-----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, DvAPvepK0QCBCWrlydNRNNRcblVSj/Z8ygtiS0slOwaXdkeRr2gE2oeGyuRapp22 HJHyeB07ymSYjOi5VnBsxg== 0001157523-09-001123.txt : 20090211 0001157523-09-001123.hdr.sgml : 20090211 20090211140227 ACCESSION NUMBER: 0001157523-09-001123 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090106 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 09588927 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/A 1 a5893984.htm ROGERS CORPORATION 8-K/A



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K/A
CURRENT REPORT

(Amendment No. 1)

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
January 6, 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))





Rogers Corporation is filing this 8-K/A in order to file Exhibit 10.1 which was inadvertently excluded from the initial 8-K filing on January 9, 2009.  In every other respect, this 8-K/A filing is the same as the initial 8-K filing on January 9, 2009.

Item 1.01.     Entry into a Material Definitive Agreement

On January 6, 2009, Rogers Corporation (“Rogers”, or the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with CalAmp Corp. (“CalAmp”).  The Settlement Agreement relates to a lawsuit brought by CalAmp against the Company in which CalAmp had alleged performance issues with certain printed circuit board laminate materials that the Company had provided for use in certain of CalAmp’s products.  Pursuant to the Settlement Agreement, the Company will pay CalAmp the sum of $9,000,000 on or before January 12, 2009 in full settlement of the litigation.  In the Settlement Agreement, the parties acknowledge that the Company admits no wrongdoing for any claim and that the Company has agreed to settle the litigation solely to avoid the time, expense and inconvenience of continued litigation.

The Settlement Agreement also contains a mutual release from all claims, demand, disputes, or objections relating in any way to the allegations in the litigation that arise before the date of the Settlement Agreement.

A copy of the Press Release issued by the Company on January 9, 2009 announcing the Settlement Agreement is attached to this Current Report on Form 8-K/A as Exhibit 99.1 and shall be deemed filed and incorporated herein by reference.

The information contained in this Item 1.01 is qualified in its entirety by reference to the complete text of the Settlement Agreement filed herewith as Exhibit 10.1, which is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.

 

Description

 
10.1 Settlement Agreement, dated January 6, 2009, between CalAmp Corp. and Rogers Corporation.
 
99.1 Press release, dated January 9, 2009, issued by Rogers Corporation.
1

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

 

Robert M. Soffer

 

Vice President and Secretary

 

 

 

Date:

February 11, 2009

2

EX-10.1 2 a5893984-ex101.htm EXHIBIT 10.1

Exhibit 10.1

SETTLEMENT AGREEMENT

          Following a Court-Ordered mediation before the Honorable Judge Tevrizian (Ret.) of JAMS on January 6, 2009, in Los Angeles, CalAmp Corp., a Delaware corporation (“CalAmp”) and Rogers Corporation, a Massachusetts corporation (“Rogers”) enter into this Settlement Agreement.

1. The Parties agree to hereby settle lawsuit Case No. CV 07-03214 GHK (PJWx) (CD Cal) (the “Litigation”).
 
2. The Parties agree that, within three (3) business days following payment of the settlement amount, they will file a FRCP 41 stipulation to dismiss the Litigation, with prejudice, all parties to bear their own costs and all rights of appeal being waived.
 
3. The Parties acknowledge that Rogers admits no wrongdoing or liability for any claim, and that Rogers has agreed to settle this Litigation solely to avoid the time, expense and inconvenience of continued litigation.
 
4. Counsel for the parties shall notify the Court immediately that the case has settled pending execution of dismissal papers, and the parties agree to suspend all work on the case.
 
5. Rogers shall pay the sum of Nine Million Dollars ($9,000,000.00) to CalAmp, by wire transfer or otherwise, before the close of business on January 12, 2009. The Parties acknowledge that the funds paid by Rogers Corporation towards the resolution of this dispute do not include any financial payment to CalAmp arising from CalAmp’s damage claims of “lost profits” or “loss of goodwill”. The entire amount paid by Rogers is for tangible property damages incurred by CalAmp related to its settlement with EchoStar as set forth in its Settlement Agreement dated as of December 14, 2007. Without limiting the generality of the foregoing, this amount does not include attorneys’ fees, and each party shall bear its own attorneys’ fees and court costs.
 
6. “Affiliates” of a party shall mean each entity that is directly or indirectly controlled by or controls such party, where said control is the direct or indirect ownership of at least 50% of the stock or other equity interest, or to otherwise direct or influence the management policies.

