-----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, ATofYXyZWPHsXtFXMXR9Y1R9GoYHaSSLPcOj3GBH1pVko0ysbB/RC8ukb6GqU4Ee JyOBPQbYEWNHBsQo5v89vQ== 0001157523-05-005731.txt : 20050627 0001157523-05-005731.hdr.sgml : 20050627 20050627145109 ACCESSION NUMBER: 0001157523-05-005731 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050622 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050627 DATE AS OF CHANGE: 20050627 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: 0101 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 05917238 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 8607749605 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263 8-K/A 1 a4918977.txt ROGERS CORPORATION 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2005 Rogers Corporation -------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Massachusetts 1-4347 06-0513860 ------------------- ------------------- ------------------- (State or other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) One Technology Drive P.O. Box 188 Rogers, Connecticut 06263-0188 ---------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (860) 774-9605 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: [] 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 240.13e-4(c)) --------------------------------- ITEM 1.01 Entry into a Material Definitive Agreement On June 22, 2005, Rogers Corporation (the "Company") approved the entering into of its standard form of Indemnification Agreement for Company Directors with Charles M. Brennan, III, the Company's new Director, which provides that, among other things, the Company will indemnify Mr. Brennan against certain liabilities that may arise by reason of his status or service as a Director of the Company, and that the Company will advance to him the expenses incurred as a result of a proceeding as to which he may be indemnified. The above description is qualified in its entirety by the terms of the Form of Indemnification Agreement (Director Form), a copy of which has been previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on December 14, 2004, and is incorporated herein by reference. ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On June 22, 2005, the Board of Directors of the Company voted to increase the current size of the Board of Directors from nine to ten members and appointed Charles M. Brennan, III as a new Director of the Company. Mr. Brennan was also designated for a position on the Audit Committee of the Board of Directors, subject to the Board's determination as to his independence status, which will be made at a later date. Mr. Brennan will serve as a Director until the next annual meeting of shareholders and thereafter until his successor is chosen and qualified. Mr. Brennan retired as Chairman and Chief Executive Officer of MYR Group Inc. (formerly NYSE: MYR) in 2000. Currently he serves on the Board of Directors at Dycom Industries, Inc. (NYSE: DY) where he is Chairman of the Audit Committee. Mr. Brennan is eligible to participate in all compensation plans available to the Company's other Directors. A summary of the compensation available to Directors of the Company has been previously filed as Exhibit 10r-1 to the Company's Quarterly Report on Form 10-Q, filed on May 9, 2005, and is incorporated herein by reference. ITEM 7.01 Regulation FD Disclosure On June 22, 2005, the Company issued a press release announcing the election of Mr. Brennan to the Board. The press release is furnished as Exhibit 99.2 hereto and is incorporated by reference. The information furnished in this report in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description ----------- ----------- 10r-1* Amendment No. 1 to Summary of Director and Executive Officer Compensation, previously filed as Exhibit 10r-1 to the Company's Quarterly Report on Form 10-Q, filed on May 9, 2005, and incorporated herein by reference. 99.1* Form of Indemnification Agreement (Director Form), previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on December 14, 2004, and incorporated herein by reference. 99.2 Press release by Rogers Corporation dated June 22, 2005 announcing the election of Charles M. Brennan, III as a Director of the Company (furnished pursuant to Item 7.01). * Management Contract. 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/ Robert M. Soffer --------------------- Name: Robert M. Soffer Title: Vice President, Treasurer and Secretary Date: June 27, 2005 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 10r-1* Amendment No. 1 to Summary of Director and Executive Officer Compensation, previously filed as Exhibit 10r-1 to the Company's Quarterly Report on Form 10-Q, filed on May 9, 2005, and incorporated herein by reference. 99.1* Form of Indemnification Agreement (Director Form), previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on December 14, 2004, and incorporated herein by reference. 99.2 Press release by Rogers Corporation dated June 22, 2005 announcing the election of Charles M. Brennan, III as a Director of the Company (furnished pursuant to Item 7.01). * Management Contract. EX-99.2 2 a4918977ex992.txt EXHIBIT 99.2 PRESS RELEASE Exhibit 99.2 Rogers Corporation Appoints New Board Director ROGERS, Conn.--(BUSINESS WIRE)--June 22, 2005--Rogers Corporation (NYSE:ROG) today announced that its Board of Directors has appointed Charles. M. Brennan III to serve as a member of the Company's Board. Mr. Brennan retired as Chairman and Chief Executive Officer of MYR Group Inc. (formerly NYSE:MYR) in 2000. Currently he serves on the Board of Directors at Dycom Industries, Inc. (NYSE:DY) where he is Chairman of the Audit Committee. Rogers Corporation, headquartered in Rogers, CT, U.S.A., develops and manufactures high-performance specialty materials, which serve a diverse range of markets including: portable communication devices, communication infrastructure, consumer products, computer and office equipment, ground transportation, and aerospace and defense. 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 Belgium, Japan, Taiwan, Korea, China, and Singapore. Editorial and Investor Contact: Edward Joyce Phone: 860-779-5705 Fax: 860-779-5509 E-mail: edward.joyce@rogerscorporation.com Rogers' Web site: www.rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----