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): April 30,
2010
KAYDON
CORPORATION
(Exact
name of Registrant as Specified in Charter)
Delaware
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1-11333
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13-3186040
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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315
East Eisenhower Parkway, Suite 300
Ann
Arbor, Michigan 48108
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(Address
of principal executive offices)
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(734)
747-7025
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(Registrant’s
telephone number, including area code)
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Not Applicable |
(Former
Name or Former Address, if Changed Since Last
Report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01
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Other
Events.
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On April
30, 2010, the Board of Directors of Kaydon Corporation (the “Company”)
determined to allow the expiration of its existing stockholder rights plan in
accordance with its terms without extension or replacement. The
rights plan is represented by the Rights Agreement dated as of May 4, 2000, by
and between the Company and Continental Stock Transfer & Trust Company, as
rights agent (the “Rights Agreement”), and provides for a Final Expiration Date
(as defined therein) of May 4, 2010. Pursuant to the Rights
Agreement, each share of the Company’s common stock outstanding and subsequently
issued has attached to it one Right representing the right to purchase one/one
thousandth of a share of Series A Preferred Stock of the Company under certain
circumstances specified in the Rights Agreement. As a result of the
Board’s determination, the Rights shall no longer be outstanding and shall not
be exercisable, after May 4, 2010, unless earlier exercised, redeemed or
exchanged in accordance with the Rights Agreement.
Further,
on April 30, 2010, the Board of Directors of the Company approved and adopted
the following policy statement regarding the future adoption of any stockholder
rights plan:
“The
Board shall seek and obtain stockholder approval before adopting any future
stockholder rights plan; provided, however, that the Board may determine to act
on its own to adopt a stockholder rights plan without prior stockholder
approval, if, under the circumstances, a majority of the independent directors,
in the exercise of their fiduciary responsibilities, deem it to be in the best
interest of the Company’s stockholders to adopt a stockholder rights plan
without the delay in adoption that would come from the time reasonably
anticipated to seek stockholder approval. If the Board adopts a
stockholder rights plan without prior stockholder approval, the plan must
provide that it will be subject to periodic review by the Governance Committee
for continued maintenance, amendment or modification. If a plan is submitted
by the Board for stockholder approval, the plan will immediately terminate if
not approved by the majority of the votes cast.”
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Upon the
expiration of the Rights Agreement and the Rights on May 4, 2010, the Company
will file a Certificate of Elimination with the Secretary of State of the State
of Delaware eliminating the Certificate of Designation with respect to the
Company’s Series A Preferred Stock which was issuable, under certain
circumstances, upon exercise of the Rights.
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.
Dated: May
6, 2010
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KAYDON
CORPORATION
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By:
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/s/
Debra Crane
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Debra
Crane
Vice
President and General Counsel
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