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): AUGUST 21, 2003
HERCULES INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-00496 51-0023450
(State or Other Jurisdiction Commission File Number) (IRS Employer
of Incorporation) Identification Number)
1313 NORTH MARKET STREET, WILMINGTON, DELAWARE 19894-0001
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (302) 594-5000
ITEM 5. OTHER EVENTS.
On August 21, 2003, the Board of Directors of Hercules Incorporated, a
Delaware corporation (the "Company"), approved Amendment No. 2 (the "Amendment")
to the Hercules Incorporated Rights Agreement, dated as of August 4, 2000,
between the Company and Mellon Investor Services LLC, a New Jersey limited
liability company, as Rights Agent (as amended, the "Rights Agreement").
The Amendment amended the Rights Agreement by changing the expiration
date of the Rights issued thereunder and the "Final Expiration Date," as set
forth in Section 7(a)(i) of the Rights Agreement, to the Close of Business on
September 19, 2003. As a result of the Amendment, the Rights expired, and the
Rights Agreement was terminated, effective as of 5:00 p.m., New York City time,
on September 19, 2003, rather than on August 4, 2010, as originally provided
under the Rights Agreement.
The foregoing summary of the amendments to the Rights Agreement is not
complete and is qualified in its entirety by reference to the full text of the
Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following exhibits are filed as part of this report:
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4.1 Amendment No. 2 to the Hercules Incorporated Rights
Agreement, dated as of August 21, 2003.
99.1 Press release of Hercules Incorporated dated August 21, 2003.
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SIGNATURE
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.
Dated: September 19, 2003
HERCULES INCORPORATED
By: /s/ Richard G. Dahlen
--------------------------
Name: Richard G. Dahlen
Title: Chief Legal Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Amendment No. 2 to the Hercules Incorporated Rights Agreement,
dated as of August 21, 2003.
99.1 Press release of Hercules Incorporated dated August 21, 2003.