x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Massachusetts
|
06-0513860 | |
(State
or other jurisdiction of
|
(I.
R. S. Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
P.O.
Box 188, One Technology Drive, Rogers, Connecticut
|
06263-0188
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer
x
|
Accelerated
filer
o
|
||
Non-accelerated
filer
o
(Do not check if
a smaller reporting company)
|
Smaller
reporting company
o
|
TABLE
OF CONTENTS
|
|||||
3 | |||||
4 | |||||
5 | |||||
6 | |||||
23 | |||||
33 | |||||
33 | |||||
34 | |||||
34 | |||||
35 | |||||
36 | |||||
Exhibits:
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
|||||||||||||
Net
sales
|
$ | 81,019 | $ | 96,317 | $ | 213,862 | $ | 286,788 | ||||||||
Cost
of sales
|
56,422 | 65,771 | 158,293 | 194,394 | ||||||||||||
Gross
margin
|
24,597 | 30,546 | 55,569 | 92,394 | ||||||||||||
Selling
and administrative expenses
|
16,390 | 19,987 | 51,941 | 55,906 | ||||||||||||
Research
and development expenses
|
3,812 | 5,719 | 13,526 | 16,920 | ||||||||||||
Restructuring
and impairment charges
|
189 | - | 18,111 | - | ||||||||||||
Operating
income (loss)
|
4,206 | 4,840 | (28,009 | ) | 19,568 | |||||||||||
Equity
income in unconsolidated joint ventures
|
2,287 | 2,536 | 3,494 | 5,145 | ||||||||||||
Other
income (expense), net
|
212 | 570 | (110 | ) | 2,256 | |||||||||||
Realized
investment gain (loss):
|
||||||||||||||||
Other-than-temporary
impairments
|
- | - | (5,301 | ) | - | |||||||||||
Portion
of losses in other comprehensive income
|
- | - | 4,848 | - | ||||||||||||
Net
impairment gain (loss)
|
- | - | (453 | ) | - | |||||||||||
Interest
income, net
|
81 | 583 | 368 | 2,013 | ||||||||||||
Acquisition
gain
|
- | - | 2,908 | - | ||||||||||||
Income
(loss) from continuing operations before income taxes
|
6,786 | 8,529 | (21,802 | ) | 28,982 | |||||||||||
Income
tax expense
|
455 | 1,422 | 48,118 | 7,572 | ||||||||||||
Income
(loss) from continuing operations
|
6,331 | 7,107 | (69,920 | ) | 21,410 | |||||||||||
Income
from discontinued operations, net of taxes
|
- | 838 | - | 1,251 | ||||||||||||
Net
income (loss)
|
$ | 6,331 | $ | 7,945 | (69,920 | ) | $ | 22,661 | ||||||||
Basic
net income (loss) per share:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 0.40 | $ | 0.46 | $ | (4.46 | ) | $ | 1.36 | |||||||
Income
from discontinued operations, net
|
- | 0.05 | - | 0.08 | ||||||||||||
Net
income (loss)
|
$ | 0.40 | $ | 0.51 | $ | (4.46 | ) | $ | 1.44 | |||||||
Diluted
net income (loss) per share:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 0.40 | $ | 0.46 | $ | (4.46 | ) | $ | 1.35 | |||||||
Income
from discontinued operations, net
|
- | 0.05 | - | 0.08 | ||||||||||||
Net
income (loss)
|
$ | 0.40 | $ | 0.51 | $ | (4.46 | ) | $ | 1.43 | |||||||
Shares
used in computing:
|
||||||||||||||||
Basic
|
15,712,724 | 15,580,678 | 15,674,898 | 15,748,032 | ||||||||||||
Diluted
|
15,736,318 | 15,706,531 | 15,674,898 | 15,816,923 |
September
30,
2009
|
December
31,
2008
|
|||||||
Assets
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$ | 42,306 | $ | 70,170 | ||||
Short-term
investments
|
1,001 | 455 | ||||||
Accounts
receivable, less allowance for doubtful accounts
of
$3,999 and $1,171
|
52,428 | 44,492 | ||||||
Accounts
receivable from joint ventures
|
2,726 | 3,185 | ||||||
Accounts
receivable, other
|
1,558 | 2,765 | ||||||
Inventories
|
34,734 | 41,617 | ||||||
Prepaid
