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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 26, 2007
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 240.13e-4(c))
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Item 2.05 Costs Associated with Exit or Disposal Activities
On June 26, 2007, Rogers Corporation (the Company) committed to a plan to
restructure its workforce and reduce other related costs. The plan calls for a
significant company-wide employee reduction intended to streamline operations.
Together with the plan announced on June 13, 2007 related to the employee
reduction in the Company's Custom Electrical Components reporting segment, the
total cash severance charge is expected to be approximately $3 million. The
Company is currently assessing the impact of the related severance costs on the
second quarter 2007 earnings in accordance with Statement of Financial
Accounting Standards (SFAS) No. 146, Accounting for Costs Associated with Exit
or Disposal Activities, and SFAS No. 112, Employers' Accounting for
Postretirement Benefits, and will provide this information when it is available.
A copy of the press release issued by the Company on June 27, 2007 announcing
the restructuring is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
Item 2.06 Material Impairments
As a result of increased global competition and price pressure driven by over
capacity in the flexible circuit materials market, on June 26, 2007 the Company
determined that it currently expects to take a non-cash impairment charge in the
second quarter of 2007 related to the write-down of certain assets within the
Company's Printed Circuit Materials reporting segment. These assets currently
have a book value of approximately $7 million, and are comprised of land, a
building, equipment and inventory. The Company, with the assistance of an
independent third party valuation specialist, is currently performing a complete
valuation analysis on these assets in accordance with SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, and will provide this
information when it is able to make a determination of such estimate or range of
estimates of the impairment charge.
It is not anticipated that the impairment charge will result in future cash
expenditures by the Company.
A copy of the press release issued by the Company on June 27, 2007 announcing
the expected impairment charge is filed as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On June 27, 2007, the Company also announced an update to its second quarter
2007 guidance. A copy of the press release is furnished as Exhibit 99.1 to this
Form 8-K.
The press 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. At this time, the
Registrant can not provide the required reconciliations within the earnings
release of the non-GAAP financial measures to the most directly comparable GAAP
financial measures, as the potential impairment charges resulting in the
non-GAAP financial measures are not known to the Company as of the time of this
filing. These reconciliations will be included in future filings when these
amounts, or a range of these amounts, become determinable.
References to non-GAAP earnings per share (excluding the potential effect of the
aforementioned potential impairment charges) are included in the earnings
release because management believes that diluted earnings per share, excluding
the effect of the potential impairment charges, is a measure that should be
presented as it is useful to investors. Management believes that the following
should be considered when evaluating these non-GAAP financial measures:
o Rogers reviews the operating results of its business excluding the impact
of any asset impairment because it provides an additional basis of
comparison. The Company believes that these events are unusual in nature,
and would not necessarily be indicative of ongoing operating results. As a
result, management believes that excluding such charges is useful in
comparing 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 While asset impairments are typically material, they are generally
considered to be outside the normal operations of a business.
o Corporate management is responsible for the initial and ongoing investments
and for making decisions about asset impairment and related charges on
those investments.
The non-GAAP financial measures included in the earnings release will be
reconciled to the comparable GAAP results when these amounts are known and such
reconciliations will be posted on the Registrant's website at
www.rogerscorporation.com.
The information furnished in this report in this Item 7.01 and the Exhibit
attached hereto 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, dated June 27, 2007, issued by Rogers
Corporation (filed herewith pursuant to Items 2.05 and 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/ Dennis M. Loughran
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Dennis M. Loughran
Vice President, Finance and
Chief Financial Officer
Date: June 27, 2007