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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/01/19 RBC Bearings Inc 10-Q 9/28/19 67:4.5M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.01M
2: EX-4.1 Description of Common Stock HTML 25K
3: EX-31.01 Certification -- §302 - SOA'02 HTML 22K
4: EX-31.02 Certification -- §302 - SOA'02 HTML 22K
5: EX-32.01 Certification -- §906 - SOA'02 HTML 19K
6: EX-32.02 Certification -- §906 - SOA'02 HTML 18K
20: R1 Cover HTML 72K
44: R2 Consolidated Balance Sheets HTML 106K
66: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
27: R4 Consolidated Statements of Operations (Unaudited) HTML 75K
19: R5 Consolidated Statements of Comprehensive Income HTML 34K
(Unaudited)
43: R6 Consolidated Statements of Stockholders' Equity HTML 95K
(Unaudited)
65: R7 Consolidated Statements of Stockholders' Equity HTML 22K
(Unaudited) (Parenthetical)
26: R8 Consolidated Statements of Cash Flows (Unaudited) HTML 120K
21: R9 Basis of Presentation HTML 24K
13: R10 Significant Accounting Policies HTML 38K
32: R11 Revenue from Contracts with Customers HTML 89K
56: R12 Accumulated Other Comprehensive Income (Loss) HTML 35K
50: R13 Net Income Per Common Share HTML 36K
12: R14 Cash and Cash Equivalents HTML 22K
31: R15 Inventory HTML 26K
55: R16 Goodwill and Intangible Assets HTML 68K
48: R17 Leases HTML 37K
14: R18 Debt HTML 58K
30: R19 Income Taxes HTML 33K
64: R20 Reportable Segments HTML 86K
41: R21 Acquisition HTML 28K
23: R22 Significant Accounting Policies (Policies) HTML 38K
29: R23 Revenue from Contracts with Customers (Tables) HTML 81K
63: R24 Accumulated Other Comprehensive Income (Loss) HTML 34K
(Tables)
40: R25 Net Income Per Common Share (Tables) HTML 33K
22: R26 Inventory (Tables) HTML 27K
28: R27 Goodwill and Intangible Assets (Tables) HTML 70K
62: R28 Leases (Tables) HTML 36K
42: R29 Debt (Tables) HTML 29K
46: R30 Reportable Segments (Tables) HTML 82K
52: R31 Significant Accounting Policies (Details HTML 37K
Narrative)
33: R32 Revenue from Contracts with Customers (Details) HTML 47K
15: R33 Revenue from Contracts with Customers (Details 1) HTML 44K
47: R34 Revenue from Contracts with Customers (Details HTML 27K
Narrative)
53: R35 Accumulated Other Comprehensive Income (Loss) HTML 71K
(Details)
34: R36 Net Income Per Common Share (Details) HTML 45K
16: R37 Net Income Per Common Share (Details Narrative) HTML 21K
45: R38 Inventory (Details) HTML 28K
54: R39 Goodwill and Intangible Assets (Details) HTML 40K
38: R40 Goodwill and Intangible Assets (Details 1) HTML 53K
59: R41 Goodwill and Intangible Assets (Details 2) HTML 35K
24: R42 Goodwill and Intangible Assets (Details Narrative) HTML 23K
17: R43 Leases (Details) HTML 28K
39: R44 Leases (Details 1) HTML 37K
60: R45 Leases (Details Narrative) HTML 30K
25: R46 Debt (Details) HTML 36K
18: R47 Debt (Details Narrative) HTML 119K
37: R48 Income Taxes (Details Narrative) HTML 37K
61: R49 Reportable Segments (Details) HTML 49K
57: R50 Reportable Segments (Details Narrative) HTML 20K
51: R51 Acquisition (Details Narrative) HTML 56K
67: XML IDEA XML File -- Filing Summary XML 115K
58: XML XBRL Instance -- f10q0919_rbcbearings_htm XML 1.21M
49: EXCEL IDEA Workbook of Financial Reports XLSX 58K
8: EX-101.CAL XBRL Calculations -- roll-20190928_cal XML 149K
9: EX-101.DEF XBRL Definitions -- roll-20190928_def XML 262K
10: EX-101.LAB XBRL Labels -- roll-20190928_lab XML 751K
11: EX-101.PRE XBRL Presentations -- roll-20190928_pre XML 572K
7: EX-101.SCH XBRL Schema -- roll-20190928 XSD 115K
36: JSON XBRL Instance as JSON Data -- MetaLinks 248± 342K
35: ZIP XBRL Zipped Folder -- 0001213900-19-021826-xbrl Zip 144K
Exhibit 4.1
RBC BEARINGS INCORPORATED
Description of Capital Stock
General
The Amended and Restated Certificate of Incorporation of RBC Bearings Incorporated, a Delaware corporation, authorizes RBC to issue (i) 60,000,000 shares of Common Stock, par value $0.01 per share, and (ii) 10,000,000 shares of Preferred Stock, $0.01 par value per share.
