================================================================================
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):
March 6, 2006
ROGERS CORPORATION
(Exact name of Registrant as specified in Charter)
Massachusetts 1-4347 06-0513860
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) 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))
================================================================================
Item 4.02 Non-reliance on previously issued financial statements or a
related audit report or completed interim review.
As previously disclosed, Rogers Corporation (the "Company") had received a
standard review letter from the Securities and Exchange Commission ("SEC") as
part of its periodic examination of public company disclosures. The comments
related to the SEC's review of certain recent public filings.
One of the two open issues, as previously disclosed, was the Company's treatment
of the 2004 fourth quarter positive tax adjustment of $5.0 million, as reported
and explained in the Company's 2004 Form 10-K and March 3, 2005, press release,
and the net tax charge of $0.8 million recorded in the results for 2005. These
one-time, non-cash adjustments to earnings were required to properly state
certain deferred income tax accounts for temporary tax differences that most
likely accumulated over many years. The SEC had questioned the Company's
treatment of including these amounts in earnings in 2004 and 2005 in lieu of
restating prior periods by recording an increase to beginning retained earnings.
As previously disclosed, the accounting issue was first identified while the
Company was completing the 2004 Form 10-K filing. At the time of the 2004 Form
10-K filing and subsequent filings, through extensive efforts undertaken in
completing the filings, it was determined that the adjustments related
substantially to financial periods prior to 2002. However, the exact amounts
could not be definitively attributed to specific periods with absolute
certainty. Therefore, the Company felt the prudent approach was to recognize the
adjustments in the Company's results in the periods identified, hence the
adjustment in the fourth quarter of 2004 and the subsequent adjustments in the
third and fourth quarters of 2005, and to disclose the adjustments with complete
transparency. The effect of these recorded adjustments is consistent with what
was recently disclosed and reconciled in the Company's preliminary fourth
quarter and year-end earnings press release, which was included in the Company's
Form 8-K filed as of March 3, 2006.
Following further discussions with the SEC, on March 3, 2006, Rogers management
concluded that the Company will restate its previously issued financial
statements for the years ended December 28, 2003 and January 2, 2005 and for the
quarterly period ended October 2, 2005 and that those financial statements
should not be relied upon to the extent they are affected by the deferred tax
issue described above. The Company will therefore restate such financial
statements in its Form 10-K filing for the 2005 fiscal year ended January 1,
2006.
The second outstanding issue raised by the SEC review, also as previously
disclosed, was a question regarding how the Company aggregates operating
segments into reportable segments. Following discussion with the SEC and based
on current business conditions and the strategic outlook for its various
businesses, the Company will be adjusting how it aggregates operating segments
into reportable segments beginning with its 2005 Form 10-K filing.
The authorized officers of the Company and the Audit Committee of the Company's
Board of Directors have discussed with Rogers' independent registered public
accounting firm the matters disclosed in this filing pursuant to Item 4.02(a).
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
---------------------------
Dennis M. Loughran
Vice President, Finance and
Chief Financial Officer
Date: March 6, 2006