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):
July
12, 2013
ROGERS
CORPORATION
(Exact
name of Registrant as specified in Charter)
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Massachusetts |
1-4347 |
06-0513860 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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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 July 12, 2013, Rogers Corporation (the "Company") approved the entering into of its standard form of Indemnification Agreement for Company Directors with Ganesh Moorthy, the Company's new Director, which provides that, among other things, the Company will indemnify Mr. Moorthy against certain liabilities that may arise by reason of his status or service as a Director of the Company, and that the Company will advance to him the expenses incurred as a result of a proceeding as to which he 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.
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ITEM 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 12, 2013, the Board of Directors of the Company voted to increase the current size of the Board of Directors from eight to nine members and then appointed Ganesh Moorthy as a new Director of the Company. Mr. Moorthy will serve as a Director until the next annual meeting of shareholders and thereafter until his successor is chosen and qualified.
Mr. Moorthy has served as Chief Operating Officer for Microchip Technology Incorporated, a leading provider of microcontroller, mixed-signal, analog, memory and Flash-IP solutions, since June 2009. He served as Executive Vice President of Microchip from October 2006 to June 2009. From November 2001 to October 2006, Mr. Moorthy served as Vice President of several Microchip divisions.
Since 2010, he has served as a member of the Board of Directors of Hua-Hong Grace Semiconductor in Shanghai, China. He is also a member of the University of Washington’s Electrical Engineering Board of Advisors.
| ITEM 7.01 | Regulation FD Disclosure. |
On July 17, 2013, the Company issued a press release announcing the appointment of Mr. Moorthy as a new Director 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.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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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. |
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99.1 |
Press release, dated July 17, 2013 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.
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ROGERS CORPORATION |
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By: |
/s/ Robert M. Soffer |
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Robert M. Soffer |
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Vice President and Secretary |
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Date: July 17, 2013 |
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Exhibit 99.1
Rogers Corporation Appoints Ganesh Moorthy to Its Board of Directors
ROGERS, Conn.--(BUSINESS WIRE)--July 17, 2013--Rogers Corporation (NYSE: ROG) today announced that its Board of Directors appointed Ganesh Moorthy to serve as a member of the Company’s Board. This addition fills a vacancy on the Board due to a recent director retirement.
Mr. Moorthy is Chief Operating Officer of Microchip Technology Incorporated, a NYSE listed company. Microchip Technology Inc. is a leading provider of microcontroller and analog semiconductors, providing low-risk product development, lower total system cost and faster time to market for thousands of diverse customer applications worldwide. Mr. Moorthy has held a number of positions with Microchip since 2001, including Vice President of several Microchip divisions and Executive Vice President.
“We are very pleased to have Ganesh Moorthy join Rogers Board of Directors," said Bruce Hoechner, President and Chief Executive Officer of Rogers Corporation. "Mr. Moorthy’s extensive background in a number of our key industries and his global expertise in business and technology leadership make him an excellent addition to our Board.”
About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global technology leader in specialty materials and components for consumer electronics, power electronics, mass transit, clean technology, and telecommunications infrastructure. With more than 180 years of materials science and engineering experience, Rogers provides product designers with solutions to help them power, protect and connect our world with greater reliability, efficiency and performance. Rogers’ three core businesses include Power Electronics Solutions for high-voltage rail traction, energy efficient motor drives, wind and solar power conversion; High Performance Foams for cushioning, sealing and impact protection in tablets and smart phones, aircraft, rail and automotive interiors, sporting goods, apparel and gear; and Printed Circuit Materials for wireless infrastructure, power amplifiers, smart antennas, and radar systems for automotive and defense applications. Headquartered in Connecticut (USA), Rogers operates manufacturing facilities in the United States, China, Germany, Belgium, Hungary and South Korea, with joint ventures and sales offices worldwide. For more information, visit www.rogerscorp.com.
Safe Harbor Statement
Statements in this press release, including but not limited to projections of financial results 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 uncertainties and risks. These uncertainties and risks include, but are not limited to, changing business, economic, and political conditions both in the United States and in other countries, particularly in light of the global sovereign debt issues, market demand and pricing, the possibility that anticipated benefits of acquisitions may not materialize as expected, competitive and cost factors, unanticipated delays or problems in completing our planned operational enhancements to various facilities, 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 and risks that affect Rogers Corporation’s business, particularly those discussed in its most recent Forms 10-K and 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 July 17, 2013 and Rogers undertakes no duty to update this information unless required by law.
CONTACT:
Rogers Corporation
Investor Contact:
William J.
Tryon, 860-779-4037
Director of Investor and Public Relations
Fax: 860-779-5509
william.tryon@rogerscorp.com
or
Website
Address:
http://www.rogerscorp.com