income taxes
|
1,967 | 1,579 | ||||||
Deferred
income taxes
|
- | 9,803 | ||||||
Asbestos-related
insurance receivables
|
4,632 | 4,632 | ||||||
Assets
held for sale
|
6,400 | - | ||||||
Other
current assets
|
6,243 | 5,595 | ||||||
Total
current assets
|
153,995 | 184,293 | ||||||
Property,
plant and equipment, net of accumulated depreciation
of
$169,104 and $165,701
|
129,153 | 145,222 | ||||||
Investments
in unconsolidated joint ventures
|
32,084 | 31,051 | ||||||
Deferred
income taxes
|
- | 37,939 | ||||||
Goodwill
and other intangibles
|
10,353 | 9,634 | ||||||
Asbestos-related
insurance receivables
|
19,416 | 19,416 | ||||||
Long-term
marketable securities
|
38,648 | 42,945 | ||||||
Investments,
other
|
5,000 | - | ||||||
Other
long-term assets
|
5,044 | 4,933 | ||||||
Total
assets
|
$ | 393,693 | $ | 475,433 | ||||
Liabilities
and Shareholders’ Equity
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
$ | 11,628 | $ | 11,619 | ||||
Accrued
employee benefits and compensation
|
18,791 | 23,378 | ||||||
Accrued
income taxes payable
|
1,447 | 1,318 | ||||||
Asbestos-related
liabilities
|
4,632 | 4,632 | ||||||
Other
current liabilities
|
9,721 | 18,889 | ||||||
Total
current liabilities
|
46,219 | 59,836 | ||||||
Pension
liability
|
35,683 | 43,683 | ||||||
Retiree
health care and life insurance benefits
|
7,793 | 7,793 | ||||||
Asbestos-related
liabilities
|
19,644 | 19,644 | ||||||
Deferred
income taxes
|
265 | - | ||||||
Other
long-term liabilities
|
8,438 | 8,333 | ||||||
Shareholders’
Equity
|
||||||||
Capital
Stock - $1 par value; 50,000,000 authorized shares; 15,739,778
and
15,654,123
shares issued and outstanding
|
15,740 | 15,654 | ||||||
Additional
paid-in capital
|
24,425 | 19,264 | ||||||
Retained
earnings
|
253,423 | 323,343 | ||||||
Accumulated
other comprehensive loss
|
(17,937 | ) | (22,117 | ) | ||||
Total
shareholders' equity
|
275,651 | 336,144 | ||||||
Total
liabilities and shareholders' equity
|
$ | 393,693 | $ | 475,433 |
Nine
Months Ended
|
||||||||
September
30,
2009
|
September
28,
2008
|
|||||||
Operating
Activities:
|
||||||||
Net
income (loss)
|
$ | (69,920 | ) | $ | 22,661 | |||
Income
from discontinued operations
|
- | (1,251 | ) | |||||
Adjustments
to reconcile net income (loss) to cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
13,567 | 13,854 | ||||||
Stock-based
compensation expense
|
4,021 | 4,696 | ||||||
Excess
tax benefit related to stock award plans
|
- | (316 | ) | |||||
Deferred
income taxes
|
48,006 | (3,799 | ) | |||||
Equity
in undistributed income of unconsolidated joint ventures,
net
|
(3,494 | ) | (5,145 | ) | ||||
Dividends
received from unconsolidated joint ventures
|
2,669 | 6,277 | ||||||
Impairment
charges
|
13,484 | - | ||||||
Gain
on acquisition
|
(2,908 | ) | - | |||||
Other
non-cash activity
|
- | (614 | ) | |||||
Changes
in operating assets and liabilities excluding effects of
acquisition
and disposition of businesses:
|
||||||||
Accounts
receivable
|
(5,771 | ) | 10,217 | |||||
Accounts
receivable, joint ventures
|
459 | 1,928 | ||||||
Inventories
|
9,213 | 6,429 | ||||||
Pension
contribution
|
(8,000 | ) | (4,080 | ) | ||||
Other
current assets
|
(736 | ) | 2,222 | |||||
Accounts
payable and other accrued expenses
|
(13,844 | ) | (8,657 | ) | ||||
Other,
net
|
(74 | ) | 3,157 | |||||
Net
cash provided by (used in) operating activities of continuing
operations
|
(13,328 | ) | 47,579 | |||||
