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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 20, 2005
ROGERS CORPORATION
(Exact name of Registrant as specified in Charter)
Massachusetts 1-4347 06-0513860
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
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 204.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
In a Press Release dated July 20, 2005, the Registrant announced its second
quarter 2005 results. The Registrant's Press Release is furnished herewith as
Exhibit 99.1.
The earnings release contains non-GAAP financial measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of a
registrant's historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement of
income, balance sheet or statement of cash flows (or equivalent statements) of
the issuer; or includes amounts, or is subject to adjustments that have the
effect of including amounts, that are excluded from the most directly comparable
measure so calculated and presented. In this regard, GAAP refers to generally
accepted accounting principles in the United States. Pursuant to the
requirements of Regulation G, the Registrant has provided reconciliations within
the earnings release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.
Non-GAAP net income from continuing operations and diluted earnings per share
(in both cases excluding a one-time, after-tax impairment charge) is included in
the earnings release because management believes that that net income from
continuing operations and diluted earnings per share, excluding the effect of
the asset impairment related to the Registrant's polyolefin operation, is a
measure that should be presented in addition to income determined in accordance
with GAAP and is useful to investors. Management believes that the following
matters should be considered when evaluating these non-GAAP financial measures:
o The Registrant reviews the operating results of its businesses
excluding the impact of any asset impairment because it provides an
additional basis of comparison. Management believes that these events
are unusual in nature, and would not be indicative of ongoing
operating results. As a result, management believes such charges
should be excluded in order to compare past, current and future
periods.
o Asset impairments principally represent adjustments to the carrying
value of certain assets and do not typically require a cash payment.
o Asset impairments are typically material and are considered to be
outside the normal operations of a business. Corporate management is
responsible for making decisions about asset impairment and related
charges.
The non-GAAP financial measures included in the earnings release have been
reconciled to the comparable GAAP results. This reconciliation can also be found
on the Registrant's web site at www.rogerscorporation.com.
The information in 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
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it 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 7.01 Regulation FD Disclosure
On July 20, 2005, in its earning release for the second quarter of 2005, the
Registrant also provided earnings guidance for the third quarter of 2005. A copy
of the Press Release is furnished herewith as Exhibit 99.1.
The information in 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
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it 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.
(c) Exhibits
Exhibit No. Description
99.1 Press release, dated July 20, 2005, issued by Rogers
Corporation furnished herewith pursuant to Items 2.02 and
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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Paul B. Middleton
Acting Chief Financial Officer and
Corporate Controller
Date: July 20, 2005