-----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, BFmHRQ7Rh/BErwu7Kx3yuKcwrbLMaJBsCdVUKC4EIYDuT4mxz8jHpuytT8WOfVn5 n62TCkV1wyJUvWB4nQ3b8g== 0001157523-10-000077.txt : 20100107 0001157523-10-000077.hdr.sgml : 20100107 20100107160525 ACCESSION NUMBER: 0001157523-10-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100107 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100107 DATE AS OF CHANGE: 20100107 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: 10515015 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 a6135154.htm ROGERS CORP. 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 7, 2010

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 2.02        Results of Operations and Financial Condition.

In a Press Release dated January 7, 2010, the Registrant issued guidance for the full year 2010 and announced an update to its fourth quarter 2009 revenue guidance.  A copy of the press release is furnished herewith as Exhibit 99.1

All information in this Form 8-K and the Exhibit attached hereto, including guidance or any other forward-looking statements, speaks as of  January 7, 2010, and the Registrant undertakes no duty to update this information to reflect subsequent events, actual results or changes in the Registrant’s expectations, unless required by law.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 7.01        Regulation FD Disclosure

In a Press Release dated January 7, 2010, the Registrant issued guidance for the full year 2010 and announced an update to its fourth quarter 2009 revenue guidance.  A copy of the press release is furnished herewith as Exhibit 99.1

All information in this Form 8-K and the Exhibit attached hereto, including guidance or any other forward-looking statements, speaks as of  January 7, 2010, and the Registrant undertakes no duty to update this information to reflect subsequent events, actual results or changes in the Registrant’s expectations, unless required by law.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 7, 2010, issued by Rogers Corporation (furnished herewith pursuant to Item 2.02 and 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 7, 2010

EX-99.1 2 a6135154ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Issues Guidance for the Full Year 2010 and Updates Sales Guidance for the Fourth Quarter of 2009

ROGERS, Conn.--(BUSINESS WIRE)--January 7, 2010--Rogers Corporation (NYSE:ROG) today announced guidance for the full year 2010. The Company has not historically provided annual guidance, but in light of the unprecedented economic climate of the last year it believes it is prudent to provide initial guidance for 2010. The Company believes 2010 sales will be about $320 million, an increase of approximately $28 million over 2009. At these sales volumes under 2009’s expense structure, earnings per share would have been expected to exceed $1.50 per share. However, the Company estimates it will incur incremental expenses in 2010 compared to 2009 of approximately $5 million due to the resumption of compensation increases and incentive programs for employees, which were suspended in 2009 due to the downturn in the business. All other expected cost increases are anticipated to be balanced by planned efficiency improvements. Additionally, the Company expects an increase in tax expense amounting to approximately $3 million, due to the non-recurrence of certain one-time adjustments that benefited 2009 and an increase in tax rates in certain Asian jurisdictions for 2010. Therefore, the Company’s 2010 full year diluted earnings per share is projected to be in the range of $1.00. The Company does not intend to update this annual guidance during the year but will provide quarterly guidance, as it has done in the past, during the remainder of 2010.

For the fourth quarter of 2009, the Company is currently in its year-end closing process and expects that sales for the quarter will be approximately $78 million, which exceeds the previously announced guidance of $73-$77 million in revenues. The Company is not in a position to provide updated earnings per share guidance because it is in the early stages of its closing process and year-end audit procedures. The Company’s previously issued fourth quarter 2009 guidance was $0.30-$0.36 per diluted share, including $0.05 per diluted share of one-time costs associated with the integration of the silicone foams business acquired during the second quarter of 2009.

Robert D. Wachob, President and CEO commented, “We see uneven signs of recovery around the world. This causes us to remain cautious and continue to keep a tight rein on our expense levels. However, we have spent considerable effort over the past several years to develop our people and in order to remain competitive we must ensure that we retain and properly motivate our employees. As a result we believe it is necessary to resume merit increases and annual incentive plans in 2010. Our results in the third quarter make it quite clear that earnings are highly leveraged to sales. If the world economies and our customers in particular do better than projected, then the resulting incremental sales increase could cause earnings to rise very quickly. Although 2009 was a very challenging year, the team at Rogers met those challenges and we ended the year with sales rebounding from the depressed levels of the first half of 2009. We are well positioned at the beginning of 2010, our markets have stabilized, and we are poised to take advantage of any growth opportunities that arise.”


The Company expects to report its fourth quarter and full year 2009 results during the week of February 15, 2010.

About Rogers Corporation

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, Illinois and Virginia), Europe (Ghent, Belgium and Bremen, Germany) 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 US with Mitsui Chemicals, Inc.

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

Safe Harbor Statement

Statements in this news release other than historical facts, including without limitation statements regarding the Company’s business strategy, future results of operations and financial position, and plans and objectives of management, are 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 risks and uncertainties that could cause results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include economic conditions, market demand and pricing, competitive and cost factors, rapid technological change, new product introductions, legal proceedings, and other risk factors described in the Company’s Form 10-K for the fiscal year ended December 31, 2008 with the Securities and Exchange Commission (SEC) and other Company filings with the SEC. All information in this press release is as of January 7, 2010 and Rogers undertakes no duty to update this information unless required by law.

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
www.rogerscorp.com

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