-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwYvtZRP8z/crICAdqiMKwExhf3OWLSSEWa3EfWsiDE4hN7dcgMUHmSSg/mWE2wn GI8xz7rocjxfQGlTFDEHdQ== 0000084748-08-000043.txt : 20080512 0000084748-08-000043.hdr.sgml : 20080512 20080512120727 ACCESSION NUMBER: 0000084748-08-000043 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080509 FILED AS OF DATE: 20080512 DATE AS OF CHANGE: 20080512 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 860-779-5756 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MITCHELL WILLIAM CENTRAL INDEX KEY: 0001187421 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 08821693 BUSINESS ADDRESS: BUSINESS PHONE: 631 847 5457 MAIL ADDRESS: STREET 1: 50 MARCUS DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 3 1 primary_doc.xml PRIMARY DOCUMENT X0202 3 2008-05-09 0 0000084748 ROGERS CORP ROG 0001187421 MITCHELL WILLIAM 50 MARCUS DRIVE MELVILLE NY 11747 1 0 0 0 Capital (Common) Stock 604 D Stock Option (Right to Buy) 63.5 2004-06-15 2014-06-15 Capital (Common) Stock 2250 D Phantom Stock Units 0 2004-06-15 2010-01-15 Capital (Common) Stock 125 D Stock Option (Right to Buy) 46.45 2004-12-15 2014-12-15 Capital (Common) Stock 2250 D Phantom Stock Units 0 2004-12-15 2012-01-15 Capital (Common) Stock 323 D Phantom Stock Units 0 2005-06-27 2012-01-15 Capital (Common) Stock 351 D Stock Option (Right to Buy) 40.8 2005-12-16 2015-12-16 Capital (Common) Stock 2250 D Phantom Stock Units 0 2005-12-16 2014-01-15 Capital (Common) Stock 307 D Stock Option (Right to Buy) 52 2006-06-15 2016-06-15 Capital (Common) Stock 2250 D Phantom Stock Units 0 2006-06-15 2010-01-15 Capital (Common) Stock 176 D Stock Option (Right to Buy) 63.87 2006-12-15 2016-12-15 Capital (Common) Stock 2250 D Phantom Stock Units 0 2006-12-15 2012-01-15 Capital (Common) Stock 274 D Stock Option (Right to Buy) 46.87 2007-04-26 2017-04-26 Capital (Common) Stock 1443 D Mr. Mitchell served on the Rogers Board of Directors from 1994 to the April 26, 2007 Annual Meeting of Shareholders, when he chose not to stand for re-election because of other business commitments. He was re-elected to the Rogers Board of Directors at the May 9, 2008 Annual Meeting of Shareholders. This Non-Qualified Stock Option was granted pursuant to the 1998 Stock Incentive Plan and is immediately exercisable as of the grant date. The Phantom Stock Units convert to Common Stock on a one-for-one basis. The Phantom Stock Units are accrued under the Rogers Corporation Voluntary Deferred Compensation Plan for Non-Employee Directors and will be settled in shares of Rogers Corporation Capital (Common) Stock issued under the Rogers Corporation 1998 Stock Incentive Plan and pursuant to the reporting person's deferral election. The 125 shares are the balance that remain from a grant of Phantom Stock Units initially made on June 15, 2004, as to which 112 shared have already been issued. Of these 125 shares, 112 will be issued on January 15, 2009 and 13 will be issued on January 15, 2010. This Non-Qualified Stock Option was granted pursuant to the 1998 Stock Incentive Plan and is immediately exercisable as of the grant date. The Phantom Stock Units convert to Common Stock on a one-for-one basis. The Phantom Stock Units are accrued under the Rogers Corporation Voluntary Deferred Compensation Plan for Non-Employee Directors and will be settled in shares of Rogers Corporation Capital (Common) Stock issued under the Rogers Corporation 1998 Stock Incentive Plan and pursuant to the reporting person's deferral election. The Phantom Stock Units convert to Common Stock on a one-for-one basis. The Phantom Stock Units are accrued under the Rogers Corporation Voluntary Deferred Compensation Plan for Non-Employee Directors and will be settled in shares of Rogers Corporation Capital (Common) Stock issued under the Rogers Corporation 2005 Equity Compensation Plan and pursuant to the reporting person's deferral election. This Non-Qualified Stock Option was granted pursuant to the 2005 