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) August 23, 2006
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 8.01 - Other Events:
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On August 23, 2006, Rogers Corporation's ("Rogers" or the "Registrant") Board of
Directors designated, effective August 24, 2006, a number of members of Rogers'
senior management team as "executive officers" as defined by Rule 3b-7
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (and, accordingly, as "officers" as defined by Rule 16a-1(f) as
promulgated under the Exchange Act). The individuals who have been designated as
executive officers did not receive a promotion, nor did their compensation,
responsibilities or authority change as a result of this designation. Instead,
Rogers conducted an analysis of the role and responsibilities of Rogers' senior
management (other than the corporate officers who are already reported as
executive officers of Rogers) and, if applicable, the business unit, division or
function of which each such person is in charge. The Rogers' Board of Directors,
based upon the recommendation of its Nominating and Governance Committee and
Rogers' President and Chief Executive Officer, then determined that each of the
individuals listed below should be designated as an executive officer on a
going-forward basis:
Name Title
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Michael D. Bessette Vice President Durel Division
Michael L. Cooper Vice President Asia
Frank J. Gillern Vice President Advanced Circuit Materials Division
Debra J. Granger Director, Corporate Compliance and Controls
Peter G. Kaczmarek Vice President High Performance Foams Division
Mario C. Kerr Vice President Sales and Marketing
Ty L. McFarland Vice President Supply Chain Management
W. David Smith Vice President Manufacturing and Information Technology
Luc Van Eenaeme Vice President Rogers Europe
Each of these individuals has filed, or will file within the required time
period, a report on Form 3 under Section 16 of the Exchange Act to report his or
her beneficial ownership of Rogers securities as of the date that such
designation became effective.
Each of these individuals had entered into in 2004 an Indemnification Agreement
for Executives which provides that, among other things, Rogers will indemnify
the individual against certain liabilities that may arise by reason of his or
her status or service as a Rogers executive, and that Rogers will advance to him
or her the expenses incurred as a result of a proceeding as to which he or she
may be indemnified. The above description is qualified in its entirety by the
terms of the Form of Indemnification Agreement for Executives, 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.
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ITEM 9.01 Financial Statements and Exhibits
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Exhibits.
Exhibit No. Description
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99.1* Form of Indemnification Agreement for Executives,
previously filed as Exhibit 99.2 to Rogers' Current
Report on Form 8-K, filed on December 14, 2004, and
incorporated herein by reference.
* 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
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Name: Robert M. Soffer
Title: Vice President, Treasurer and
Secretary
Date: August 30, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1* Form of Indemnification Agreement for Executives,
previously filed as Exhibit 99.2 to Rogers' Current
Report on Form 8-K, filed on December 14, 2004, and
incorporated herein by reference.
* Management Contract.
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