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) February 15, 2006
Rogers Corporation
--------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 1-4347 06-0513860
------------------- ------------------- -------------------
(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
----------------------------------------------------------
(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))
---------------------------------
1
ITEM 1.01 Entry into a Material Definitive Agreement
As more fully described in Item 5.02 below, the disclosure which is incorporated
by reference into this Item 1.01, on February 15, 2006, Dennis M. Loughran, who
was appointed Vice President Finance and Chief Financial Officer of Rogers
Corporation ("Rogers") effective February 1, 2006, was awarded stock options and
restricted stock.
In addition, on February 16, 2006, Rogers approved the entering into of its
standard form of Indemnification Agreement (Officer Form) with Mr. Loughran
which provides that, among other things, Rogers will indemnify Mr. Loughran
against certain liabilities that may arise by reason of his status or service as
a Rogers Officer, and that Rogers 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 (Officer Form), a copy of which has been previously filed as Exhibit
99.2 to Rogers' Current Report on Form 8-K, filed on December 14, 2004, and is
incorporated herein by reference.
Also, on February 16, 2006, Rogers approved the entering into of its standard
form of Indemnification Agreement (Director Form) with Carol R. Jensen, who was
appointed a new Director of Rogers on February 16, 2006. The agreement provides
that, among other things, Rogers will indemnify Ms. Jensen against certain
liabilities that may arise by reason of her status or service as a Rogers
Director, and that Rogers will advance to her the expenses incurred as a result
of a proceeding as to which she 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
Rogers' Current Report on Form 8-K, filed on December 14, 2004, and is
incorporated herein by reference.
Rogers has revised the forms of certain agreements under Rogers' 2005 Equity
Compensation Plan (the "2005 Plan") pursuant to which incentive stock options,
non-qualified stock options (for officers and employees, with vesting) and
restricted stock may be granted. Copies of these forms, as initially adopted,
were previously filed as Exhibits 10.2, 10.3 and 10.7, respectively, to Rogers'
Registration Statement on Form S-8 dated April 28, 2005, and filed on April 29,
2005. The revised forms of these agreements are filed herewith as Exhibits 10.2,
10.3 and 10.7, respectively.
On February 15, 2006, the Compensation and Organization Committee of the Board
of Directors approved grants of stock options for the following executive
officers:
Name/Title Number of Shares Number of Shares
in Non-Qualified in Incentive Stock
Stock Option Grant Option Grant
Robert C. Daigle 2,600 6,000
Vice President of Research
& Development and Chief
Technology Officer
Paul B. Middleton 0 5,750
Corporate Controller
John A. Richie 1,900 6,000
Vice President, Human Resources
2
Robert M. Soffer 0 5,750
Vice President, Treasurer and
Secretary
Robert D. Wachob 33,500 4,000
President and Chief Executive
Officer
All of the above non-qualified stock options and incentive stock options to
purchase, for up to ten years (unless previously terminated), shares of common
stock of Rogers, $1.00 par value per share ("Common Stock"), were granted
pursuant to the 2005 Plan at an exercise price of $48.00, the fair market value
per share of Common Stock as of February 15, 2006. The options granted to
Messrs. Daigle, Middleton, Richie and Soffer vest in one-third increments on the
second, third and fourth anniversary of the grant date, February 15, 2006. The
options granted to Mr. Wachob vest as follows: (i) the incentive stock option
vests as to 2,000 shares on February 15, 2009 and 2,000 shares on February 15,
2010; and (ii) the non-qualified stock option vests as to 12,500 shares on
February 15, 2008, 10,500 shares on February 15, 2009, and 10,500 shares on
February 15, 2010. Collectively, Mr. Wachob's incentive stock options and
non-qualified stock options vest in one-third increments. The above description
is qualified in its entirety by the terms of the revised forms of Incentive
Stock Option Agreement and Non-Qualified Stock Option Agreement (for Officers
and Employees, with Vesting) copies of which are filed herewith as Exhibits 10.2
and 10.3, respectively.
