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) December 13, 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 (I.R.S. Employer
of Incorporation) File Number) 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
On December 13, 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
in-the-money unvested non-qualified stock options granted in 2002 by the Company
and held by certain current officers and other option holders of the Company.
The stock options which were accelerated had an exercise price of between $22.95
and $29.30 per share, in all cases less than $40.70, the fair market value of a
share of the Company's Common Stock as of December 13, 2005. As a result of the
vesting acceleration, portions of options to acquire 239,342 shares of the
Company's Common Stock, which otherwise would have vested from time to time
between December 30, 2005 and December 30, 2006, became immediately exercisable.
Of the options to acquire 239,342 shares of the Company's Common Stock, (i)
options to acquire 6,000 shares of the Company's Common Stock had been granted
in February 2002 and had vested as to 2/3 of the options in February 2005;
therefore, 1/3 of these options were accelerated on December 13, 2005; (ii)
options to acquire 229,342 shares of the Company's Common Stock were granted in
October 2002 and had vested as to approximately 2/3 of the options in October
2005; therefore, approximately 1/3 of these options were accelerated on December
13, 2005; and (iii) options to acquire 4,000 shares of the Company's Common
Stock were granted on December 30, 2002 and had vested as to 1/3 of the options
on December 30, 2004; therefore, 2/3 of these options were accelerated on
December 13, 2005. The accelerated options represent approximately 3% 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 and
1990 Stock Option 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 approximately
76,010 shares of the Company's Common Stock prior to the original vesting
schedules of the related stock options. Of this amount, certain current officers
of the Company may exercise their 2002 stock options and acquire approximately
15,677 shares of the Company's Common Stock earlier than was originally
prescribed in the 2002 stock option agreements, and other option holders may
exercise their 2002 stock options and acquire approximately 60,333 shares of the
Company's Common Stock earlier than was originally prescribed in the 2002 stock
option agreements.
The Compensation Committee's decision to accelerate the vesting of the
in-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 in-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 most of 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 approximately 76,010 shares of the Company's
Common Stock related to the 2002 stock options will eliminate the need for
recognizing future pre-tax compensation expense of approximately $510,000 in
fiscal 2006. 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. The Company will report a part of the compensation
expense related to the accelerated options, approximately $40,000, as a charge
to earnings in the fourth quarter of fiscal 2005.
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: December 16, 2005