a5824234.htm
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):
October
31, 2008
ROGERS
CORPORATION
(Exact
name of Registrant as specified in Charter)
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Massachusetts
(State
or Other Jurisdiction of Incorporation)
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1-4347
(Commission
File Number)
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06-0513860
(I.R.S.
Employer Identification No.)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
204.13e-4(c))
Item
1.01 Entry into a Material
Definitive Agreement.
On October
31, 2008 (the “Closing Date”), Rogers Corporation (the “Registrant”) entered
into and closed on a Stock Purchase Agreement (the “Agreement”) and related
agreements with Induflex Holding NV, a Belgian company (“Induflex Holding”),
whereby the Registrant sold all of the issued and outstanding shares of capital
stock (the “Shares”), of its wholly-owned Belgian subsidiary, Rogers Induflex NV
(the “Company”) to Induflex Holding (the “Sale”).
All
Euro-to-U.S. dollar conversion rates in this report are approximate numbers as
of the Closing Date.
Pursuant
to the Agreement, Induflex Holding purchased the Shares for approximately 10.7
million Euros (approximately US$13.6 million), which represents the purchase
price paid on the Closing Date of approximately 8.9 million Euros (as further
described below), plus other amounts due under the Agreement. In
addition to these amounts, there is an opportunity for the Registrant to receive
additional earn out amounts over the next three years based on the future
performance of the divested business.
The
maximum cash outlay for the Shares of approximately 15.5 million Euros
(approximately US$19.7 million) is the sum of the following three
payments:
First, the
fixed sum of approximately 10.7 million Euros (approximately US$13.6 million)
was paid on the Closing Date, comprised of (i) a base closing price of
approximately 8.9 million Euros (approximately US$11.4 million) (the “Base
Purchase Price”), plus (ii) approximately 1.0 million Euros (approximately
US$1.3 million) for current cash on the Company’s balance sheet, plus (iii)
approximately $0.8 million Euros (approximately US$0.9 million), representing
satisfaction of an outstanding loan between the Company and Rogers BVBA, a
Belgian company and subsidiary of the Registrant (“Rogers BVBA”).
Second,
contingency payments up to a maximum of approximately 4.5 million Euros
(approximately US$5.7 million), payable in annual installments over a four year
period (the “Earnout”). Earnout payments will be based upon
achievement by the Company of a “Target Contribution”, defined in the Agreement
as consolidated revenue derived from sales of Company products less the
consolidated variable cost of goods sold, in the fiscal years ended December 31,
2009, 2010 and 2011.
Third, an
additional payment from Induflex Holding of approximately 0.3 million Euros
(approximately US$0.4 million), representing a deposit made by the Company to
Belgian environmental authorities for clean-up work at the
Company. This amount will be paid to the Registrant following its
release by those authorities; however, the Registrant will be liable for any
additional expenses incurred in connection with the release of these
funds.
The Base
Purchase Price will be adjusted by two payments that the Registrant is required
to make to Induflex Holding in amounts equal to a percentage of the retail price
of products sold by the Company to the Registrant’s affiliates under the
Distribution Agreement (described below) after the Closing Date. One such
payment will be made by January 31, 2009, with the other made following
expiration or termination of the Distribution Agreement.
In
connection with the Sale, the parties entered into several additional
agreements, including the following:
A
Non-Competition Agreement, whereby the Registrant is prohibited, among other
things, from competing with the Company for a term of three years in the
manufacture and sale of certain defined types of laminates in certain
applications.
A
Distribution Agreement among the Company, Rogers Technologies (Suzhou) Co. Ltd.,
Rogers Technologies (Singapore) Inc. and Rogers Southeast Asia, Inc., each an
affiliate of the Registrant, for the continued distribution of
Company products by such affiliates for an initial six month term following the
Closing Date.
A Sales
Agreement between the Company and the Registrant for the supply of certain
products by the Company to the Registrant, Rogers BVBA and any affiliated entity
of either of them, for an initial 15 year term.
A copy of
the Press Release issued by the Registrant on October 31, 2008 announcing the
Sale is attached to this Current Report on Form 8-K as Exhibit
99.1. Only the portion of this Press Release relating to the terms of
the Sale shall be deemed filed and incorporated herein by
reference.
The
information contained in this Item 1.01 is qualified in its entirety by
reference to the complete text of the agreements filed herewith as Exhibits 10.1
through 10.7, which are incorporated herein by reference.
Item
7.01 Regulation FD
Disclosure.
In a Press
Release dated October 31, 2008, the Registrant updated its sales and earnings
guidance due to the one-time gain associated with the disposal of the Company
for the fourth quarter of 2008 from what was previously disclosed on the
Registrant’s Current Report on Form 8-K filed October 29, 2008.
A copy of
this Press Release is furnished herewith as Exhibit 99.1. The
information contained in this Item 7.01 and that portion of the Press Release
relating to the sales and earnings guidance shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Stock
Purchase Agreement between Induflex Holding NV and
RogersCorporation.
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10.2
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Non-Competition
Agreement between Rogers Induflex NV and
RogersCorporation.
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10.3
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Distribution
Agreement among Rogers Induflex NV, Rogers Technologies(Suzhou) Co. Ltd.,
Rogers Technologies (Singapore) Inc. and Rogers SoutheastAsia,
Inc.
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10.4
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Sales
Agreement among Rogers Induflex NV, Rogers BVBA and
RogersCorporation.
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10.5
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Second
Ranking Share Pledge Agreement Between Induflex Holding NV andRogers
Corporation.
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10.6
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Production
License Agreement between Rogers Induflex NV and
RogersCorporation.
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10.7
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Mutual
Non-Disclosure Agreement among Induflex Holding NV, Rogers InduflexNV and
Rogers Corporation.
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99.1
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Press
release, dated October 31, 2008, issued by Rogers Corporation
(filedherewith pursuant to Item1.01 and furnished herewith pursuant to
Item 7.01).
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SIGNATURE
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.
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ROGERS
CORPORATION
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/s/ Dennis M.
Loughran
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Dennis
M. Loughran
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Vice
President, Finance and
Chief
Financial Officer
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Date: November
5, 2008
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