7. Each party, on behalf of its current and former Affiliates, predecessors, successors, assigns, directors, officers, employees, agents, insurers, partners, and consultants (collectively, “Related Parties”), hereby releases the other party and its Related Parties from all claims, demands, disputes, or objections relating in any way to the allegations in the Litigation, or any other claims based in contract, tort, or other theories, whether known or unknown, that arise before the date of this Settlement Agreement. CalAmp represents and warrants that this settlement releases Rogers and its Related Parties from all claims of any kind relating to a Rogers laminate used in any CalAmp product through and including the date of this Settlement Agreement, and that CalAmp is not aware of any suit, claim or threat made or asserted by any third party against Rogers and/or such Related Parties relating to a Rogers laminate used in a CalAmp product shipped at any time through and including the date of this Settlement Agreement. CalAmp agrees to accept the aforesaid sum in full settlement and compromise of the Litigation and agrees that such payment shall fully and forever discharge and release all claims and causes of action, whether now known or now unknown, which CalAmp and/or its Related Parties may have against Rogers and/or its Related Parties. This settlement includes an express waiver of Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
 
8. Counsel for each of the parties to this agreement represents that he has fully explained to his client the legal effect of this agreement and of the Release and Dismissal with Prejudice provided for herein and that the settlement and compromise stated herein is final and conclusive forthwith, and each attorney represents that his client has freely consented to and authorized this agreement.
 
9. This agreement shall remain confidential except pursuant to mutual consent, Order of Court, or on need-to-know basis for bankers, lenders, auditors, or as required in public filings by the Securities and Exchange Commission or other securities regulator. The parties will agree to terms of separate press releases indicating that the case has settled without any admission of fault or liability by Rogers.
 
10. The parties agree that this Settlement Agreement shall be interpreted under the laws of California, without application of the conflicts of laws provisions thereof.
 
11. This agreement constitutes the full and entire agreement between the parties with regard to the subject matter hereof, and supersedes any and all prior oral or written agreements and understandings with regard to such subject matter. In case any provision of this agreement shall be invalid, illegal or unenforceable, such provision shall be reformed to the extent necessary to permit enforcement thereof, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Both parties acknowledge that damages at law may be an inadequate remedy for the breach or threatened breach of this agreement and that, in the event of a breach or threatened breach by a party of any provision hereof, the other party's rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, in addition to and not in lieu of any rights to damages at law or other rights provided by statute or otherwise for a breach or threatened breach of any provision hereof.

12. This agreement shall be binding on and inure to the benefit of the parties’ respective successors and assigns. Any provisions of California Evidence Code Sections 1115-1128 notwithstanding, this agreement is binding and may be enforced by a motion under Code of Civil Procedure Section 664.6 or by any other procedure permitted by law in the applicable state or federal court. Changes, amendments or modification in or additions to of any provision under or of this agreement may be made only by a written instrument executed by the parties thereto. No waivers shall be valid unless in writing and signed by the waiving party. All notices must be in writing and are deemed given when received, regardless of the means of transmission, except that notices sent via electronic mail (e-mailed) or faxed notices shall be valid only if their receipt is thereafter confirmed by the receiving party by return transmission or otherwise.

The undersigned representatives of the parties, thereunto duly authorized, and intending to be legally bound hereby, do execute this Settlement Agreement on behalf of the respective parties hereto as of the date first above set forth.

CalAmp Corp.

 

Rogers Corporation

 
 
 

By:

/s/ Richard B. Gold

By:

/s/ Robert D. Wachob

Printed Name:

Richard B. Gold

Printed Name:

Robert D. Wachob

Title:

President and CEO

Title:

President and CEO

Date:

Jan. 6, 2009

Date:

Jan. 6, 2009

EX-99.1 3 a5893984-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Announces Agreement to Settle Dispute with CalAmp Corp.

ROGERS, Conn.--(BUSINESS WIRE)--January 9, 2009--Rogers Corporation (NYSE: ROG) today announced an agreement with CalAmp Corp. (Nasdaq: CAMP) to settle the previously disclosed May 16, 2007 lawsuit filed by CalAmp alleging performance issues with one type of Rogers’ printed circuit board laminate material used by CalAmp.

Both parties acknowledged that Rogers admitted no wrongdoing or liability for any claim made by CalAmp. Rogers agreed to settle this litigation solely to avoid the time, expense and inconvenience of continued litigation.

Under the settlement reached through mediation mandated by the U.S. District court for the Central District of California, Rogers will pay CalAmp $9 million.

“Rogers is pleased to conclude this litigation” said Robert D. Wachob, Rogers’ President and CEO. “This settlement does not impact our customers or current products and we are looking forward to being able to now concentrate all of our resources on our ongoing business.”

Rogers Corporation (NYSE: ROG), headquartered in Rogers, CT, is a global technology leader in the development and manufacture of high performance, specialty-material-based products for a variety of applications in diverse markets including: portable communications, communications infrastructure, computer and office equipment, consumer products, ground transportation, aerospace and defense. Rogers operates manufacturing facilities in the United States (Arizona, Connecticut and Illinois), Europe (Ghent, Belgium) and Asia (Suzhou, China). In Asia, the Company maintains sales offices in Japan, China, Taiwan, Korea and Singapore. Rogers has joint ventures in Japan and China with INOAC Corporation, in Taiwan with Chang Chun Plastics and in the U.S. with Mitsui Chemicals.

The world runs better with Rogers. ® www.rogerscorp.com

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 9, 2009 and Rogers undertakes no duty to update this information unless required by law.

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

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