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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
August 26, 2004
ROGERS CORPORATION
(Exact name of Registrant as specified in Charter)
Massachusetts 1-4347 06-0513860
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
One Technology Drive, P.O. Box 188, Rogers, Connecticut 06263-0188
(Address of Principal Executive Offices and Zip Code)
(860) 774-9605
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
|_| 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 204.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Changes in the Company's Bylaws: On August 26, 2004, the Board of Directors
of Rogers Corporation (the "Company") amended and restated the Company's bylaws.
The amendments primarily are designed to address the provisions of the new
Massachusetts Business Corporation Act (the "MBCA"), which became effective on
July 1, 2004. Previously, the Company was subject to the provisions of the
Massachusetts Business Corporation Law (the "MBCL"). This report contains a
summary of the revisions made to the bylaws. The descriptions of provisions of
the amended bylaws are qualified in their entirety by reference to the amended
bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form
8-K.
Many of the amendments were made to conform the language of the amended
bylaws to that used in the MBCA. Bylaw provisions frequently replicate statutory
provisions; accordingly, in many cases, the bylaws were modified to reflect
language differences between the MBCA and the MBCL. For some provisions the
amended bylaws have not been revised to conform with the language used in the
MBCA; instead, language contained in the superseded bylaws has been deleted
because repeating the statutory provisions was not deemed useful. Finally, some
changes reflect logistical matters covered by the MBCA, such as the use of
electronic transmission.
Changes include the following:
Meetings of Shareholders
The MBCL required that an annual meeting be held within 6 months of the
fiscal year end, and the superseded bylaws reflected that requirement. Because a
comparable provision is not contained in the MBCA, the applicable language has
been removed from the amended bylaws.
The MBCA revised the requirements regarding a corporation's obligation to
notify its shareholders of an upcoming annual or special meeting. The MBCL
required that notice be delivered to shareholders at least 7 days prior to the
date of the meeting. The MBCA requires that notice be given no fewer than 7 days
nor more than 60 days prior to the date of the meeting. The amended bylaws
conform with the timing provisions of the MBCA.
The bylaws have been revised to provide that in the case of any special
meeting called upon the written demands of shareholders, such meeting shall be
scheduled not less than 60 days nor more than 90 days after the date on which
the Secretary has received sufficient demands to require that such meeting be
called and notice of such meeting shall be given within 30 days after receipt of
such demands.
The bylaws have been revised to provide that whenever notice of a meeting
is required to be given to a shareholder under applicable law, the articles of
organization or the bylaws, such notice can be waived by certain actions of a
shareholder.
The bylaws have also been amended to explicitly provide that, in addition
to traditional delivery methods, notice of an annual or special shareholders
meeting may be delivered to a shareholder in the future (if permitted by the
Company) by electronic transmission in a manner specified to the Company by the
shareholder.
The MBCA provides that, absent a contrary provision in the articles of
organization, the purposes of a shareholder meeting must be included in the
notice to shareholders of the meeting. The bylaws have been revised to provide
that any shareholder that wants to present business at a shareholders meeting
must follow specific procedures, including compliance with the applicable
requirements of the Securities Exchange Act of 1934, as amended, as a condition
to such business constituting valid business at a shareholders meeting.
The MBCA uses the concept of "voting groups." A voting group consists of
all shares of one or more classes or series of capital stock that are entitled
to vote and to be counted together collectively on a matter at a meeting of
shareholders. The amended bylaws incorporate the concept of voting groups in the
provisions dealing with establishing quorums and determining whether matters
presented to the shareholders have been approved. With respect to each voting
group, when a quorum is present, a director is elected by a plurality of votes
properly cast for election of that director, while all other matters are
considered approved when votes properly cast in favor of the matter exceed the
votes properly cast in opposition to the matter, in each case, except when a
different vote is required by law, the articles of organization, or the bylaws,
or when the board of directors requires a larger aggregate number of affirmative
votes.
The bylaws have been amended to provide that, unless otherwise provided in
the articles of organization and subject to the guidelines and procedures
adopted by the board of directors, shareholders and proxyholders may participate
in shareholders meetings by means of remote communications if such remote
communications are used by the Company in the future.
Directors and Officers
Under the MBCL, Massachusetts corporations were required to have a clerk.
The MBCA requires Massachusetts corporations to have a secretary. The amendments
to the bylaws replace references to the clerk with references to the secretary.
The superseded bylaws provided that vacancies on the board of directors
(other than a vacancy resulting from the enlargement of the board of directors)
would be filled by the shareholders, or in the absence of shareholder action, by
the directors. The bylaws have been amended to provide that any vacancy, however
occurring, will be filled by a majority of directors then in office, not by the
shareholders.
The provisions regarding quorums and action at meetings have been revised
to include cross-references to the MBCA.
Certain requirements regarding the qualifications necessary to be an
officer of the Company have been deleted in the amended bylaws.
A provision has been added to the amended bylaws that provides that the
Company may enter into employment contracts authorized by the board of directors
extending beyond the terms of office of the directors.
The indemnification provisions of the MBCL were permissive and left most of
the details regarding indemnification to each corporation to determine. The
MBCA, however, contains specified procedures and requirements for
indemnification of directors and officers. The Company's bylaws have been
revised to conform the indemnification language to the MBCA, including with
respect to advancement of expenses, and to provide that directors and officers
shall be indemnified to the fullest extent permitted by applicable law.
Capital Stock
The bylaws have been amended to provide that the directors may authorize
the issuance of uncertificated securities.
The provision in the bylaws regarding fixing a record date has been amended
so that such date can be no more than seventy days preceding the date on which a
particular action is to occur, as contemplated by the MBCA.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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3.1 Bylaws of Rogers Corporation, as amended and restated
effective August 26, 2004.
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
By: /s/ James M. Rutledge
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James M. Rutledge
Vice President Finance,
Chief Financial Officer and Treasurer
Date: September 1, 2004