of the company by means of a merger, tender offer, proxy contest
or otherwise. For example, if in the due exercise of its fiduciary obligations,
the board of directors were to determine that a takeover proposal is not in the
company's best interests, the board of directors could cause shares of preferred
stock to be issued without stockholder approval in one or more private offerings
or other transactions that might dilute the voting or other rights of the
proposed acquiror or insurgent stockholder or stockholder group. As of August
1999, we had redeemed all 2,646,061 shares of our outstanding cumulative
convertible preferred stock. We currently have no shares of preferred stock
outstanding. On August 20, 1999, we filed an amended and restated certificate of
incorporation which eliminated the certificate of designations relating to the
cumulative convertible preferred stock.
Stockholder Action
On June 21, 1999, our stockholders approved the addition of Article XI
to our certificate of incorporation, which requires that stockholders take
action only at an annual or special meeting of stockholders.
Delaware law permits such a provision in a corporation's certificate of
incorporation to override the general rule, which allows any action required or
permitted to be taken by stockholders to be taken without a meeting, without
prior notice and without stockholder vote, if a written consent setting forth
the action to be taken is signed by stockholders having the number of votes
necessary to authorize this type of action at a meeting of stockholders. All of
the stockholders of our company who are entitled to vote on the particular
matter must now receive notice of and the opportunity to participate in any
proposed stockholder action. This notice enables stockholders to take action,
including judicial action, to protect their interests.
The requirement that our stockholders take action only at an annual or
special meeting precludes any stockholder action by consent, which may make more
difficult, or delay, actions by a person or group seeking to acquire a
substantial percentage of our common stock, to replace directors on our board of
directors or to take other action to influence or control our management or
policies, even though the holders of a majority of the outstanding shares of our
common stock might desire those actions. We are not aware of any such efforts to
obtain control of the company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
3.01 Certificate of Incorporation, as amended and restated on June
21, 1999, included as Exhibit 3(i) to the company's Form 10-Q
for the interim period ended June 30, 1999 (File No.
001-03507), is hereby incorporated herein by reference.
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3.02 Restated Certificate of Incorporation, included as Exhibit
3(i) to the company's Form 10-Q for the interim period ended
September 30, 1999 (File No. 001-03507), is hereby
incorporated herein by reference.
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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.
ROHM AND HAAS COMPANY
Dated: January 19, 2000 By: /s/ Robert A. Lonergan
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Robert A. Lonergan
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
3.01 Certificate of Incorporation, as amended and restated on June
21, 1999, included as Exhibit 3(i) to the company's Form 10-Q
for the interim period ended June 30, 1999 (File No.
001-03507), is hereby incorporated herein by reference.
3.02 Restated Certificate of Incorporation, included as Exhibit
3(i) to the company's Form 10-Q for the interim period ended
September 30, 1999 (File No. 001-03507), is hereby
incorporated herein by reference.
