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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):
November 8, 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))
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Item 1.01 Entry into a Material Definitive Agreement.
On November 8, 2006, Rogers Corporation (the "Registrant"), together with its
affiliates Rogers Technologies (Barbados) SRL, Rogers (China) Investment Co.,
Ltd., Rogers N.V., and Rogers Technologies (Suzhou) Co. Ltd. (the Registrant and
its affiliated entities, together, the "Borrowers") signed a Multicurrency
Revolving Credit Agreement with Citizens Bank of Connecticut (the "Credit
Agreement"), which closed on November 13, 2006 following the termination of the
Former Credit Agreement (as defined in Item 1.02 below). The Credit Agreement
provides for an unsecured five-year revolving multi-currency credit facility of
$75,000,000 (Revolving Credit Facility A), and an unsecured 364-day revolving
multi-currency credit facility of $25,000,000 (Revolving Credit Facility B). The
Credit Agreement includes a letter of credit sub-facility of up to $75,000,000.
Under the terms of the Credit Agreement, the Borrowers have the right to incur
additional indebtedness through additional borrowings in an aggregate amount of
up to $25,000,000.
The principal amount of any loans under the revolving credit facilities is
required to be repaid on November 12, 2011; the loans may be prepaid in whole or
in part without premium or penalty.
The Credit Agreement contains customary representations and warranties, as well
as customary events of default and affirmative covenants. In addition, there are
customary negative covenants, including, among others, covenants relating to
indebtedness, liens, the nature of the Registrant's business, business
combinations and corporate changes.
In addition, certain of the Registrant's subsidiaries that are not Borrowers,
including Rogers Specialty Materials Corporation, Rogers Japan Inc., Rogers
Southeast Asia, Inc., Rogers Taiwan, Inc., Rogers Korea, Inc., Rogers
Technologies Singapore, Inc., and Rogers Circuit Materials Incorporated made
guaranties in favor of Citizens Bank of Connecticut to guarantee the Borrowers'
obligations under the Credit Agreement.
The Registrant has an existing relationship with Citizens Bank of Connecticut
pursuant to its Former Credit Agreement, described in Item 1.02 below, such
description, which is incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
On November 13, 2006, as a condition to the effectiveness of the Credit
Agreement described in Item 1.01 above, the Registrant terminated its existing
Multicurrency Revolving Credit Agreement dated December 8, 2000 as amended
September 7, 2001, October 25, 2002, December 22, 2005 and March 31, 2006 with
Bank of America and Citizens Bank of Connecticut to borrow up to $50 million,
which was to expire on December 8, 2006 (the "Former Credit Agreement"). The
Registrant had no outstanding borrowings under the Former Credit Agreement at
the time it was terminated and incurred no penalties or prepayment premiums in
connection with early termination of the Former Credit Agreement.
In connection with the termination of the Former Credit Agreement, the
guaranties made by certain of the Registrant's subsidiaries in favor of the
agent bank and the lending banks that were parties to the Former Credit
Agreement were terminated on November 13, 2006. The Registrant incurred no
penalties or prepayment premiums in connection with the early termination of
these guaranties.
The Registrant has an existing relationship with Citizens Bank of Connecticut
pursuant to its Credit Agreement described in Item 1.01 above, which is
incorporated by reference to into this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 "Entry into a Material
Definitive Agreement" is hereby incorporated by reference into this Item 2.03.
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: November 15, 2006