Net
cash provided by operating activities of discontinued
operations
|
- | 727 | ||||||
Net
cash provided by (used in) operating activities
|
(13,328 | ) | 48,306 | |||||
Investing
Activities:
|
||||||||
Capital
expenditures
|
(9,225 | ) | (13,975 | ) | ||||
Acquisition
of business
|
(7,400 | ) | - | |||||
Investment
activity, other
|
(5,000 | ) | - | |||||
Purchases
of short-term investments
|
- | (132,690 | ) | |||||
Proceeds
from short-term investments
|
5,050 | 131,590 | ||||||
Net
cash used in investing activities of continuing operations
|
(16,575 | ) | (15,075 | ) | ||||
Net
cash used in investing activities of discontinued
operations
|
- | (443 | ) | |||||
Net
cash used in investing activities
|
(16,575 | ) | (15,518 | ) | ||||
Financing
Activities:
|
||||||||
Proceeds
from sale of capital stock, net
|
651 | 3,005 | ||||||
Excess
tax benefit related to stock award plans
|
- | 316 | ||||||
Proceeds
from issuance of shares to employee stock purchase plan
|
672 | 1,051 | ||||||
Purchase
of stock from shareholders
|
- | (30,000 | ) | |||||
Net
cash provided by (used in) financing activities
|
1,323 | (25,628 | ) | |||||
Effect
of exchange rate fluctuations on cash
|
716 | 926 | ||||||
Net
increase (decrease) in cash and cash equivalents
|
(27,864 | ) | 8,086 | |||||
Cash
and cash equivalents at beginning of year
|
70,170 | 36,328 | ||||||
Cash
and cash equivalents at end of quarter
|
$ | 42,306 | $ | 44,414 | ||||
Supplemental
disclosure of noncash investing activities:
|
||||||||
Contribution
of shares to fund employee stock purchase plan
|
$ | 316 | $ | 911 |
·
|
Level
1 – Quoted prices in active markets for identical assets or
liabilities.
|
·
|
Level
2 – Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for
substantially the full term of the assets or
liabilities.
|
·
|
Level
3 – Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or
liabilities.
|
(Dollars
in thousands)
|
Carrying
amount as of
September
30, 2009
|
Level
1
|
Level
2
|
Level
3
|
||||||||||||
Auction
rate securities
|
$ | 39,649 | $ | - | $ | - | $ | 39,649 | ||||||||
Foreign
currency option contracts
|
$ | 1,606 | $ | - | $ | 1,606 | $ | - |
(Dollars
in thousands)
|
Auction
Rate Securities
|
|||
Balance
at December 31, 2008
|
$ | 43,400 | ||
Redeemed
at par
|
(5,050 | ) | ||
Reported
in other comprehensive loss
|
1,752 | |||
Reported
in earnings
|
(453 | ) | ||
Balance
at September 30, 2009
|
$ | 39,649 |
(Dollars
in thousands)
|
Credit
Losses
|
|||
Balance
at June 30, 2009
|
$ | 472 | ||
Reduction
in credit losses due to redemptions
|
(19 | ) | ||
Balance
at September 30, 2009
|
$ | 453 |
April
30,
2009
|
||||
Net
accounts receivable
|
$ | 343 | ||
Inventory
|
2,039 | |||
Intangibles
|
720 | |||
Property,
plant and equipment
|
7,206 | |||
$ | 10,308 |
(Dollars
in thousands)
|
September
30,
2009
|
December
31,
2008
|
||||||
Raw
materials
|
$ | 10,243 | $ | 9,914 | ||||
Work-in-process
|
3,548 | 4,932 | ||||||
Finished
goods
|
20,943 | 26,771 | ||||||
$ | 34,734 | $ | 41,617 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
(Dollars
in thousands)
|
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
||||||||||||
Net
income (loss)
|
$ | 6,331 | $ | 7,107 | $ | (69,920 | ) | $ | 21,410 | |||||||
Foreign
currency translation adjustments
|
3,132 | (4,571 | ) | 3,050 | 2,235 | |||||||||||
Unrealized
gain (loss) on investments
|
90 | 110 | 1,331 | (946 | ) | |||||||||||
