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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):
February 21, 2007
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On February 21, 2007, the Board of Directors of Rogers Corporation (the
"Company"), approved an amendment and restatement of the Company's bylaws (the
"Bylaws" and, as amended and restated, the "Amended Bylaws"), effective
immediately.
The amendment, as approved, deletes the last sentence of Article II,
Section 2 of the Bylaws, regarding the election of directors of the Company. The
deleted sentence contained a restriction precluding directors who had attained
the age of seventy-two (72) from being nominated or re-nominated for election to
the Company's Board of Directors. The Amended Bylaws contain no age limitation
regarding the nomination or re-nomination of directors for election to the
Company's Board of Directors.
The description of the change to the Bylaws contained in this report is
qualified in its entirety by reference to the full text of the Amended Bylaws, a
copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
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3.1 Amended and Restated Bylaws of Rogers Corporation.
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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Robert M. Soffer
Vice President, Treasurer and Secretary
Date: February 22, 2007
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