UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 16, 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
On March 16, 2006, the Compensation and Organization Committee (the "Committee")
of the Board of Directors of Rogers Corporation ("Rogers") approved awards of
restricted stock to certain executive officers (the "2006 Awards"). The 2006
Awards are subject to the achievement of a pre-established performance goal
relating to the cumulative annual growth in earnings per share of Rogers capital
stock during fiscal years 2006, 2007 and 2008 as set by the Committee. No shares
of restricted stock will be issued unless and until such performance goal is
met. The 2006 Awards were granted pursuant to Rogers' 2005 Equity Compensation
Plan (the "2005 Plan") and will vest pursuant to the performance goal
established for the 2006 Awards. The form of Performance-Based Restricted Stock
Award Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
The 2006 Awards were granted to the following executive officers for the purpose
of more closely aligning the interests of the grantees with the interests of the
Company's shareholders and providing an incentive for those individuals to work
for the Company's long-term success:
Name/Title Target Number of Shares
Robert C. Daigle 1,600
Vice President of Research
& Development and Chief
Technology Officer
Paul B. Middleton 1,050
Corporate Controller
John A. Richie 1,450
Vice President, Human Resources
Robert M. Soffer 1,050
Vice President, Treasurer and
Secretary
Robert D. Wachob 7,000
President and Chief Executive
Officer
The exact number of shares of restricted stock that will be issued to
each of the executive officers listed above will depend upon where the actual
performance achieved during fiscal years 2006, 2007 and 2008 falls on a
performance scale set by the Committee, which ranges from 0% to 200% of the
target number of shares specified above.
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Also on March 16, 2006, the Committee approved a special 2005 bonus of
$20,000 for Paul B. Middleton, Corporate Controller, for his efforts as Acting
Chief Financial Officer.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
10.1* Form of Performance-Based Restricted Stock Award Agreement under the 2005
Plan, filed herewith.
* Management Contract.
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: May 10, 2006
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EXHIBIT INDEX
Exhibit No. Description
10.1* Form of Performance-Based Restricted Stock Award Agreement under the 2005
Plan, filed herewith.
* Management Contract.
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