-----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, NFSTZpvzL6dQL2RqowltvP/FIJaVRzNq+l6wHkxvJM2lENte6+vD1YtK0IksSnwj LUCbRLv0cuxEpOS0nngU6g== 0001157523-05-009321.txt : 20051027 0001157523-05-009321.hdr.sgml : 20051027 20051027160522 ACCESSION NUMBER: 0001157523-05-009321 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051027 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 051160176 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 1 a5006280.txt ROGERS CORPORATION 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): October 27, 2005 ROGERS CORPORATION (Exact name of Registrant as specified in Charter) Massachusetts 1-4347 06-0513860 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) 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 Rogers Corporation announced today that its Board of Directors has approved the investment of up to $25 million for the purchase of shares for a new buy-back program. 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 October 27, 2005, 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/ Paul B. Middleton ----------------------------------------- Paul B. Middleton Acting Chief Financial Officer and Corporate Controller Date: October 27, 2005 EX-99.1 2 a5006280ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Rogers Corporation Announces Share Buy-Back Program ROGERS, Conn.--(BUSINESS WIRE)--Oct. 27, 2005--Rogers Corporation (NYSE:ROG) today announced that its Board of Directors has approved the investment of up to $25 million for the purchase of shares for a new buy-back program. The Company's current 12-month program approval expires this month. Rogers has spent $15.5 million repurchasing shares out of a total of $25 million authorized in October 2004. The timing and exact number of shares purchased will be determined at the Company's discretion and will depend on market conditions. All repurchases will be on the open market and are expected to be funded from existing cash. Currently, the Company has approximately 17 million shares of common stock outstanding. The new share buy-back program will be complete or cancelled within 12 months. "We believe that the current share price does not reflect the long term prospects of the Company and therefore represents an excellent opportunity for us to continue with a new share buy-back program," said Robert Wachob, President and Chief Executive Officer. "The initiative reflects our commitment to promote long-term shareholder value." 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. Safe Harbor Statement Statements in this news release that are not strictly historical may be deemed to be "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and are 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 2004 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. All information in this press release is as of October 27, 2005, and Rogers undertakes no duty to update this information unless required by law. CONTACT: Rogers Corporation Edward J. Joyce, 860-779-5705 Fax: 860-779-5509 E-mail: edward.joyce@rogerscorporation.com Rogers' Web site: www.rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----