-----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, NmwXPuG8gKLgNbnutzCBsRVibAe0QPf3VjuFOrhv8KbBKkfqSMvbHBKOPYTm3QXJ A38yED/n+4PldYgDs3EHYA== 0001157523-09-003309.txt : 20090504 0001157523-09-003309.hdr.sgml : 20090504 20090504080322 ACCESSION NUMBER: 0001157523-09-003309 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090430 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090504 DATE AS OF CHANGE: 20090504 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: 09791563 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 a5955383.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):
April 30, 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, 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.  On April 30, 2009, the transaction closed (the “Closing”).  In connection with the Closing, on April 30, 2009, the parties amended the Agreement by entering into an Amendment to Asset Purchase Agreement (the “Amendment”).   The Amendment revised certain provisions of the Agreement relating to the assets being acquired, allocation of the purchase price, and closing conditions.  

The aggregate purchase price for the purchased assets is US $7.4 Million.  

As a condition to the Closing, US $650,000 of the aggregate purchase price was 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, in connection with the Closing, the parties entered into non-competition and non-solicitation and transition services agreements, among other ancillary documents.

In a Press Release dated May 4, 2009, the Registrant announced the Closing. 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 May 4, 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:

May 4, 2009

EX-99.1 2 a5955383ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Completes Acquisition of MTI Global Inc. Silicones Business Assets

ROGERS, Conn.--(BUSINESS WIRE)--May 4, 2009--Rogers Corporation (NYSE: ROG) announced today that on April 30, 2009, it completed the transaction on the previously announced intent to acquire certain assets of MTI Global Inc.’s (Toronto: MTI.TO) silicones business for US $7.4 million. These assets include product lines, technology, and manufacturing equipment at MTI Global Inc.’s Bremen, Germany and Richmond, Virginia, USA, plant locations.

Robert D. Wachob, Rogers’ President and CEO commented; “I am pleased to complete this acquisition as it provides the Company with opportunities to grow our current high performance silicone products and expand on the newly acquired technologies. This will enhance our portfolio of innovative materials solutions into existing and new markets to assist in the overall growth of the Company.”

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 May 4, 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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