-----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, QBKlyE/DJjycD1jvpRSYrAFCv5bFZmHZyrla8/3PHtnhzQo3VQPGI+Q9uEaTceff zLF6GESOhNVcuc0ImdttGA== 0001157523-10-001843.txt : 20100331 0001157523-10-001843.hdr.sgml : 20100331 20100331160632 ACCESSION NUMBER: 0001157523-10-001843 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100331 DATE AS OF CHANGE: 20100331 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: 10719154 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 a6234593.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 31, 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, 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.  

On March 31, 2010, the transaction closed (the “Closing”).  

The aggregate purchase price for the purchased stock and assets is Twenty-Nine Million One Hundred Thirty-Five Thousand Dollars (U.S. $29,135,000).

In a Press Release dated March 31, 2010, 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 March 31, 2010, 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 31, 2010

EX-99.1 2 a6234593_ex991.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Completes Acquisition of SK Utis Co., Ltd.

ROGERS, Conn.--(BUSINESS WIRE)--March 31, 2010--Rogers Corporation (NYSE: ROG) announced today that it has closed on the transaction to acquire SK Utis Co., Ltd., a high performance polyurethane foam business, from SK Chemicals Co., Ltd. of South Korea.

As previously announced on March 23, 2010, Rogers signed an agreement to acquire the intellectual property, technology assets and stock of SK Utis Co., Ltd. for US $29.1 million. Under the agreement, Rogers paid US $26.0 million upon closing to acquire all of the intellectual property, technology assets and a 90% majority equity share of SK Utis from SK Chemical and will acquire the final 10% share in two years at a fixed price of US $3.1 million.

Rogers will incorporate the business into its High Performance Foams Division, a world leader in sealing, cushioning, isolation, and energy management solutions for customers worldwide, and continue to operate the newly acquired manufacturing unit, located in Ansan, South Korea. The High Performance Foams Division currently has manufacturing locations in Woodstock, Connecticut USA, Carol Stream, Illinois USA, Bremen, Germany, and, in partnership with the INOAC Corporation of Japan, in Mie and Taketoyo, Japan and Suzhou, China.

Robert D. Wachob, Rogers’ President and CEO commented; “I am pleased to complete this acquisition as it provides the Company with opportunities to grow one of its core strategic businesses, the High Performance Foams Division, as well as gain access to a vibrant, growing market in South Korea.”

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 and Ansan, South Korea). 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 31, 2010 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
www.rogerscorp.com

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