UNITED STATES
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)
February 22, 2007
ROGERS CORPORATION
-----------------------------
(Exact Name of Registrant as Specified in Charter)
Massachusetts 1-4347 06-0513860
------------- ------ ----------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Technology Drive, P.O. Box 188, Rogers, CT 06263-0188
------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 774-9605
Former name or address, if changed from last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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 will replace the Company's existing shareholder rights plan,
which expires 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. 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.
Pursuant and subject to the terms of the Rights Agreement, the Board of
Directors has 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.
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").
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.
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.
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%.
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.
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.
Item 3.03 Material Modification to Rights of Security Holders.
The information included in Item 1.01 is incorporated by reference into
this item. The Rights Agreement, specifying the terms of the Rights, is attached
hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
4.1 Shareholder Rights Agreement, dated
as of February 22, 2007, between
Rogers Corporation and Registrar and
Transfer Company, as Rights Agent*
-----------------------
* Filed herewith
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 thereunto duly authorized.
ROGERS CORPORATION
Date: February 23, 2007 By: /s/ Robert M. Soffer
---------------------------------------
Robert M. Soffer
Vice President, Treasurer and Secretary
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
4.1 Shareholder Rights Agreement, dated as of February
22, 2007, between Rogers Corporation and Registrar
and Transfer Company, as Rights Agent*
-----------------------------------------
* Filed herewith