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 29, 2006
Rogers Corporation
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(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
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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 2.06 Material Impairments
On June 29, 2006, Rogers Corporation (the "Company") concluded that the Company
will potentially take a non-cash charge in the second quarter of 2006 related to
the write-down of impaired assets within the Company's Other Polymer Products
reporting segment, which includes four operating units: elastomer components,
polyolefin foams, polyester-based laminates, and non-woven composite materials.
The non-cash impairment charge involves the assets associated with the Company's
polyolefin foams and polyester-based laminates businesses. Due to recent market
and customer developments, increasing competitive pricing pressure, and rising
raw materials prices, the profitability and viability of these segments appear
more questionable in the long term than previously forecasted. Consequently, the
Company expects these events to unfavorably impact future sales and profit
forecasts with respect to these specific businesses. Rogers determined that
these conditions are not temporary and qualify as indicators of impairment,
resulting in the potential impairment of the related assets.
The Company cannot currently estimate the amount or the range of amounts of the
impairment charge; however, it will provide this information when it is able to
make a determination of such estimate or range of estimates.
A copy of the press release issued by the Company on June 29, 2006 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 29, 2006, the Company also announced an update to its second quarter
2006 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) is 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 The Registrant reviews the operating results of its business excluding the
impact of any discrete events, such as impairment charges, because it
provides an additional basis of comparison.
Management believes that these events are infrequent 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.
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 by Rogers Corporation dated June 29, 2006
issued by Rogers Corporation (filed herewith pursuant to
item 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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Name: Dennis M. Loughran
Title: Vice President, Finance and
Chief Financial Officer
Date: June 29, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release by Rogers Corporation dated June 29, 2006
issued by Rogers Corporation (filed herewith pursuant to
item 2.06 and furnished herewith pursuant to Item 7.01).