UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May
21, 2019
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.) |
2225 W. Chandler Blvd.
Chandler, Arizona 85224
(Address of
Principal Executive Offices, and 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 (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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | ROG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
In a press release dated May 21, 2019, the Company commented on the U.S. Department of Commerce Entity list designation of Huawei Technologies Co. Ltd. and its Affiliates. 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 |
|
Press release, dated May 21, 2019, 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 |
||
|
(Registrant) |
||
|
|
||
|
Date: May 21, 2019 |
By: |
/s/ Michael M. Ludwig |
|
|
Michael M. Ludwig |
|
|
|
Senior Vice President, Chief Financial Officer and |
|
|
|
Principal Financial Officer |
|
Exhibit 99.1
Rogers Comments on U.S. Department of Commerce Entity List Designation of Huawei and Affiliates
CHANDLER, Ariz.--(BUSINESS WIRE)--May 21, 2019--Rogers Corporation (NYSE:ROG) today commented that it has evaluated the recently issued U.S. Department of Commerce export control restrictions relating to Huawei Technologies Co. Ltd. and its affiliates (collectively, “Huawei”) and is implementing additional compliance processes for sales to Huawei’s fabricators and converters, which are Rogers’ direct customers. However, because of the uncertain impact of the new restrictions on Huawei’s global supply chain, it is unclear how demand for Rogers’ products may be affected. Accordingly, the Company is unable to determine what impact, if any, this may have on its financial performance for the second quarter of 2019. The Company will continue to monitor these developments and seek to maintain compliance with applicable laws.
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.
Safe Harbor Statement This release contains forward-looking statements, which concern our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, 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 and uncertainties that could cause such results to differ include: failure to capitalize on, volatility within, or other adverse changes with respect to the Company's growth drivers, including advanced mobility and advanced connectivity, such as delays in adoption or implementation of new technologies; uncertain 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; the ongoing trade policy dispute between the United States and China, as well as adverse changes in trade policy, tariff regulation or other trade restrictions; changes in policy related to the specific national security concern of Huawei as a telecommunications equipment supplier; fluctuations in foreign currency exchange rates; the results of our research and development efforts; adverse competitive developments; business development transactions and related integration considerations, including failure to realize, or delays in the realization of anticipated benefits of such transactions; the outcome of ongoing and future litigation, including our asbestos-related product liability litigation; inability to obtain raw materials, including commodities, from single or limited source suppliers in a timely and cost effective manner; uncertainties with regard to the timing, expense and cash outlays associated with the termination and settlement of the Rogers Corporation Defined Benefit Pension Plan; 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 reports filed with the Securities and Exchange Commission, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein except as required by law.
CONTACT:
Investor contact:
Steve Haymore
Phone:
480.917.6026
Email: investor.relations@rogerscorporation.com