-----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, SFpCqjrHpuPuV1Mr0fpG4EV22Y4/Kaex52GrBE0x4Pw3OY94G6KnHpfw6ncAwMoC nfpSkh11QnPUiG1zHLLebA== 0001157523-09-000183.txt : 20090112 0001157523-09-000183.hdr.sgml : 20090112 20090112172905 ACCESSION NUMBER: 0001157523-09-000183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090112 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090112 DATE AS OF CHANGE: 20090112 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: 09522445 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 a5869511.htm 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):
January 12, 2009

ROGERS CORPORATION
(Exact name of Registrant as specified in Charter)

Massachusetts

1-4347

06-0513860

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer 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 240.13e-4(c))





Item 7.01         Regulation FD Disclosure

In a press release dated January 12, 2009, the Registrant announced an update to its fourth quarter 2008 earnings guidance.  A copy of the press release is furnished as Exhibit 99.1 to this form 8-K.

The press release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States.

Rogers believes that diluted earnings per share, excluding the effect of the charge associated with the previously announced CalAmp settlement, is a measure that should be presented in addition to diluted earnings per share including the effect of the charge associated with the previously announced CalAmp settlement determined in accordance with generally accepted accounting principles (GAAP) and is useful to investors. The following matters should be considered when evaluating these non-GAAP financial measures:

   o    Rogers reviews the operating results of its businesses excluding the impact of events that are unusual and/or infrequent in nature, and would not be indicative of ongoing operating results. As a result, management believes such charges, which would include the litigation settlement mentioned above, should be excluded in order to compare past, current and future periods.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.

Description

 
99.1 Press release, dated January 12, 2009, issued by Rogers Corporation (furnished herewith pursuant to Item 7.01)


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:

January 12, 2009

EX-99.1 2 a5869511ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Updates Guidance for the Fourth Quarter

ROGERS, Conn.--(BUSINESS WIRE)--January 12, 2009--Rogers Corporation (NYSE:ROG) today announced revised guidance for its fiscal fourth quarter ended December 31, 2008. Rogers now projects fourth quarter net sales of $78 to $79 million compared to the October 31, 2008 guidance of $88 to $92 million. Earnings per diluted share for the fourth quarter, including approximately $0.38 per diluted share of charges associated with the previously announced CalAmp settlement, are now projected to be $0.05 to $0.11. Excluding the approximate $0.38 charge, earnings per diluted share are expected to be $0.43 to $0.49 versus the previous guidance of $0.50 to $0.56 per diluted share.

Robert D. Wachob, President and CEO commented, “Based on what has been happening recently in the global economy, we expected at some point that our sales might contract. Although we were unable to predict the exact timing of this, we had begun to prepare ourselves for this possibility. Our inventories are low and at a manageable level, accounts receivable days outstanding are very good and we have approximately $60 million in cash and no debt. Also, the Company has implemented plans to manage production to match incoming orders. Going forward, Rogers will continue to focus efforts on new product development and new product introductions. We believe that we can manage through the current economic situation and expect Rogers to be an even stronger company, especially versus our competition, when this economic climate improves.”

The Company expects to report its fourth quarter results during the third week of February.

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, and in Suzhou, China. 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 2007 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 January 12, 2009 and Rogers undertakes no duty to update this information unless required by law.

Website Address:

http://www.rogerscorp.com

CONTACT:
Investor Contact:
Rogers Corporation
William J. Tryon, 860-779-4037
Manager of Investor and Public Relations
Fax: 860-779-5509
william.tryon@rogerscorporation.com

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