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 20, 2007
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 20, 2007, Rogers Corporation (the "Company") approved the entering into
of its standard form of Indemnification Agreement for Company Directors with Dr.
J. Carl Hsu, the Company's new Director, which provides that, among other
things, the Company will indemnify Dr. Hsu 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 20, 2007, 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
Dr. J. Carl Hsu as a new Director of the Company. Dr. Hsu was also appointed to
the Audit Committee of the Board. Dr. Hsu will serve as a Director until the
next annual meeting of shareholders and thereafter until his successor is chosen
and qualified.
Dr. Hsu is currently Professor and Chairman of the International Consultative
Committee, School of Software and Microelectronics, and Professor, School of
Electrical Engineering and Computer Science, of the Peking University in
Beijing, China. Currently he serves on the Board of Directors of Taiwan Mobile,
and Xinwei Telecom Technology Inc. in China.
Dr. Hsu is eligible to participate in all compensation plans available to
Rogers' other Directors. A summary of the compensation available to Rogers
Directors is filed as Exhibit 10r-8 to the Company's Quarterly Report on Form
10-Q, filed on May 4, 2007, and is incorporated herein by reference.
ITEM 7.01 Regulation FD Disclosure
On June 20, 2007, Rogers issued a press release announcing the appointment of
Dr. J. Carl Hsu as a new Director of Rogers. 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.
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ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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10r-8* Amendment No. 8 to Summary of Director and Executive Officer
Compensation, previously filed as Exhibit 10r-8 to the
Company's Quarterly Report on Form 10-Q, filed on May 4,
2007, 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 20, 2007
announcing the election of Dr. J. Carl Hsu 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/ Dennis M. Loughran
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Dennis M. Loughran
Vice President, Finance and
Chief Financial Officer
Date: June 20, 2007
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