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 5, 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 2.06 Material Impairments
On July 5, 2005, Rogers Corporation (the "Company") concluded that the Company
currently expects to take a non-cash charge in the second quarter of 2005
related to the write-down of impaired assets within the Company's High
Performance Foams business segment. The non-cash impairment charge, determined
in accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
involves writing down the value of the assets associated with the polyolefin
foam business, which is reported within the High Performance Foams business
segment. As previously discussed, this operation, part of the Company's Carol
Stream, Illinois facility, has continued to underperform, resulting in poor
operational efficiency and yields, and has also incurred significant raw
material price increases. Rogers determined that these conditions, and the
resulting operating losses, are not temporary and result in the impairment of
the related assets.
The Company currently estimates that the non-cash charge will be in the range of
$11 million to $14 million.
The impairment charge will not result in future cash expenditures by the
Company.
A copy of the press release by Company issued on July 7, 2005 announcing the
expected impairment charge is filed as Exhibit 99.1 to this Form 8-K and is
incorporate herein by reference.
ITEM 7.01 Regulation FD Disclosure
On July 7, 2005, the Company also announced an update to its second quarter 2005
guidance. A copy of the press release is furnished as Exhibit 99.1 to this Form
8-K.
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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99.1 Press release by Rogers Corporation dated July 7, 2005
issued by Rogers Corporation (filed herewith pursuant to
item 2.06 and furnished herewith pursuant to Item 7.01).
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/ Paul B. Middleton
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Name: Paul B. Middleton
Title: Acting Chief Financial Officer and Corporate
Controller
Date: July 7, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release by Rogers Corporation dated July 7, 2005
issued by Rogers Corporation (filed herewith pursuant to
item 2.06 and furnished herewith pursuant to Item 7.01).