Equity Compensation Plan and is immediately exercisable as of the grant date. The Phantom Stock Units convert to Common Stock on a one-for-one basis. The Phantom Stock Units are accrued under the Rogers Corporation Voluntary Deferred Compensation Plan for Non-Employee Directors and will be settled in shares of Rogers Corporation Capital (Common) Stock issued under the Rogers Corporation 2005 Equity Compensation Plan and pursuant to the reporting person's deferral election. This Non-Qualified Stock Option was granted pursuant to the 2005 Equity Compensation Plan and is immediately exercisable as of the grant date. The Phantom Stock Units convert to Common Stock on a one-for-one basis. The Phantom Stock Units are accrued under the Rogers Corporation Voluntary Deferred Compensation Plan for Non-Employee Directors and will be settled in shares of Rogers Corporation Capital (Common) Stock issued under the Rogers Corporation 2005 Equity Compensation Plan and pursuant to the reporting person's deferral election. The 176 shares are the balance that remain from a grant of Phantom Stock Units initially made on June 15, 2006, as to which 113 shared have already been issued. Of these 176 shares, 113 will be issued on January 15, 2009 and 63 will be issued on January 15, 2010. This Non-Qualified Stock Option was granted pursuant to the 2005 Equity Compensation Plan and is immediately exercisable as of the grant date. The Phantom Stock Units convert to Common Stock on a one-for-one basis. The Phantom Stock Units are accrued under the Rogers Corporation Voluntary Deferred Compensation Plan for Non-Employee Directors and will be settled in shares of Rogers Corporation Capital (Common) Stock issued under the Rogers Corporation 2005 Equity Compensation Plan and pursuant to the reporting person's deferral election. This Non-Qualified Stock Option was granted pursuant to the 2005 Equity Compensation Plan and is immediately exercisable as of the grant date. Alice R. Tetreault as Power of Attorney 2008-05-12 EX-24 2 mitchellpoa.txt POWER OF ATTORNEY FOR SEC FORMS 3, 4, AND 5 POWER OF ATTORNEY FOR SEC FORMS 3, 4, AND 5 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Robert M. Soffer, Amy M. Vertefeuille, Alice R. Tetreault and Charlene M. LaPreay signing singly, to be the undersigneds true and lawful attorney-in-fact, for him/her, and in his/her name, place and stead, as an officer and/or director of Rogers Corporation (the Company) to execute, deliver and file Forms 3, 4, and 5 (including amendments thereto) with respect to securities of the Company, required to be filed with the Securities and Exchange Commission, national securities exchanges and the Company pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, granting to each such attorney-in-fact full power and authority to perform all acts necessary or appropriate, in the opinion of such attorney-in-fact, for the completion of such purposes (including seeking or obtaining, as the undersigneds representative and on the undersigneds behalf, information regarding transactions in the Companys securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information). The undersigned agrees that each attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to the attorney-in-fact for purposes of executing, delivering or filing Forms 3, 4, and 5 (including amendments thereto). The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor is the Company assuming any of the undersigneds responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigneds holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior Power of Attorney that may have been granted to any attorney-in-fact named above. This Power of Attorney may be filed with the Securities and Exchange Commission and other entities as a confirming statement of the authority granted herein. WITNESS THE EXECUTION HEREOF this 9 day of May, 2008. William E. Mitchell Signature William E. Mitchell Print Name -----END PRIVACY-ENHANCED MESSAGE-----