UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
July 27, 2006
ROGERS CORPORATION
(Exact name of Registrant as specified in Charter)
Massachusetts 1-4347 06-0513860
(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
(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:
|_| 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 204.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
In a Press Release dated July 27, 2006, the Registrant announced its preliminary
second quarter 2006 results. The Registrant's Press Release is furnished
herewith as Exhibit 99.1.
The press release contains non-GAAP financial measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of a
registrant's historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement of
income, balance sheet or statement of cash flows (or equivalent statements) of
the issuer; or includes amounts, or is subject to adjustments that have the
effect of including amounts, that are excluded from the most directly comparable
measure so calculated and presented. In this regard, GAAP refers to generally
accepted accounting principles in the United States. At this time, the
Registrant cannot provide the required reconciliations within the earnings
release of the non-GAAP financial measures to the most directly comparable GAAP
financial measures, as the potential impairment charges resulting in the
non-GAAP financial measures are not known to the Company as of the time of this
filing. These reconciliations will be included in future filings when these
amounts, or a range of these amounts, become determinable.
References to non-GAAP earnings per share (excluding the potential effect of the
aforementioned potential impairment charges) is included in the earnings release
because management believes that diluted earnings per share, excluding the
effect of the potential impairment charges, is a measure that should be
presented as it is useful to investors. Management believes that the following
should be considered when evaluating these non-GAAP financial measures:
o The Registrant reviews the operating results of its businesses
excluding the impact of any asset impairment because it provides an
additional basis of comparison. Management believes that these events
are unusual in nature, and would not be indicative of ongoing operating
results. As a result, management believes such charges should be
excluded in order to compare past, current and future periods.
o Asset impairments principally represent adjustments to the carrying
value of certain assets and do not typically require a cash payment.
o Asset impairments are typically material and are considered to be
outside the normal operations of a business. Corporate management is
responsible for making decisions about asset impairment and related
charges.
The non-GAAP financial measures included in the earnings release will be
reconciled to the comparable GAAP results when these amounts are known and such
reconciliations will be posted on the Registrant's website at
www.rogerscorporation.com.
The information in this Form 8-K and the Exhibit attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") 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 7.01 Regulation FD Disclosure
On July 27, 2006, in its preliminary earning release for the second quarter
2006, the Registrant also provided earnings guidance for the third quarter of
2006. A copy of the Press Release is furnished herewith as Exhibit 99.1.
The discussion in Item 2.02 of this 8-K with regard to non-GAAP financial
measures is incorporated by reference into this Item 7.01.
The information in this Form 8-K and the Exhibit attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Exchange Act 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.
(c) Exhibits
Exhibit No. Description
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99.1 Press release, dated July 27, 2006, issued by Rogers Corporation
(furnished herewith pursuant to Items 2.02 and 7.01)
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/ Dennis M. Loughran
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Dennis M. Loughran
Vice President, Finance and
Chief Financial Officer
Date: July 27, 2006