-----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, GBaA6WMGWlJWpaRZmcnWy5txxF6jyc5/Lgeh1qXAdmKgemziEU0u5NQmTBHiYYnB ou0+JcnUG79xUcAkcyrHuQ== 0001157523-09-002290.txt : 20090324 0001157523-09-002290.hdr.sgml : 20090324 20090324123139 ACCESSION NUMBER: 0001157523-09-002290 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090323 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090324 DATE AS OF CHANGE: 20090324 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: 09700762 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 a5924285.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):
March 23, 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 1.01     Entry into a Material Definitive Agreement.

On March 23, 2009, Rogers Corporation (the “Registrant”) entered into an Asset Purchase Agreement (the “Agreement”) with MTI Global Inc. (“MTI Global”), a Canadian company publicly traded on the Toronto Stock Exchange (TSX: MTI) and its wholly-owned subsidiaries (the “Subsidiaries”), MTI Specialty Silicones Inc., a Delaware corporation, and MTI Leewood Germany GmbH, a corporation organized under laws of Germany.  Under the Agreement, the Registrant, and/or its designated subsidiaries, has agreed to purchase, subject to satisfaction of certain conditions to closing described in the Agreement, substantially all of the assets of the Subsidiaries used in MTI Global’s silicones business, including product lines, technology, and manufacturing equipment located at the Subsidiaries’ Bremen, Germany, and Richmond, Virginia, USA plant sites.  The aggregate purchase price for the purchased assets is US $7.4 Million.  The parties expect the transaction to close in the second quarter of 2009.

As a condition to closing, US $650,000 of the aggregate purchase price will be placed into escrow to cover indemnification obligations, with US $150,000 to be released from escrow 90 days after the closing, and the remaining US $500,000 to be released from escrow 12 months following the closing. Additionally, the parties will enter into non-competition and non-solicitation and transitional services agreements, among other ancillary documents.

In a Press Release dated March 24, 2009, the Registrant announced the signing of the Agreement. A copy of the Registrant's Press Release is furnished herewith and attached hereto as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

(d)       Exhibits

99.1                 Press Release, dated March 24, 2009, 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:

March 24, 2009

EX-99.1 2 a5924285ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation to Acquire Assets of MTI Global Inc. Silicones Business

ROGERS, Conn.--(BUSINESS WIRE)--March 24, 2009--Rogers Corporation (NYSE: ROG) announced today that it has signed an agreement to acquire certain assets of MTI Global Inc.’s (Toronto: MTI.TO) silicones business for US $7.4 million. Sales associated with these assets were approximately US $21 million in 2008. These assets include product lines, technology, and manufacturing equipment at MTI Global Inc.’s Bremen, Germany, and Richmond, Virginia, USA, plant sites. The parties expect the transaction to close during the second quarter of 2009.

Rogers plans to integrate the business into its BISCO® silicones operating unit that is part of the High Performance Foams Division, located in Carol Stream, Illinois. Rogers currently plans to consolidate operations into the Carol Stream and Bremen sites over the next twelve months.

Pete Kaczmarek, Vice President of Rogers’ High Performance Foams Division, commented, “MTI Global Inc. has established a solid presence as a solutions provider in several key markets that Rogers is targeting for future growth, including aerospace, mass transit and other markets requiring high reliability, high performance materials. The addition of the product lines from MTI Global Inc.’s Bremen and Richmond sites will add depth and breadth to our portfolio of solutions for customers in these markets. We believe that Rogers’ worldwide market presence can significantly expand the opportunities for the existing products, and we plan to leverage the acquired technologies to create even more innovative materials solutions in collaboration with our global customers and channel partners.”

Rogers has targeted its High Performance Foams Division for continued strategic investment to increase its global leadership in sealing, cushioning, isolation, and energy management solutions for customers requiring innovative materials, ease of design, and reliable end-use performance.

Rogers Corporation, 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, Rogers’ 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 Co., Ltd. and in the U.S. with Mitsui Chemicals, Inc.

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 from the Rogers Corporation 2008 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 March 24, 2009 and Rogers undertakes no duty to update this information unless required by law.

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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