Unrealized
gain (loss) on derivative instruments
|
144 | (33 | ) | (201 | ) | (33 | ) | |||||||||
Comprehensive
income (loss)
|
$ | 9,697 | $ | 2,613 | $ | (65,740 | ) | $ | 22,666 |
(Dollars
in thousands)
|
September
30,
2009
|
December
31,
2008
|
||||||
Foreign
currency translation adjustments
|
$ | 18,414 | $ | 15,364 | ||||
Funded
status of pension plans and other postretirement benefits, net of
tax
|
(33,935 | ) | (33,935 | ) | ||||
Unrealized
loss on marketable securities, net of tax
|
(2,761 | ) | (4,092 | ) | ||||
Unrealized
gain on derivatives
|
345 | 546 | ||||||
Accumulated
other comprehensive loss
|
$ | (17,937 | ) | $ | (22,117 | ) |
(In
thousands, except per share amounts)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
|||||||||||||
Numerator:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 6,331 | $ | 7,107 | $ | (69,920 | ) | $ | 21,410 | |||||||
Income
from discontinued operations, net of taxes
|
- | 838 | - | 1,251 | ||||||||||||
Net
income (loss)
|
$ | 6,331 | $ | 7,945 | $ | (69,920 | ) | $ | 22,661 | |||||||
Denominator:
|
||||||||||||||||
Denominator
for basic earnings per share -
Weighted-average
shares
|
15,713 | 15,581 | 15,675 | 15,748 | ||||||||||||
Effect
of dilutive stock options
|
23 | 126 | - | 69 | ||||||||||||
Denominator
for diluted earnings per share
-
Adjusted weighted-average shares and
assumed
conversions
|
15,736 | 15,707 | 15,675 | 15,817 | ||||||||||||
Basic
net income (loss) per share:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 0.40 | $ | 0.46 | $ | (4.46 | ) | $ | 1.36 | |||||||
Income
from discontinued operations, net
|
- | 0.05 | - | 0.08 | ||||||||||||
Net
income (loss)
|
$ | 0.40 | $ | 0.51 | $ | (4.46 | ) | $ | 1.44 | |||||||
Diluted
net income (loss) per share:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 0.40 | $ | 0.46 | $ | (4.46 | ) | $ | 1.35 | |||||||
Income
from discontinued operations, net
|
- | 0.05 | - | 0.08 | ||||||||||||
Net
income (loss)
|
$ | 0.40 | $ | 0.51 | $ | (4.46 | ) | $ | 1.43 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
|||||||||||||
Options
granted
|
25,450 | -- | 356,375 | 321,772 | ||||||||||||
Weighted
average exercise price
|
$ | 20.01 | -- | $ | 23.59 | $ | 31.89 | |||||||||
Weighted-average
grant date fair value
|
9.48 | -- | 9.62 | 15.00 | ||||||||||||
Assumptions:
|
||||||||||||||||
Expected
volatility
|
48.28 | % | -- | 47.37 | % | 39.82 | % | |||||||||
Expected
term (in years)
|
5.50 | -- | 5.86 | 7.00 | ||||||||||||
Risk-free
interest rate
|
2.88 | % | -- | 2.79 | % | 3.28 | % | |||||||||
Expected
dividend yield
|
-- | -- | -- | -- |
Options
Outstanding
|
Weighted-
Average
Exercise
Price
Per
Share
|
Weighted-
Average
Remaining
Contractual
Life
in Years
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Options
outstanding at June 30, 2009
|
2,450,558 | $ | 38.32 | |||||||||||||
Options
granted
|
25,450 | 20.01 | ||||||||||||||
Options
exercised
|
(37,000 | ) | 17.70 | |||||||||||||
Options
cancelled
|
(29,674 | ) | 35.07 | |||||||||||||
Options
outstanding at September 30, 2009
|
2,409,334 | 38.38 | 6.5 | $ | 3,182,438 | |||||||||||
Options
exercisable at September 30, 2009
|
1,592,603 | 41.64 | 5.2 | 910,670 | ||||||||||||
Options
vested or expected to vest at September 30, 2009 *
|
2,384,832 | 38.44 | 6.5 | 3,114,285 | ||||||||||||
Options
Outstanding
|
Weighted-
Average
Exercise
Price
Per
Share
|
|||||||
Options