Common Stock
Voting Rights. Each outstanding share of Common Stock is entitled to one vote on all matters submitted to a vote of RBC’s stockholders. Shares of Common Stock are not entitled to cumulative voting. RBC has a staggered Board of Directors divided into three classes, each of which is up for election every third year so that each director serves a three-year term until his or her class comes up for election. Directors are elected by a majority of the votes cast.
Dividends. Subject to the dividend rights of the holders of any outstanding Preferred Stock, the holders of shares of Common Stock are entitled to receive ratably dividends out of assets legally available therefor at such times and in such amounts as RBC’s Board of Directors may from time to time determine. RBC does not currently pay regular dividends on the Common Stock.
Liquidation Rights. Upon the liquidation, dissolution or winding up of RBC’s affairs and subject to the liquidation rights of the holders of any outstanding Preferred Stock, the holders of shares of Common Stock are entitled to share ratably in RBC’s assets that are legally available for distribution after payment of all RBC’s debts and liabilities.
No Other Rights. The Common Stock is not convertible or redeemable, has no sinking fund rights, and is not entitled to preemptive rights to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities. Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq (which would apply so long as the Common Stock is listed on Nasdaq) require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of Common Stock.
Listing. Shares of Common Stock are listed on the Nasdaq National Market System under the symbol “ROLL.”
Transfer Agent. The transfer agent for the Common Stock is Computershare Trust Company, N.A.
Preferred Stock
The Preferred Stock may be issued from time to time in one or more series. RBC’s Board of Directors, without further action by the stockholders, has the authority to determine or alter the powers, preferences, rights, qualifications, limitations and restrictions granted to or imposed on unissued shares of Preferred Stock, and to determine the number of shares constituting any series of Preferred Stock. Preferred Stock terms that the Board of Directors could establish include those relating to voting, dividends, redemption, conversion, exchange, sinking fund, preemption, liquidation and other rights, preferences and privileges.
At this time, RBC has not issued any shares of Preferred Stock or established the terms of any series of Preferred Stock.
C:
Anti-Takeover Provisions of RBC’s Charter Documents
Provisions of RBC’s certificate of incorporation and bylaws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions that might benefit stockholders or in which stockholders might otherwise receive a premium for their shares. These provisions may also prevent or frustrate attempts by RBC’s stockholders to replace or remove management. These include:
| ● | The Board of Directors is divided into three classes so that each director comes up for re-election only once in any three-year period; |
| ● | The Board of Directors has the ability to do the following without stockholder approval: (i) issue additional shares of Common Stock, (ii) set the term of and issue Preferred Stock, (iii) amend the bylaws, and (iv) fill vacancies on the Board of Directors; |
| ● | Special meetings of the stockholders may be called only by the Board of Directors; and |
| ● | Stockholder action may be taken only at an annual or special meeting and not by written consent. |
Anti-Takeover Effects of Delaware Law
RBC is subject to Section 203 of the Delaware General Corporation Law, which prohibits a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
| (1) | such transaction is approved by the corporation’s board of directors prior to the date the interested stockholder obtains such status, |
| (2) | upon consummation of such transaction, the interested stockholder beneficially owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, or |
| (3) | the business combination is approved by both the corporation’s board of directors and the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder. |
A “business combination” includes mergers, asset sales and other transactions resulting in financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) beneficially 15% or more of the corporation’s voting stock.
Section 203 could prohibit or delay mergers or other takeover or change in control attempts with respect to RBC and, accordingly, may discourage attempts to acquire RBC even though such a transaction may offer stockholders the opportunity to sell their stock at a price above the prevailing market price.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/23/21 RBC Bearings Inc. 424B5 1:2.5M Toppan Merrill/FA 9/23/21 RBC Bearings Inc. 424B5 1:1.7M Toppan Merrill/FA 9/20/21 RBC Bearings Inc. 424B5 1:2.5M Toppan Merrill/FA 9/20/21 RBC Bearings Inc. 424B5 1:1.7M Toppan Merrill/FA 9/20/21 RBC Bearings Inc. S-3ASR 9/20/21 4:340K Toppan Merrill/FA 5/21/21 RBC Bearings Inc. 10-K 4/03/21 97:7.5M EdgarAgents LLC/FA |