On February 16, 2006, the Board of Directors approved, effective April 1, 2006,
an increase in compensation provided in connection with the service of Rogers
non-employee Directors as follows: 1) an increase in the non-employee Director
annual retainer from $25,000 to $35,000, 2) an increase in board meeting fees
for a non-employee Director from $1,260 to $1,500, 3) an increase in the Lead
Director's annual retainer premium from $5,000 to $15,000, 4) an increase in the
Audit Committee chairperson's annual retainer premium from $5,000 to $10,000 per
year, 5) the establishment of a new $5,000 annual retainer premium for the
Nominating and Governance and Committee chairperson, 6) the establishment of a
new $5,000 annual retainer premium for the Finance Committee chairperson, and 7)
the establishment of a new $3,500 annual retainer premium for the Safety and
Environment Committee chairperson. These changes are more fully described and
set forth in Amendment No. 3 to Summary of Director and Executive Officer
Compensation, which is filed as Exhibit 10r-3 to this Current Report on Form
8-K.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
As previously reported in Rogers' Current Report on Form 8-K, filed on February
6, 2006, Dennis M. Loughran was appointed as Rogers' new Vice President Finance
and Chief Financial Officer effective February 1, 2006 with certain compensation
arrangements. On February 15, 2006, Mr. Loughran was awarded the following
equity grants under Rogers' 2005 Equity Compensation Plan: (i) an incentive
stock option to purchase, for up to ten years (unless previously terminated), up
to 6,000 shares of Rogers Common Stock, at an exercise price of $48.00 per share
(the fair market value of a share of Common Stock as of February 15, 2006) and
which vests in one-third increments on the second, third and fourth anniversary
dates of the grant; (ii) a non-qualified stock option to purchase, for up to ten
years (unless previously terminated), up to 9,000 shares of Common Stock, at an
exercise price of $48.00 per share (the fair market value of a share of Common
Stock as of February 15, 2006) and which vests in one-third increments on the
second, third and fourth anniversary dates of the grant; and (iii) 2,500 shares
of restricted Common Stock, at a purchase price of $0 and which vest completely
on the third anniversary date of the grant. The above description is qualified
in its entirety by the terms of the revised forms of Incentive Stock Option
3
Agreement, Non-Qualified Stock Option Agreement (for Officers and Employees,
with Vesting), and Restricted Stock Agreement, copies of which are filed
herewith as Exhibits 10.2, 10.3 and 10.7, respectively.
Also, on February 16, 2006, Rogers' Board of Directors voted to increase the
size of the Board of Directors from ten to eleven members and appointed Carol R.
Jensen as a new Director of Rogers. Ms. Jensen will serve as a Director until
the April 2006 annual meeting of shareholders and thereafter until her successor
is chosen and qualified.
Ms. Jensen is currently President and Principal Partner of Lightning Ranch
Group, which provides outsourced executive management services. From July 2001
to April 2004 she served as Global Vice President of R&D Performance Chemicals
for the Dow Chemical Company. Between 1990 and 2001 Ms. Jensen held several
roles of increasing responsibility at 3M Corporation, including Executive
Director, Corporate Technology and Electro & Communications Markets; Managing
Director of 3M Denmark; and Technical Director for the Electronics Products
Division. She started her professional career with 11 years at IBM in a variety
of positions including research, operations, product and process development,
and sales and marketing.
Ms. Jensen 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-3 to this Current Report on Form 8-K.
ITEM 7.01 Regulation FD Disclosure
On February 17, 2006, Rogers issued a press release announcing the
appointment of Carol R. Jensen as a new Director of Rogers. The press release is
furnished as Exhibit 99.3 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
----------- -----------
10r-3* Amendment No. 3 to Summary of Director and Executive
Officer Compensation, filed herewith.
4
10.2* Revised Form of Incentive Stock Option Agreement
under the 2005 Plan, filed herewith.
10.3* Revised Form of Non-Qualified Stock Option Agreement
(For Officers and Employees, with vesting) under the
2005 Plan, filed herewith.
10.7 * Revised Form of Restricted Stock Agreement under the
2005 Plan, filed herewith.
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* Form of Indemnification Agreement (Officer Form),
previously filed as Exhibit 99.2 to the Company's
Current Report on Form 8-K, filed on December 14,
2004, and incorporated herein by reference.
99.3 Press release by Rogers Corporation dated February
17, 2006 announcing the appointment of Carol R.
Jensen as a new Director of Rogers (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
------------------------------------------
Name: Robert M. Soffer
Title: Vice President, Treasurer and Secretary
Date: February 22, 2006
5
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10r-3* Amendment No. 3 to Summary of Director and Executive
Officer Compensation, filed herewith.
10.2* Revised Form of Incentive Stock Option Agreement
under the 2005 Plan, filed herewith.
10.3* Revised Form of Non-Qualified Stock Option Agreement
(For Officers and Employees, with vesting) under the
2005 Plan, filed herewith.
10.7* Revised Form of Restricted Stock Agreement under the
2005 Plan, filed herewith.
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* Form of Indemnification Agreement (Officer Form),
previously filed as Exhibit 99.2 to the Company's
Current Report on Form 8-K, filed on December 14,
2004, and incorporated herein by reference.
99.3 Press release by Rogers Corporation dated February
17, 2006 announcing the appointment of Carol R.
Jensen as a new Director of Rogers (furnished
pursuant to Item 7.01).
* Management Contract.
6