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As filed with the Securities and Exchange Commission on April 27, 2001
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROGERS CORPORATION
(Exact name of Registrant as specified in its charter)
Massachusetts 06-0513860
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
ONE TECHNOLOGY DRIVE
P.O. BOX 188
ROGERS, CONNECTICUT 06263-0188
(Address of Principal Executive Offices)
ROGERS CORPORATION GLOBAL STOCK OWNERSHIP PLAN FOR EMPLOYEES
(Full Title of the Plan)
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ROBERT M. SOFFER, VICE PRESIDENT AND TREASURER
ROGERS CORPORATION
ONE TECHNOLOGY DRIVE
P.O. BOX 188
ROGERS, CONNECTICUT 06263-0188
(860) 774-9605
(Name and Address of agent for service)
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With copies to:
JEFFREY C. HADDEN, P.C.
GOODWIN PROCTER LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Per Aggregate Offering Registration
Share (2) Price Fee
- ----------------------------------- ----------------------- ----------------------- -------------------- ---------------
Capital Stock, par value $1.00 500,000 shares $ 27.505 $ 13,752,500 $ 3,438.13
per share(3)
Plan Interests(4) N/A(4) N/A(4) N/A(4) N/A(4)
=================================== ======================= ======================= ==================== ===============
(1) Plus such additional number of shares as may be required pursuant to the
Rogers Corporation Global Stock Ownership Plan For Employees in the event
of a stock dividend, stock split, reverse stock split, recapitalization or
other similar event.
(2) This estimate is made solely for the purpose of determining the amount of
the registration fee and is based upon the average of the high and low
prices of the Registrant's Capital Stock on April 24, 2001.
(3) Also covers associated Capital Stock Purchase Rights issued under the
Rights Agreement dated as of February 25, 1997, and as amended as of
June 19, 1997, July 7, 1997 and April 10, 2000, between the Registrant
and the Rights Agent named therein. Prior to the occurrence of specified
events, the Capital Stock Purchase Rights will not be exercisable, or
evidenced or transferred separately from, the Capital Stock.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein. In accordance with Rule 457(h)(2), no separate fee
calculation is required with respect to the plan interests.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference the following
documents, which have been previously filed with the Securities and Exchange
Commission (the "Commission").
(a) The Registrant's latest Annual Report on Form 10-K, including
consolidated financial statements, together with the report of independent
auditors thereon, with respect to the Registrant's fiscal year ended December
31, 2000, filed by the Registrant pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 2000 and prior to the
termination of the offering of the securities covered by this registration
statement.
(c) The description of the Registrant's Capital Stock contained in the
Registrant's Registration Statement on Form 10 filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant or by the Rogers
Corporation Global Stock Ownership Plan For Employees with the Securities and
Exchange Commission pursuant to Sections 13(a) and (c), Section 14 and
Section 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Registrant incorporated
by reference in the Registrant's Annual Report (Form 10-K) for the fiscal
year ended December 31, 2000 and the related financial statement schedule
included therein, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein in reliance upon the reports of Ernst &
Young LLP pertaining to such financial statements and schedule given on the
authority of such firm as experts in accounting and auditing.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of the Massachusetts Business Corporation Law provides that
indemnification of directors, officers, employees or other agents may be
provided by a corporation. Section 13(b)(1-1/2) of the Massachusetts Business
Corporation Law provides that the Articles of Organization may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit the
liability for a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Sections 61 or 62 of the Massachusetts Business Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article V, Section 8 of the Registrant's By-laws provides that the
Registrant shall indemnify each director, officer and employee and each former
director, officer and employee against any cost, expenses (including attorneys'
fees), judgments, fines, penalties and/or liabilities (including certain amounts
paid in settlement) reasonably incurred by or imposed upon him in connection
with or arising out of any action, suit or other proceeding in which he may be
involved or with which he may be threatened (i) by reason of his being or having
been such director, officer or employee of the Registrant or of any other
corporation in which he served as such at the request of the Registrant, or (ii)
by reason of his serving or having served in any capacity with respect to
certain employee benefit plans established or maintained by the Registrant or a
subsidiary thereof. In addition, Article 6 of the Registrant's Restated Articles
of Organization provides that, to the fullest extent permitted by the
Massachusetts Business Corporation Law, a director of the Registrant shall not
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits listed in the accompanying Exhibit Index are filed as part
of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
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(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
herein do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the undersigned Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hartford, Connecticut on this 26th
day of April, 2001.
ROGERS CORPORATION
By: /s/ Walter E. Boomer
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Walter E. Boomer
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Frank H. Roland and Robert M. Soffer, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities to sign
any and all amendments or post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE CAPACITY DATE
/s/ Walter E. Boomer
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Walter E. Boomer President, Chief Executive Officer, April 26, 2001
Director (Principal Executive Officer)
/s/ Frank H. Roland
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Frank H. Roland Vice President, Finance, Chief April 26, 2001
Financial Officer, Secretary
(Principal Financial and Accounting
Officer)
/s/ Leonard M. Baker
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Leonard M. Baker Director April 26, 2001
/s/ Harry H. Birkenruth
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Harry H. Birkenruth Director April 26, 2001
/s/ Edward L. Diefenthal
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Edward L. Diefenthal Director April 26, 2001
/s/ Gregory B. Howey
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Gregory B. Howey Director April 26, 2001
/s/ Leonard R. Jaskol
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Leonard R. Jaskol Director April 26, 2001
/s/ Eileen S. Kraus
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Eileen S. Kraus Director April 26, 2001
/s/ William E. Mitchell
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William E. Mitchell Director April 26, 2001
/s/ Robert G. Paul
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Robert G. Paul Director April 26, 2001
Pursuant to the requirements of the Securities Act of 1933, the
trustees or other persons who administer the Rogers Corporation Global Stock
Ownership Plan For Employees have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Hartford, Connecticut on this 26th day of April, 2001.
ROGERS CORPORATION GLOBAL STOCK
OWNERSHIP PLAN FOR EMPLOYEES
By: /s/ Robert M. Soffer
---------------------------------
Robert M. Soffer
Vice President and Treasurer
By: /s/ John A. Richie
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John A. Richie
Vice President, Human Resources
By: /s/ Joseph R. Rosi
---------------------------------
Joseph R. Rosi
Corporate Accounting Manager
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Goodwin Procter LLP as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page of this
Registration Statement).
99.1 Rogers Corporation Global Stock Ownership Plan For Employees.