-----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, GNlYZnhFX4jE4E8dcOZGo3QmMTOZtAwykJdJWdK0hvWDXYdSPC0lSNlHs1H9kUuc 5l/lzgb6bd/iPjkPjv5DhQ== 0001157523-10-001681.txt : 20100323 0001157523-10-001681.hdr.sgml : 20100323 20100323163121 ACCESSION NUMBER: 0001157523-10-001681 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100323 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100323 DATE AS OF CHANGE: 20100323 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 10699588 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 a6225268.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):
March 23, 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 1.01     Entry into a Material Definitive Agreement.

On March 23, 2010, Rogers Corporation (the “Registrant”) entered into an Acquisition Agreement (the “Agreement”) with SK Chemicals Co., Ltd., a company organized and existing under the laws of the Republic of Korea (“SK Chemicals”) and SK Utis Co., Ltd., a company organized and existing under the laws of the Republic of Korea, a wholly-owned subsidiary of SK Chemicals, and which also serves as SK Chemicals high performance polyurethane foam manufacturing unit located in Ansan, South Korea (“SK Utis”).  Under the Agreement, the Registrant, and/or its designated subsidiaries, has agreed to purchase from SK Chemicals all of the stock of SK Utis, 90% upon closing and the remaining 10% two years later, and assets of the SK Chemicals used in SK Utis operations, which include product lines, technology, and manufacturing equipment used in the development of polyurethane foam materials which are located at the Ansan, South Korea, plant site, for an aggregate of Twenty-Nine Million One Hundred Thirty-Five Thousand Dollars (U.S. $29,135,000).  The parties expect the transaction to close within the next few weeks.

In a Press Release dated March 23, 2010, the Registrant announced the signing of the Agreement. The Registrant's Press Release is furnished herewith as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

(d)       Exhibits

99.1               Press Release, dated March 23, 2010, issued by the Registrant.



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 23, 2010

EX-99.1 2 a6225268ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Announces Agreement to Acquire SK Utis Co., Ltd.

ROGERS, Conn.--(BUSINESS WIRE)--March 23, 2010--Rogers Corporation (NYSE: ROG) announced today that it has signed an agreement with SK Chemicals Co. Ltd. of South Korea, to acquire SK Utis Co., Ltd., its high performance polyurethane foam manufacturing unit located in Ansan, South Korea. The parties expect the transaction to close within the next few weeks.

The total purchase price for the intellectual property, technology assets and stock of SK Utis Co., Ltd. is US $29.1 million. The agreement calls for Rogers to acquire a 90% majority share of SK Utis from SK Chemicals immediately upon close, and the final 10% share two years later. During the period of the partnership, Rogers and SK Chemicals will work together to ensure a successful transition of the business for customers and employees.

Rogers plans to bring the business into its High Performance Foams Division, a world leader in sealing, cushioning, isolation, and energy management solutions for customers worldwide. The High Performance Foams Division currently has manufacturing locations in Woodstock, Connecticut US, Carol Stream, Illinois US, Bremen, Germany, and, in partnership with the INOAC Corporation of Japan, in Mie and Taketoyo, Japan and Suzhou, China.

SK Utis Co., Ltd., established in 2005, has quickly grown into a high-quality supplier of polyurethane foam solutions for portable communications, entertainment, and industrial applications to leading Korea-based OEMs. Sales in 2009 were approximately US $12 million.

Peter G. Kaczmarek, Senior Vice President of Rogers, commented, “SK Utis has established a solid presence as a solutions provider in several key markets that Rogers is targeting for continued growth, including Mobile Internet Devices, High Definition TV, and other markets requiring high reliability, high performance materials. SK Utis also has excellent relationships with some of the fastest growing makers of these products, and the acquisition extends Rogers' worldwide presence into the dynamic Korean marketplace. We are looking forward to working closely with SK Chemicals to continue and enhance these relationships."

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 who require innovative materials, ease of design, and reliable end-use performance.

About Rogers Corporation

Rogers Corporation, headquartered in Rogers, Connecticut US, 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 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, 2009 filed with the Securities and Exchange Commission (SEC) and other Company filings with the SEC. All information in this press release is as of March 23, 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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