outstanding at December 31, 2008
|
2,184,878 | $ | 40.11 | |||||
Options
granted
|
356,375 | 23.59 | ||||||
Options
exercised
|
(59,620 | ) | 17.45 | |||||
Options
cancelled
|
(72,299 | ) | 35.15 | |||||
Options
outstanding at September 30, 2009
|
2,409,334 |
Restricted
Shares
Outstanding
|
||||
Non-vested
awards outstanding at December 31, 2008
|
78,950 | |||
Awards
granted
|
46,250 | |||
Awards
issued
|
(24,300 | ) | ||
Non-vested
shares outstanding at September 30, 2009
|
100,900 |
(Dollars
in thousands)
|
Pension
Benefits
|
Retirement
Health and Life Insurance Benefits
|
||||||||||||||||||||||||||||||
Three
Months
Ended
|
Nine
Months
Ended
|
Three
Months
Ended
|
Nine
Months
Ended
|
|||||||||||||||||||||||||||||
Change
in benefit obligation:
|
September
30, 2009
|
September
28,
2008
|
September
30, 2009
|
September
28,
2008
|
September
30, 2009
|
September
28,
2008
|
September
30, 2009
|
September
28,
2008
|
||||||||||||||||||||||||
Service
cost
|
$ | 720 | $ | 1,158 | $ | 2,417 | $ | 3,474 | $ | 132 | $ | 165 | $ | 440 | $ | 449 | ||||||||||||||||
Interest
cost
|
2,103 | 1,985 | 6,273 | 5,955 | 135 | 139 | 405 | 349 | ||||||||||||||||||||||||
Expected
return on plan assets
|
(2,121 | ) | (2,601 | ) | (6,243 | ) | (7,803 | ) | -- | -- | -- | -- | ||||||||||||||||||||
Amortization
of prior service cost
|
128 | 128 | 390 | 385 | (156 | ) | (175 | ) | (499 | ) | (523 | ) | ||||||||||||||||||||
Amortization
of net loss
|
441 | 60 | 1,732 | 180 | 61 | 117 | 237 | 201 | ||||||||||||||||||||||||
Curtailment
Charge
|
-- | -- | 114 | -- | -- | -- | (258 | ) | -- | |||||||||||||||||||||||
Net
periodic benefit cost
|
$ | 1,271 | $ | 730 | $ | 4,683 | $ | 2,191 | $ | 172 | $ | 246 | $ | 325 | $ | 476 |
(Dollars
in thousands)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2009
|
September
28,
2008
(1)
|
September
30,
2009
|
September
28,
2008
(1)
|
|||||||||||||
High
Performance Foams
|
||||||||||||||||
Net
sales
|
$ | 33,813 | $ | 33,890 | $ | 76,415 | $ | 92,966 | ||||||||
Operating
income (loss)
|
6,156 | 7,376 | 2,670 | 17,687 | ||||||||||||
Printed
Circuit Materials
|
||||||||||||||||
Net
sales
|
$ | 28,583 | $ | 31,820 | $ | 83,075 | $ | 94,300 | ||||||||
Operating
income (loss)
|
1,528 | 12 | (1,453 | ) | 4,615 | |||||||||||
Custom
Electrical Components
|
||||||||||||||||
Net
sales
|
$ | 12,072 | $ | 23,232 | $ | 37,407 | $ | 75,862 | ||||||||
Operating
income (loss)
|
(2,069 | ) | 103 | (16,337 | ) | 2,889 | ||||||||||
Other
Polymer Products
|
||||||||||||||||
Net
sales
|
$ | 6,551 | $ | 7,375 | $ | 16,965 | $ | 23,660 | ||||||||
Operating
loss
|
(1,409 | ) | (2,651 | ) | (12,889 | ) | (5,623 | ) |
(1)
|
These
amounts represent the results of continuing operations. The
2008 amounts have been adjusted to exclude the results of the Induflex
subsidiary, which had been aggregated in the Other Polymer Products
reportable segment. See Note 15 “Discontinued Operations” for
further information.
|
|
Inter-segment
sales have been eliminated from the sales data in the previous
table.
|
Joint
Venture
|
Location
|
Reportable
Segment
|
Fiscal
Year-End
|
Rogers
INOAC Corporation (RIC)
|
Japan
|
High
Performance Foams
|
October
31
|
Rogers
INOAC Suzhou Corporation (RIS)
|
China
|
High
Performance Foams
|
December
31
|
Rogers
Chang Chun Technology Co., Ltd. (RCCT)
|
Taiwan
|
Printed
Circuit Materials
|
December
31
|
Polyimide
Laminate Systems, LLC (PLS)
|
U.S.
