-----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, HXvqi6TNnTGhzcUidkQn8CVEdV5hpwG2/iPWGBdlevb9XBRhzpXQ9GH5hVmL64Hy AmkbmiPSXv6+2S4sHUhc2g== 0001157523-11-000012.txt : 20110103 0001157523-11-000012.hdr.sgml : 20101231 20110103080339 ACCESSION NUMBER: 0001157523-11-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110103 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110103 DATE AS OF CHANGE: 20110103 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: 11500191 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 a6558648.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):
January 3, 2011

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 7.01        Regulation FD Disclosure.

On January 3, 2011, Rogers Corporation issued a press release announcing that it has signed a definitive agreement to acquire 100 percent of the stock of Curamik Electronics GmbH, a manufacturer of power electronic substrate products headquartered in Eschenback, Germany for €116 million (subject to closing adjustments).  The acquisition will be financed in part by borrowings under existing bank credit facilities.  A copy of the press release is furnished with this report as Exhibit 99.1.

Rogers Corporation will host a conference call to discuss the acquisition commencing at 4:00 PM EST on Monday, January 3, 2011.  Information related to participating in the conference call, listening to a live webcast of the call, and, after the call has been completed, accessing an audio archive of the call is set forth in Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company 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.

(d) Exhibits

Exhibit No.

 

Description

 
99.1 Press release issued by Rogers Corporation dated January 3, 2011.

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 3, 2011

EX-99.1 2 a6558648ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Announces Agreement to Acquire Curamik Electronics GmbH

Conference Call to Discuss Announcement Today at 4:00pm EST

ROGERS, Conn.--(BUSINESS WIRE)--January 3, 2011--On December 31, 2010, Rogers Corporation (NYSE: ROG) signed a definitive agreement to acquire 100% of the stock of Curamik Electronics GmbH, a manufacturer of power electronic substrate products headquartered in Eschenbach, Germany, for €116 million (subject to closing adjustments). The acquisition will be financed through a combination of borrowings under existing bank credit facilities and cash and is expected to close this week.

Curamik, founded in 1983, is the worldwide leader for development and production of direct copper bonded (DCB) ceramic substrate products used in the design of intelligent power management devices, such as Insulated Gate Bipolar Transistor (IGBT) modules. These devices enable a wide range of products including highly efficient industrial motor drives, wind and solar energy converters and hybrid electric vehicle drive systems. Most of Curamik’s products are manufactured using state-of-the-art automated processes in its facility located in Eschenbach, Germany.

Robert C. Daigle, Rogers’ Senior Vice President and Chief Technology Officer commented; “This is an exciting acquisition for Rogers. Curamik is a recognized market-leader in power electronic substrate products for the sustainable energy market. This acquisition is a significant complement to our existing power electronic product portfolio, which includes our Power Distribution Systems and Thermal Management Solutions businesses”.

Rogers' current strategy includes targeting three key strategic markets to drive its future success: sustainable energy, the internet, and mass transit. This acquisition is part of the Company’s plan to add new growth platforms in these targeted strategic markets as over 90% of Curamik’s sales serve these markets with the majority in the high growth sustainable energy market, primarily in Europe. Rogers expects to be able to significantly increase Curamik’s presence in both North America and Asia through Rogers’ existing infrastructure.

Robert D. Wachob, Rogers’ President and Chief Executive Officer commented; “Curamik fits Rogers’ strategy very well as they are both the market and technology leader in power electronic substrate products. I currently expect Curamik to add $115 to $125 million in sales and $0.20 to $0.30 in net earnings per diluted share to our results in 2011 and to provide significant opportunities for future growth as the markets Curamik participates in are projected to grow at approximately a 15% rate over the next several years”.

Rogers’ management will host a conference call today, Monday, January 3, 2011 at 4:00pm EST to discuss this announcement. To participate in the teleconference please call 1-800-574-8929 toll free in the U.S. or 1-973-935-8524 from outside the U.S. There is no pass code for the teleconference.

For interested parties who do not wish to ask questions, the call is being webcast live by Thomson Reuters and may be accessed through the Rogers website at http://www.rogerscorp.com/ir.


If you are unable to participate during the live teleconference, the call will be archived until Monday, January 10, 2011. The audio archive can be accessed by calling 1-800-642-1687 in the U.S. or 1-706-645-9291 from outside the U.S. The pass code for the audio replay is 27463582. To access the archived audio online, please visit the Rogers website and click on the webcast link.

About Rogers Corporation

Rogers Corporation (NYSE:ROG) is a global technology leader in specialty materials and components that enable high performance and reliability of consumer electronics, power electronics, mass transit, sustainable energy, and telecommunications infrastructure. With more than 175 years of materials science and process engineering knowledge, Rogers provides product designers with solutions to their most demanding challenges. Rogers’ products include advanced circuit materials for high-speed digital, power amplifiers, antenna and radar systems; power electronics for high-voltage rail traction, hybrid-electric vehicles, wind and solar power conversion; and high performance foams for sealing and energy management in smart phones, aircraft and rail interiors, automobiles and apparel; and other advanced materials for diverse markets including defense, consumer products, and computers. Headquartered in Connecticut (USA), Rogers operates manufacturing facilities in the United States, Belgium, China, Germany, and South Korea, with joint ventures and sales offices worldwide. For more information, visit www.rogerscorp.com.

Safe Harbor Statement

Statements in this news release that are not strictly historical, including without limitation projections of the impact of the acquisition on Rogers sales and earnings, 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 the uncertainties and risks. These uncertainties and risks include, but are not limited to, the possibility that expected benefits of the acquisition may not materialize as expected, general economic conditions, market demand and pricing, competitive and cost factors, rapid technological change, new product introductions, legal proceedings, and the like. Forward looking statements in this press release should be evaluated together with these as well as the other uncertainties that affect Rogers Corporation’s business, particularly those discussed in its 2009 Form 10-K and subsequent Quarterly Reports on Form 10-Q 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 January 3, 2011 and Rogers undertakes no duty to update this information unless required by law.

CONTACT:
Investor Relations Contact:
Rogers Corporation
William J Tryon, 860-779-4037
Fax: 860-779-5509
william.tryon@rogerscorporation.com
www.rogerscorp.com

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