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
9, 2018
ROGERS
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Massachusetts |
1-4347 |
06-0513860 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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2225 W. Chandler Blvd., Chandler, Arizona 85224 |
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(Address of principal executive offices) (Zip Code) |
(480)
917-6000
(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:
⃞
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ⃞
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞
Item 7.01 Regulation FD Disclosure
On July 9, 2018, Rogers Corporation issued a press release announcing the acquisition of Griswold LLC, a leading manufacturer of custom-engineered cellular elastomer and high-performance polyurethane. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01 of this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, 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 dated July 9, 2018.
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/ Jay Knoll |
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Jay Knoll |
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Senior Vice President, Corporate Development, |
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General Counsel and Corporate Secretary |
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Date: July 9, 2018 |
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Page 3 of 3
Exhibit 99.1
Rogers Acquires Griswold LLC
CHANDLER, Ariz.--(BUSINESS WIRE)--July 9, 2018--Rogers Corporation (NYSE:ROG), a global leader in engineered material solutions, announced the acquisition of Griswold LLC, a leading manufacturer of custom-engineered cellular elastomer and high-performance polyurethane. Griswold’s products and solutions serve a variety of applications in the general industrial, electronics, automotive and consumer markets. Griswold’s custom-engineered cellular elastomer expands the product portfolio of Rogers’ Elastomeric Material Solutions (“EMS”) segment, while Griswold’s high-performance polyurethane products increase Rogers’ existing EMS capabilities.
“Griswold LLC is an outstanding strategic fit with Rogers’ Elastomeric Material Solutions business. This acquisition demonstrates continued execution on synergistic M&A, a core element of our strategy,” said Bruce Hoechner, Rogers’ President and Chief Executive Officer. “Like our recent DeWAL and Diversified Silicone Products acquisitions, the Griswold acquisition builds on our existing EMS platform of highly engineered materials and adds new products and capabilities to our EMS portfolio. We are excited Griswold is now a part of Rogers Corporation, and our focus has turned to a successful integration in the months ahead.”
The transaction closed Friday July 6, 2018. Terms were not disclosed. Rogers’ expects the transaction to be accretive to 2019 earnings per share. Trailing twelve month revenues for Griswold were nearly $30 million, and Rogers plans for Griswold’s profitability to be comparable to EMS’ current product lines in 2020 and beyond.
About Rogers Corporation
Rogers Corporation (NYSE:ROG)
is a global leader in engineered materials to power, protect, and
connect our world. With more than 180 years of materials science
experience, Rogers delivers high-performance solutions that enable clean
energy, internet connectivity, and safety and protection applications,
as well as other technologies where reliability is critical. Rogers
delivers Power Electronics Solutions for energy-efficient motor drives,
e-Mobility and renewable energy; Elastomeric Material Solutions for
sealing, vibration management and impact protection in mobile devices,
transportation interiors, industrial equipment and performance apparel;
and Advanced Connectivity Solutions for wireless infrastructure,
automotive safety and radar systems. Headquartered in Arizona (USA),
Rogers operates manufacturing facilities in the United States, China,
Germany, Belgium, Hungary, and South Korea, with joint ventures and
sales offices worldwide.
About Griswold LLC
Griswold LLC is a leading
manufacturer of a wide range of high-performance engineered cellular
elastomer and microcellular polyurethane products and solutions. For
over 65 years, Griswold has built its business by collaborating with its
customers to fabricate customized solutions to meet their most intricate
design requirements. From vibration control to shock and impact
absorption, sealing to non-skid solutions, Griswold’s seasoned
engineering team’s deep expertise will create effective solutions and
meet unique functional requirements. Griswold is dedicated to ensuring
that its products and solutions contribute to the fastest possible speed
to market, while remaining cost effective and driving end-use success.
Safe Harbor Statement
This release contains
forward-looking statements, which may concern our plans, objectives,
outlook, goals, strategies, future events, future net sales or
performance, capital expenditures, financing needs, future
restructuring, plans or intentions relating to expansions, business
trends and other information that is not historical information. All
forward-looking statements are based upon information available to us on
the date of this release and are subject to risks, uncertainties and
other factors, many of which are outside of our control, which could
cause actual results to differ materially from the results discussed in
the forward-looking statements. Risks that could cause such results to
differ include: failure to capitalize on, and volatility within, the
Company's growth drivers, including advanced mobility and advanced
connectivity; business, economic and political conditions in the United
States and abroad, particularly in China, South Korea, Germany, Hungary
and Belgium, where we maintain significant manufacturing, sales or
administrative operations; fluctuations in foreign currency exchange
rates; research and development efforts; competitive developments;
business development transactions and related integration
considerations; the outcome of ongoing and future litigation, including
our asbestos-related product liability litigation; inability to obtain
raw materials from single or limited source suppliers in a timely and
cost effective manner; and changes in laws and regulations applicable to
our business. For additional information about the risks, uncertainties
and other factors that may affect our business, please see our most
recent annual report on Form 10-K and any subsequent quarterly reports
on forms 10-Q filed with the Securities and Exchange Commission. Rogers
Corporation assumes no responsibility to update any forward-looking
statements contained herein except as required by law.
Additional Information
For additional information,
please contact the Company directly, via email or visit the Rogers
website.
Website: http://www.rogerscorp.com
CONTACT:
Rogers Corporation
Investor contact:
Jack
Monti, 480-917-6026
jack.monti@rogerscorporation.com