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) November 11, 2005
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))
ITEM 1.01 Entry into a Material Definitive Agreement
On November 11, 2005, the Compensation and Organization Committee of the Board
of Directors (the "Compensation Committee") of Rogers Corporation (the
"Company") authorized the acceleration of the vesting of certain outstanding
out-of-the-money unvested non-qualified stock options granted in 2003 by the
Company and held by current officers and other option holders of the Company.
The stock options which were accelerated had an exercise price of either $38.53
per share or $43.00 per share, in all cases greater than $37.84, the fair market
value of a share of the Company's Common Stock as of November 11, 2005. As a
result of the vesting acceleration, portions of options to acquire 298,862
shares of the Company's Common Stock, which otherwise would have vested from
time to time between December 2005 and December 2007, became immediately
exercisable. Of the options to acquire 298,862 shares of the Company's Common
Stock, (i) options to acquire 294,362 shares of the Company's Common Stock had
been granted in October 2003 and had vested as to approximately 1/3 of the
options in October 2005; therefore, approximately 2/3 of these options were
accelerated on November 11, 2005; and (ii) options to acquire 4,500 shares of
the Company's Common Stock were granted in December 2003, but no portion had
vested prior to November 11, 2005; therefore, all of these options were
accelerated on November 11, 2005. The accelerated options represent
approximately 8% of the Company's total outstanding options. The option plans
under which the accelerated options were granted are the Company's 1988 Stock
Option Plan, 1990 Stock Option Plan and 1998 Stock Incentive Plan.
All other terms and conditions applicable to such stock options remained in
effect, which effectively means that generally, the option holders, while
continued to be employed by the Company, will not be allowed to sell any shares
acquired pursuant to the accelerated vesting schedule until the earliest time
that such shares could have been acquired pursuant to the original vesting
schedule of the options.
The accelerated vesting schedules will permit the acquisition of 194,625 shares
of the Company's Common Stock prior to the original vesting schedules of the
related stock options. Of this amount, current officers of the Company may
exercise their 2003 stock options and acquire 58,748 shares of the Company's
Common Stock earlier than was originally prescribed in the 2003 stock option
agreements, and other option holders may exercise their 2003 stock options and
acquire 135,877 shares of the Company's Common Stock earlier than was originally
prescribed in the 2003 stock option agreements.
The Compensation Committee's decision to accelerate the vesting of the
out-of-the-money unvested stock options was based upon the issuance by the
Financial Accounting Standards Board of Statement of Financial Accounting
Standard No. 123 (Revised 2004), "Share-Based Payment" ("SFAS No. 123R"), which
will require the Company to treat unvested stock options as compensation expense
in future periods effective January 2, 2006. The acceleration eliminates future
compensation expense the Company would otherwise have been required to recognize
in its income statements in such future periods.
By accelerating the vesting of these out-of-the-money unvested stock options,
the Company has elected to recognize compensation expense in the fourth quarter
of fiscal 2005 for such accelerated stock options. Since the Company accounts
for its stock options granted to employees, officers and directors using the
intrinsic-value method under the guidelines of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," the Company will
report the compensation expense related to the accelerated options for
disclosure purposes only in its financial statements for its fourth fiscal
quarter ending January 1, 2006 as permitted by Statement of Financial Accounting
Standard No. 148, "Accounting for Stock-Based Compensation -- Transition and
Disclosure -- an Amendment of SFAS No. 123." The Company believes that
acceleration of vesting of the 2003 stock options will eliminate the need for
recognizing future pre-tax compensation expense of approximately $1.3 million in
fiscal 2006 and approximately $1.1 million in fiscal 2007. This compensation
expense was estimated using the Black-Scholes option-pricing model, which is
used by the Company to calculate the fair value of its options in determining
the pro forma impact of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," for disclosure purposes only.
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: November 17, 2005