|
Printed
Circuit Materials
|
December
31
|
(Dollars
in thousands)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
|||||||||||||
Net
sales
|
$ | 30,350 | $ | 32,792 | $ | 64,198 | $ | 88,226 | ||||||||
Gross
profit
|
6,301 | 8,847 | 10,264 | 20,890 | ||||||||||||
Net
income
|
4,574 | 5,072 | 6,988 | 10,291 |
·
|
Claims
|
·
|
Defenses
|
·
|
Dismissals
and Settlements
|
·
|
Potential
Liability
|
·
|
Insurance
Coverage
|
·
|
Cost
Sharing Agreement
|
·
|
Impact
on Financial Statements
|
·
|
In
2005, we began to market our manufacturing facility in Windham,
Connecticut to find potential interested buyers. This facility
was formerly the location of the manufacturing operations of our elastomer
component and float businesses prior to the relocation of these businesses
to Suzhou, China in the fall of 2004. As part of our due
diligence in preparing the site for sale, we determined that there were
several environmental issues at the site and, although under no legal
obligation to voluntarily remediate the site, we believed that remediation
procedures would have to be performed in order to successfully sell the
property. Therefore, we obtained an independent third-party
assessment on the site, which determined that the potential remediation
cost range would be approximately $0.4 million to $1.0
million. We determined that the potential remediation would
most likely approximate the mid-point of this range and recorded a $0.7
million charge in the fourth quarter of 2005. During the third
quarter of 2008, the remediation for this site was
completed. Due to the remediation not being as extensive as
originally estimated, we reduced the accrual by approximately $0.5 million
and paid approximately $0.2 million in costs associated with the
remediation work. As of the end of the first quarter of 2009,
all material costs associated with the remediation of this site have been
paid. In the first quarter of 2009, we entered into the
post-remediation monitoring period, which is required to continue for a
minimum of four quarters up to a maximum of eight quarters, at which point
the DEP will evaluate the site and determine if any additional remediation
work will be necessary, or if the site can be closed. As of
September 30, 2009 any costs associated with this monitoring are expected
to be minimal and will be expensed as
incurred.
|
·
|
On
May 16, 2007, CalAmp Corp. (CalAmp) filed a lawsuit against us for
unspecified damages. During the second quarter of 2008, CalAmp
responded to discovery requests in the litigation and stated that their
then current estimated total damages were $82.9 million. In the lawsuit,
which was filed in the United States District Court, Central District of
California, CalAmp alleged performance issues with certain printed circuit
board laminate materials we had provided for use in certain of their
products. In the first quarter of 2009 this lawsuit was settled
for $9.0 million. The settlement was reached through mediation mandated by
the United States District Court for the Central District of
California. Both parties acknowledged that Rogers admitted no
wrongdoing or liability for any claim made by CalAmp. We agreed to
settle this litigation solely to avoid the time, expense and inconvenience
of continued litigation. Under the settlement reached through
mediation mandated by the U.S. District Court for the Central District of
California, we paid CalAmp the $9.0 million settlement amount in January
2009. We had accrued $0.9 million related to this lawsuit in
2007 and recorded an additional $8.1 million in the fourth quarter of
2008. Legal and other costs related to this lawsuit were
approximately $1.8 million in 2008. In February 2009,
subsequent to the settlement with CalAmp, we reached an agreement with our
primary insurance carrier to recover costs associated with a portion of
the settlement ($1.0 million) as well as certain legal fees and other
defense costs associated with the lawsuit (approximately $1.0
million). Payment for these amounts was received in the first
quarter of 2009. On February 6, 2009, we filed suit in the
United States District Court for the District of Massachusetts against
Fireman’s Fund Insurance Company, our excess insurance carrier, seeking to
collect the remaining $8.0 million of the settlement amount. At
this time, we cannot determine the probability of recovery in this matter
and, consequently, have not recorded this amount as a
receivable.
|
·
|
$13.4
million in charges related to the impairment of certain long-lived assets
in our Flexible Circuit Materials ($7.7 million), Durel ($4.6 million),
Advanced Circuit Materials ($0.8 million), and Thermal Management Systems
($0.3 million) operations;
|
·
|
$1.9
million in severance related to a workforce reduction;
and
|
·
|
$0.8
million in charges related to additional inventory reserves at Durel and
Flexible Circuit Materials, which is recorded in “Cost of sales” on our
condensed consolidated statements of
operations.
