-----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, GNi8VjuCxa0H8IzV8lCLcX1CQKBMyByvXJ9IUYSQG0kfpZwrmVMwWJnY7qK7IR+B PItHQWBaVbYG6Z9v17g+LA== 0001157523-07-006082.txt : 20070614 0001157523-07-006082.hdr.sgml : 20070614 20070613174837 ACCESSION NUMBER: 0001157523-07-006082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070608 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070614 DATE AS OF CHANGE: 20070613 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: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 07918254 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 8-K 1 a5425737.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): June 8, 2007 ROGERS CORPORATION (Exact name of Registrant as specified in Charter) Massachusetts 1-4347 06-0513860 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction Identification No.) of Incorporation) 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 2.05 Costs Associated with Exit or Disposal Activities On June 8, 2007, Rogers Corporation (the Company) committed to a plan to restructure its Custom Electrical Components reporting segment workforce and reduce other related costs. The plan calls for a significant employee reduction associated with shifting electroluminescent (EL) lamp production to its China facility, as a result of accelerated program terminations in the portable communications market and a reduced outlook for the future market demand for the Company's keypad backlight lamps. The Company is currently assessing the impact of the related severance costs in accordance with Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for Costs Associated with Exit or Disposal Activities, and SFAS No. 112, Employers' Accounting for Postretirement Benefits, and will provide this information when it is able to make a determination of such estimate or range of estimates. A copy of the press release issued by the Company on June 13, 2007 announcing the restructuring is filed as Exhibit 99.1 to this Form 8-K and is incorporate herein by reference. Item 2.06 Material Impairments Also as a result of the plan discussed above, on June 8, 2007 the Company determined that it currently expects to take a non-cash impairment charge in the second quarter of 2007 related to the write-down of certain assets within the Company's Custom Electrical Components reporting segment, specifically related to the Durel Division. These assets currently have a book value of approximately $24 million, and are comprised of land, a building, equipment, unamortized technology licenses, and inventory. The Company, with the assistance of an independent third party valuation specialist, is currently performing a complete valuation analysis on these assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, and will provide this information when it is able to make a determination of such estimate or range of estimates of the impairment charge. It is not anticipated that the impairment charge will result in future cash expenditures by the Company. A copy of the press release issued by the Company on June 13, 2007 announcing the expected impairment charge is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press release, dated June 13, 2007, 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/ Dennis M. Loughran --------------------------- Dennis M. Loughran Vice President, Finance and Chief Financial Officer Date: June 13, 2007 EX-99.1 2 a5425737ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Rogers Corporation Announces Divisional Restructuring ROGERS, Conn.--(BUSINESS WIRE)--June 13, 2007--Rogers Corporation (NYSE:ROG) today announced a plan to restructure its Custom Electrical Components reporting segment workforce and reduce other related costs. As previously announced in the Company's May 2, 2007, press release, program terminations in the portable communications market related to Custom Electrical Component products accelerated at a pace greater than expected in the first quarter. This effect, in combination with a reduced outlook for future market demand for the Company's keypad backlight lamps, will result in a significant employee reduction and may cause impairment of related assets associated with such operations. The Custom Electrical Components segment sales, which includes the Durel Division's electroluminescent (EL) products as well as power distribution component products, consisted of approximately 33% of overall Company revenues in 2006. The Company's Durel Division manufactures EL lamps and designs semiconductor inverter chips for powering EL lamps. The majority of Durel's sales are for applications that backlight keypads in thin form factor cell phones. Although Rogers sells EL products to all the major cell phone manufacturers, the current outlook for existing and future programs has changed from previous expectations. Based on the significant reduction in the sales forecast, the Company has initiated plans to shift additional production to its China facility, which is currently operating below capacity, and significantly reduce the overhead and support functions in Durel's U.S. facility. As a result, it was determined that these factors qualify as indicators of impairment under generally accepted accounting principles (GAAP) and that assets associated with this operating unit may require impairment charges, which could affect the Company's second quarter 2007 GAAP earnings. These assets currently have book value of approximately $24 million, and are comprised of land, a building, equipment, unamortized technology licenses, and inventory. The amount of any impairment charge will not be known until the Company completes a full assessment with the assistance of an independent third-party valuation specialist. The Company will disclose the results of the assessment as soon as practical including any such impairment amount or range. Robert D. Wachob, Rogers' President and CEO, commented, "Although the success of our keypad backlighting lamp products in the past three years is an achievement we are quite proud of, given the current outlook of reduced future demand, it is necessary for us to streamline this business." 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 from the Rogers Corporation 2006 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 June 13, 2007, and Rogers undertakes no duty to update this information unless required by law. CONTACT: Rogers Corporation Editorial and Investor Contact: Edward J. Joyce, 860-779-5705 Fax: 860-779-5509 edward.joyce@rogerscorporation.com www.rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----