-----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, L5UFM3v5ZrJJMmBOTePlf+FHjM1DHM81Q5pcTOg+gXSx3zJSb2qSVeM8fV8VLoLG JGjIU/0C+J+DXIl53GHQdg== 0001157523-04-011690.txt : 20041222 0001157523-04-011690.hdr.sgml : 20041222 20041221193737 ACCESSION NUMBER: 0001157523-04-011690 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041221 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041221 FILER: 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: 0804 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 041218830 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 8607749605 8-K 1 a4789231.txt ROGERS CORP. 8-K ================================================================================ 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): December 21, 2004 ROGERS CORPORATION (Exact name of Registrant as specified in Charter) Massachusetts 1-4347 06-0513860 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) 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)) ================================================================================ Item 8.01 Other Events. In a press release dated December 21, 2004, the Registrant announced an update to its fourth quarter 2004 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press release, dated December 21, 2004, issued by Rogers Corporation. 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 ------------------------------------- James M. Rutledge Vice President Finance, Chief Financial Officer and Treasurer Date: December 21, 2004 EX-99.1 2 a4789231ex991.txt PRESS RELEASE EXHIBIT 99.1 Rogers Corporation Updates Guidance for the Fourth Quarter ROGERS, Conn.--(BUSINESS WIRE)--Dec. 21, 2004--Rogers Corporation (NYSE:ROG) today announced revised guidance for its fiscal fourth quarter ending January 2, 2005. Rogers projects fourth quarter net sales to be between $84 and $86 million compared to the October 20, 2004 guidance of $82 to $87 million. Earnings for the quarter are projected to be $0.24 to $0.27 per diluted share versus previous guidance of $0.40 to $0.45 per diluted share. High frequency printed circuit materials sales into the wireless infrastructure market will be much lower than expected in the fourth quarter as customers are reducing substantial inventory that exists throughout the supply chain. Robert D. Wachob, President and CEO, commented, "Most of the fourth quarter earnings shortfall is associated with this unforeseen development in combination with our decision to also reduce our own finished goods inventories. However, we believe this inventory correction is beginning to mitigate as last week the order rate began to improve. We expect the first quarter of 2005 to return to a more normal sales level; our inventory reduction will be behind us; cost reductions will be effective the whole quarter, and our productivity will improve." Flexible printed circuit material sales are continuing to grow in the wireless handset market, partially offsetting the shortfall in high frequency material sales. However, as Rogers is capacity constrained, almost all of the increased sales this quarter are being manufactured by the Company's 50% owned joint venture, Rogers Chang Chun Technologies (RCCT), where Rogers shares the profits. A significant portion of the sales growth is due to price increases, which only passed through increased raw material costs, thus there is no additional margin on these sales. The High Performance Foams business accelerated product qualification trials this quarter at its joint venture's new facility in China. This activity is causing much higher than forecasted expenses, negatively impacting earnings per share but should allow for continued growth in 2005. The new facility should be at a breakeven sales rate by the end of the first quarter of 2005. Robert D. Wachob commented, "The fourth quarter reflects the culmination of many initiatives designed to position Rogers to grow in the future and establish a cost structure that will allow us to continue to effectively compete around the world. These initiatives include moving our Elastomer Components business to China, restructuring operations in our high frequency and Durel operations, and three operational start-ups: Carol Stream, Illinois; Rogers China; and a Rogers Inoac Corporation (RIC) plant also in China. Early signs give us confidence that profits will improve in the first quarter of 2005 and be more reflective of Rogers typical performance." The Company expects to report the fourth quarter and full year results in February, and will provide guidance for the first quarter 2005, at that time. Rogers Corporation, headquartered in Rogers, CT, U.S.A., develops and manufactures high-performance specialty materials, which serve a diverse range of markets including: wireless communications, computers and networking, imaging, transportation and consumer. Rogers operates manufacturing facilities in Connecticut, Arizona, and Illinois in the U.S., in Gent, Belgium, in Suzhou, China, and in Hwasung City, Korea. Sales offices are located in Japan, Hong Kong, Taiwan, Korea, China, and Singapore. Safe Harbor Statement Statements in this news release that are not strictly historical may be deemed to be "forward-looking" statements which should be considered as subject to the many uncertainties that exist in the Company's operations and environment. These uncertainties, which include economic conditions, market demand and pricing, competitive and cost factors, rapid technological change, new product introductions, legal proceedings, and the like, are incorporated by reference in the Rogers Corporation 2003 Form 10-K filed with the Securities and Exchange Commission. Such factors could cause actual results to differ materially from those in the forward-looking statements. For more information, please contact the Company directly. CONTACT: Rogers Corporation Financial News Contact: James M. Rutledge, 860-774-9605 Vice President Finance and CFO Fax: 860-779-4714 or Editorial and Investor Contact: Edward J. Joyce, 860-779-5705 Fax: 860-779-5509 edward.joyce@rogerscorporation.com http://www.rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----