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 22, 2005
Rogers Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 1-4347 06-0513860
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
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(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))
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ITEM 1.01 Entry into a Material Definitive Agreement
On June 22, 2005, Rogers Corporation (the "Company") approved the entering into
of its standard form of Indemnification Agreement for Company Directors with
Charles M. Brennan, III, the Company's new Director, which provides that, among
other things, the Company will indemnify Mr. Brennan 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.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On June 22, 2005, the Board of Directors of the Company voted to increase the
current size of the Board of Directors from nine to ten members and appointed
Charles M. Brennan, III as a new Director of the Company. Mr. Brennan was also
appointed to the Audit Committee of the Board. Mr. Brennan will serve as a
Director until the next annual meeting of shareholders and thereafter until his
successor is chosen and qualified.
Mr. Brennan retired as Chairman and Chief Executive Officer of MYR Group Inc.
(formerly NYSE: MYR) in 2000. Currently he serves on the Board of Directors at
Dycom Industries, Inc. (NYSE: DY) where he is Chairman of the Audit Committee.
Mr. Brennan is eligible to participate in all compensation plans available to
the Company's other Directors. A summary of the compensation available to
Directors of the Company has been previously filed as Exhibit 10r-1 to the
Company's Quarterly Report on Form 10-Q, filed on May 9, 2005, and is
incorporated herein by reference.
ITEM 7.01 Regulation FD Disclosure
On June 22, 2005, the Company issued a press release announcing the
election of Mr. Brennan to the Board. The press release is furnished as Exhibit
99.2 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
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10r-1* Amendment No. 1 to Summary of Director and Executive Officer
Compensation, previously filed as Exhibit 10r-1 to the
Company's Quarterly Report on Form 10-Q, filed on May 9,
2005, and incorporated herein by reference.
99.1* 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.
99.2 Press release by Rogers Corporation dated June 22, 2005
announcing the election of Charles M. Brennan, III as a
Director of the Company (furnished pursuant to Item 7.01).
* Management Contract.
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
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Name: Robert M. Soffer
Title: Vice President, Treasurer and Secretary
Date: June 24, 2005
EXHIBIT INDEX
Exhibit No. Description
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10r-1* Amendment No. 1 to Summary of Director and Executive Officer
Compensation, previously filed as Exhibit 10r-1 to the
Company's Quarterly Report on Form 10-Q, filed on May 9,
2005, and incorporated herein by reference.
99.1* 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.
99.2 Press release by Rogers Corporation dated June 22, 2005
announcing the election of Charles M. Brennan, III as a
Director of the Company (furnished pursuant to Item 7.01).
* Management Contract.