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 1, 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 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, effective February 1, 2006, Rogers Corporation
("Rogers") entered into an employment arrangement with Dennis M. Loughran, its
new Vice President Finance and Chief Financial Officer.
In addition, effective February 1, 2006, Rogers entered into an Officer Special
Severance Agreement (the "Agreement") with Mr. Loughran, a copy of which is
filed hereto as Exhibit 10.1. The Agreement, forms of which have been entered
into between Rogers and all current Board-appointed officers, was entered into
as with Rogers' other Board-appointed officers based on the determination that
it would be in the best interests of Rogers to ensure that the possibility of a
change in control of Rogers would not interfere with the continuing dedication
of Rogers' officers to their duties to Rogers and its shareholders. Mr.
Loughran's Agreement, as does those of Rogers' other Board-appointed officers,
provides certain severance benefits to him in the event of a termination of his
employment during a 36 month period following a change in control, as defined in
the Agreement. The initial term of the Agreement is three years and the term is
automatically extended for additional one-year periods on each anniversary date
thereof, unless either party objects to such extension. If within a 36 month
period following a change in control, Mr. Loughran's employment is terminated by
Rogers without cause, as defined in the Agreement, or if Mr. Loughran resigns in
certain specified circumstances, Mr. Loughran is generally entitled to the
following severance benefits: (i) twice his annual base salary plus bonus; (ii)
two years of additional pension benefits; and (iii) the continuation of health
and life insurance plans and certain other benefits for up to two years. The
Agreement provides that severance and other benefits be reduced to an amount so
that such benefits would not constitute so-called "excess parachute payments"
under applicable provisions of the Internal Revenue Code of 1986.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Effective February 1, 2006, the Board of Directors of Rogers appointed Dennis M.
Loughran as Rogers' new Vice President Finance and Chief Financial Officer.
Mr. Loughran, 48, comes to Rogers from Alcoa Consumer Products, where he most
recently has been Vice President of Finance and Supply Chain managing the
strategic planning, supply chain (customer service, logistics and outsourced
manufacturing and procurement), finance, accounting and information technology
support for this division. Prior to this position, Mr. Loughran was the Managing
Director of the Global Wheels Division of Reynolds Metals Company (which was
acquired by Alcoa). Prior to those roles, Mr. Loughran held the Reynolds Metals
Company positions of Director of Finance for its Global Transportation Group;
Controller for the Reynolds International, Inc. Group; Administration and
Control Manager for the Consumer Products Division and Printing Unit Controller
for the Flexible Packaging Division.
Mr. Loughran has a Bachelor of Science degree in Business Administration from
the University of Richmond, and an MBA degree from the Virginia Commonwealth
University in addition to being a Certified Public Accountant.
Mr. Loughran will receive an annual salary of $260,000 and will be eligible to
receive a discretionary annual cash incentive bonus under the Rogers Annual
Incentive Compensation Plan and equity awards under various equity incentive
and/or stock option plans maintained by Rogers. Copies of each of these plans
have previously been filed as exhibits to (i) Rogers' Annual Report on Form
10-K, filed on March 12, 2004, or (ii) Rogers' Registration Statement on Form
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S-8 dated April 28, 2005 and filed on April 29, 2005, and a summary of the terms
of these plans has been previously filed as Exhibit 10r to Rogers' Annual Report
on Form 10-K, filed on March 18, 2005 and Exhibit 10r-2 to Rogers' Quarterly
Report on Form 10-Q filed on August 10, 2005. In addition, Mr. Loughran will
receive certain regular and customary benefits, including health, dental,
vision, life and long-term disability insurance and relocation. Mr. Loughran
does not have a written employment agreement with Rogers.
Paul B. Middleton, Rogers' Corporate Controller since December 2001 who had also
been serving as Acting Chief Financial Officer since March 11, 2005, will
continue as Corporate Controller.
ITEM 7.01 Regulation FD Disclosure
On February 1, 2006, Rogers issued a press release announcing the appointment of
Mr. Loughran as Vice President Finance and Chief Financial Officer. The press
release is furnished as Exhibit 99.1.
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
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10.1* Officer Special Severance Agreement, dated February 1, 2006,
by and between Rogers and Dennis M. Loughran, filed
herewith.
10r* Summary of Director and Executive Officer Compensation,
previously filed as Exhibit 10r to Rogers' Annual Report on
Form 10-K, filed on March 18, 2005, and incorporated herein
by reference.
10r-2* Amendment No. 2 to Summary of Director and Executive Officer
Compensation, previously filed as Exhibit 10r-2 to Rogers'
Quarterly Report on Form 10-Q, filed on August 10, 2005, and
incorporated herein by reference.
99.1 Press release by Rogers Corporation dated February 1, 2006
announcing the appointment of Dennis M. Loughran as Vice
President Finance and Chief Financial Officer of Rogers
(furnished pursuant to Item 7.01).
* Management Contract.
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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: February 6, 2006
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EXHIBIT INDEX
Exhibit No. Description
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10.1* Officer Special Severance Agreement, dated February 1, 2006,
by and between Rogers and Dennis M. Loughran, filed
herewith.
10r* Summary of Director and Executive Officer Compensation,
previously filed as Exhibit 10r to Rogers' Annual Report on
Form 10-K, filed on March 18, 2005, and incorporated herein
by reference.
10r-2* Amendment No. 2 to Summary of Director and Executive Officer
Compensation, previously filed as Exhibit 10r-2 to Rogers'
Quarterly Report on Form 10-Q, filed on August 10, 2005, and
incorporated herein by reference.
99.1 Press release by Rogers Corporation dated February 1, 2006
announcing the appointment of Dennis M. Loughran as Vice
President Finance and Chief Financial Officer of Rogers
(furnished pursuant to Item 7.01).
* Management Contract.
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