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):
March
31, 2010
ROGERS
CORPORATION
(Exact
name of Registrant as specified in Charter)
Massachusetts |
1-4347 |
06-0513860 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer 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 1.01 |
Entry into a Material Definitive Agreement. |
On March 23, 2010, Rogers Corporation (the “Registrant”) entered into an Acquisition Agreement (the “Agreement”) with SK Chemicals Co., Ltd., a company organized and existing under the laws of the Republic of Korea (“SK Chemicals”) and SK Utis Co., Ltd., a company organized and existing under the laws of the Republic of Korea, a wholly-owned subsidiary of SK Chemicals, and which also serves as SK Chemicals high performance polyurethane foam manufacturing unit located in Ansan, South Korea (“SK Utis”). Under the Agreement, the Registrant, and/or its designated subsidiaries, agreed to purchase from SK Chemicals all of the stock of SK Utis, 90% upon closing and the remaining 10% two years later, and assets of the SK Chemicals used in SK Utis operations, which include product lines, technology, and manufacturing equipment used in the development of polyurethane foam materials which are located at the Ansan, South Korea, plant site.
On March 31, 2010, the transaction closed (the “Closing”).
The aggregate purchase price for the purchased stock and assets is Twenty-Nine Million One Hundred Thirty-Five Thousand Dollars (U.S. $29,135,000).
In a Press Release dated March 31, 2010, the Registrant announced the Closing. A copy of the Registrant's Press Release is furnished herewith and attached hereto as Exhibit 99.1.
Item 9.01 |
Financial Statements and Exhibits. |
(d) | Exhibits |
99.1 | Press Release, dated March 31, 2010, issued by 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 |
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By: |
/s/ Dennis M. Loughran |
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Dennis M. Loughran |
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Vice President, Finance and |
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Chief Financial Officer |
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Date: |
March 31, 2010 |