-----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, AIzwmSZn+9e0HqVHXa06vU0W960WAYosxfzf0Z6Bgc5CiOG81gCMU/aTz2edO2Bw 5zbjq/qB3t4MZmLF00z51w== 0001157523-10-003678.txt : 20100615 0001157523-10-003678.hdr.sgml : 20100615 20100615130255 ACCESSION NUMBER: 0001157523-10-003678 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100615 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100615 DATE AS OF CHANGE: 20100615 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: 10896892 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 a6328555.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) June 15, 2010

ROGERS CORPORATION

(Exact name of registrant as specified in its 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)

Zip Code

(Registrant’s telephone number, including area code) (860) 774-9605

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:

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 June 15, 2010, Rogers Corporation (the "Company") approved the entering into of its standard form of Indemnification Agreement for Company Directors with Michael F. Barry and Peter C. Wallace, the Company's two new Directors, which provides that, among other things, the Company will indemnify each of Mr. Barry and Mr. Wallace against certain liabilities that may arise by reason of each of their status or service as a Director of the Company, and that the Company will advance to each of them the expenses incurred as a result of a proceeding as to which either or both may be indemnified.

The above description is qualified in its entirety by the terms of the Form of Indemnification Agreement (Director Form), a copy of which has been previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on December 14, 2004, and is incorporated herein by reference.

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2010, the Board of Directors of the Company voted to increase the current size of the Board of Directors from eight to ten members and appointed Michael F. Barry and Peter C. Wallace as new Directors of the Company.  They each will serve as a Director until the next annual meeting of shareholders and thereafter until his successor is chosen and qualified.

Mr. Barry is Chairman, Chief Executive Officer and President of Quaker Chemical Corporation, a New York Stock Exchange listed company (“Quaker”).  Quaker is a leading global provider of process chemicals, chemical specialties, services and technical expertise to a wide range of industries – including steel, automotive, mining, aerospace, tube and pipe, coatings and construction materials.  Mr. Barry has been Quaker’s Chief Executive Officer and President since October 2008.  Mr. Barry has held a number of other positions with Quaker since 1998, including Senior Vice President and Managing Director – North America from January 2006 to October 2008, Senior Vice President and Global Industry Leader – Metalworking and Coatings from July 2005 through December 2005 and Vice President and Global Industry Leader – Industrial Metalworking and Coatings from January 2004 through June 2005.

Mr. Wallace is President and Chief Executive Officer of Robbins & Meyers, Inc., a New York Stock Exchange listed company (“Robbins & Meyers”). Robbins & Meyers is a leading supplier of engineered equipment and systems for critical applications in global energy, industrial chemical and pharmaceutical markets.  Mr. Wallace has been President and Chief Executive officer of Robbins & Meyers since July 2004 and prior to this, he was President and Chief Executive Officer of IMI Norgren Group from October 2001 to July 2004. Prior to working with IMI Norgren Group, Mr. Wallace was employed by Rexnord Corporation for 25 years where he most recently served as President and Group Chief Executive from 1998 to 2001. Mr. Wallace is also Director of Applied Industrial Technologies, Inc., a New York Stock Exchange listed company.

ITEM 7.01

Regulation FD Disclosure.

On June 15, 2010, the Company issued a press release announcing the appointment of Mr. Barry and Mr. Wallace as new Directors of the Company.  The press release is furnished as Exhibit 99.1 hereto and is incorporated by reference.

The information furnished in this report in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


ITEM 9.01

Financial Statements and Exhibits

(c) Exhibits.

 

Exhibit No.

Description

 
10.1 Form of Indemnification Agreement (Director Form), previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on December 14, 2004, and incorporated herein by reference.
 
99.1 Press release by Rogers Corporation dated June 15, 2010 announcing the election of Michael F. Barry and Peter C. Wallace as new Directors of the Company (furnished pursuant to 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/ Robert M. Soffer

 

Robert M. Soffer

 

Vice President and Secretary

 

Date: June 15, 2010

EX-99.1 2 a6328555-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Appoints Michael F. Barry and Peter C. Wallace to Its Board of Directors

ROGERS, Conn.--(BUSINESS WIRE)--June 15, 2010--Rogers Corporation (NYSE:ROG) today announced that its Board of Directors appointed Michael F. Barry and Peter C. Wallace to serve as members of the Company’s Board. These additions fill a vacancy on the Board due to a recent director retirement and add an additional director in preparation of a planned retirement of a Board member in May of 2011.

Mr. Barry is Chairman, Chief Executive Officer and President of Quaker Chemical Corporation, a NYSE listed company. Quaker Chemical Corporation is a leading global provider of process chemicals, chemical specialties, services and technical expertise to a wide range of industries – including steel, automotive, mining, aerospace, tube and pipe, coatings and construction materials. Mr. Barry has held a number of positions with Quaker since 1998, including Chief Financial Officer, and Global Industry Leader – Industrial Metalworking and Coatings, and Senior Vice President and Managing Director – North America.

Mr. Wallace is President and Chief Executive Officer of Robbins & Meyers, Inc., a NYSE listed company. Robbins & Meyers, Inc. is a leading supplier of engineered equipment and systems for critical applications in global energy, industrial chemical and pharmaceutical markets. Mr. Wallace has been President and Chief Executive Officer of Robbins & Meyers since July 2004 and prior to this, he was President and Chief Executive Officer of IMI Norgren Group from October 2001 to July 2004. Prior to this Mr. Wallace was employed by Rexnord Corporation for 25 years where he served as President and Group Chief Executive from 1998 to 2001. Mr. Wallace is also director of Applied Industrial Technologies, Inc.

Robert D. Wachob, Rogers’ President and CEO commented; “Both Mr. Barry and Mr. Wallace bring a wealth of knowledge and experience to the Board and we look forward to working with them”.

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, 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, South Korea and Singapore. Rogers has joint ventures in Japan and China with INOAC Corporation and in Taiwan with Chang Chun Plastics Co., Ltd.

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 2009 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 June 15, 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
or
Website Address:
www.rogerscorp.com

-----END PRIVACY-ENHANCED MESSAGE-----