================================================================================
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 11, 2008
ROGERS CORPORATION
(Exact name of Registrant as specified in Charter)
Massachusetts 1-4347 06-0513860
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
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):
|_| 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 5.02. Departure of Directors of Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 11, 2008, the Compensation and Organization Committee of the Board
of Directors (the "Committee") of Rogers Corporation (the "Company") approved
and adopted an amendment and restatement of the Rogers Corporation Pension
Restoration Plan in order to comply with the final regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended. The amended and
restated plan is called the Rogers Corporation Amended and Restated Pension
Restoration Plan (the "Plan") and applies to participants employed by the
Company or one of its affiliates on or after January 1, 2005. A brief
description of the material amendments made to the Plan is provided below. This
description is qualified in its entirety by reference to the Plan, which is
filed as Exhibit 10.1 to this Form 8-K, and the Plan is hereby incorporated by
reference.
The Plan benefits will no longer be linked to when payments commence under the
Company's tax qualified pension plan. Instead, payment will generally be made
six months and a day after a participant separates from service with the Company
(determined in accordance with the requirements under Section 409A). The
amendment and restatement eliminates payments under the Plan in the event of an
adverse change in the Company's financial health or a participant ceasing to be
eligible to participate in the Plan. All benefits under the Plan will now be
paid in a lump sum and amounts delayed for six months and a day following
separation from service will be credited with interest at the short-term
applicable federal rate. Payment under any circumstance other than separation
from service has been limited in a manner intended to comply with Section 409A.
Other administrative amendments were also incorporated into the Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
----------- -----------
10.1 Rogers Corporation Amended and Restated Pension Restoration
Plan (Effective as of January 1, 2005), filed herewith.
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
--------------------------------
Robert M. Soffer
Vice President and Secretary
Date: December 17, 2008