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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):
March 2, 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 (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 204.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
In a Press Release dated March 2, 2006, the Registrant announced its fourth
quarter and fiscal year 2005 results. The Registrant's Press Release is
furnished herewith as Exhibit 99.1.
The earnings 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. Pursuant to the
requirements of Regulation G, the Registrant has provided reconciliations within
the earnings release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.
Non-GAAP net income from continuing operations and diluted earnings per share
(in both cases excluding the effect of the tax adjustment related to the
Internal Revenue Service determination on previous Durel Corporation federal
income tax filings) is included in the earnings release because management
believes that that net income from continuing operations and diluted earnings
per share, excluding the effect of the tax adjustment related to the Internal
Revenue Service determination on previous Durel Corporation federal income tax
filings, is a measure that should be presented in addition to income determined
in accordance with GAAP and 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 discrete tax adjustments because it provides an
additional basis of comparison. Management believes that these events are
infrequent 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.
The non-GAAP financial measures included in the earnings release have been
reconciled to the comparable GAAP results. This reconciliation can also be found
on the Registrant's web site 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 March 2, 2006, in its earning release for the fourth quarter and fiscal year
2005, the Registrant also provided earnings guidance for the first quarter of
2006. A copy of the Press Release is furnished herewith as Exhibit 99.1.
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 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Press release, dated March 2, 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: March 2, 2006