|
·
|
Flexible
Circuit Materials
|
·
|
Durel
|
·
|
Advanced
Circuit Materials
|
·
|
Thermal
Management Systems
|
Balance
at December 31, 2008
|
$ | - | ||
Provisions
|
4,675 | |||
Payments
|
(2,929 | ) | ||
Balance
at September 30, 2009
|
$ | 1,746 |
Effective
Date for
|
||||||||
Subject
|
Date
Issued
|
Summary
|
Effect
of Adoption
|
Rogers
|
||||
Consolidation
of Variable Interest Entities
|
June
2009
|
Requires
an analysis to determine whether a variable interest gives the entity a
controlling financial interest in a variable interest entity. This
standard also requires an ongoing reassessment of the primary beneficiary
of the variable interest entity and eliminates the quantitative approach
previously required for determining whether an entity is the primary
beneficiary.
|
Continuing
to assess the potential effects of this standard on our consolidated
financial statements.
|
January
1, 2010
|
||||
Recognition
and Presentation of Other-Than-Temporary
Impairments
|
April
2009
|
Provides
additional guidance for the presentation and disclosure of
other-than-temporary impairments. This also requires a “credit
loss” to be recognized in earnings.
|
Additional
financial reporting disclosures.
|
June
30, 2009
|
||||
Employers’
Disclosures about Postretirement Benefit Plan Assets
|
December
2008
|
Requires
extensive new annual fair value disclosures about assets in defined
benefit postretirement benefit plans, as well as any concentrations of
associated risks.
|
Additional
annual financial reporting disclosures.
|
December
31, 2009
|
||||
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
|||||||||||||
Net
sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Manufacturing
margins
|
30.4 | 31.7 | 26.0 | 32.2 | ||||||||||||
Selling
and administrative expenses
|
20.2 | 20.8 | 24.3 | 19.5 | ||||||||||||
Research
and development expenses
|
4.7 | 5.9 | 6.3 | 5.9 | ||||||||||||
Restructuring
and impairment charges
|
0.2 | - | 8.5 | - | ||||||||||||
Operating
(loss) income
|
5.3 | 5.0 | (13.1 | ) | 6.8 | |||||||||||
Equity
income in unconsolidated joint ventures
|
2.8 | 2.6 | 1.6 | 1.8 | ||||||||||||
Other
income (loss), net
|
0.2 | 0.6 | (0.1 | ) | 0.8 | |||||||||||
Net
impairment losses
|
- | - | (0.2 | ) | - | |||||||||||
Interest
income, net
|
0.1 | 0.6 | 0.2 | 0.7 | ||||||||||||
Acquisition
gain
|
- | - | 1.4 | - | ||||||||||||
Income
(loss) before income taxes
|
8.4 | 8.8 | (10.2 | ) | 10.1 | |||||||||||
Income
tax (benefit) expense
|
0.6 | 1.5 | 22.5 | 2.6 | ||||||||||||
Net
(loss) income
|
7.8 | % | 7.3 | % | (32.7 | )% | 7.5 | % |
·
|
$13.4
million in charges related to the impairment of certain long-lived assets
in our Flexible Circuit Materials ($7.7 million), Durel ($4.6 million),
Advanced Circuit Materials ($0.8 million), and Thermal Management Systems
($0.3 million) operations;
|
·
|
$1.9
million in severance related to a workforce reduction;
and
|
·
|
$0.8
million in charges related to additional inventory reserves at Durel and
Flexible Circuit Materials, which is recorded in “Cost of sales” on our
condensed consolidated statements of
operations.
|
·
|
Flexible
Circuit Materials
|
·
|
Durel
|
·
|
Advanced
Circuit Materials
|
·
|
Thermal
Management Systems
|
Balance
at December 31, 2008
|
$ | - | ||
Provisions
|
4,675 | |||
Payments
|
(2,929 | ) | ||
Balance
at September 30, 2009
|
$ | 1,746 |
(Dollars
in millions)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
|||||||||||||
Net
sales
|
$ | 33.8 | $ | 33.9 | $ | 76.4 | $ | 93.0 | ||||||||
Operating
income (loss)
|
6.2 | 7.3 | 2.6 | 17.7 |
(Dollars
in millions)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
|||||||||||||
Net
sales
|
$ | 28.6 | $ | 31.8 | $ | 83.1 | $ | 94.3 | ||||||||
Operating
income (loss)
|
1.5 | - | (1.5 | ) | 4.6 |
(Dollars
in millions)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
|||||||||||||
Net
sales
|
$ | 12.1 | $ | 23.2 | $ | 37.4 | $ | 75.9 | ||||||||
Operating
income (loss)
|
(2.1 | ) | 0.1 | (16.3 | ) | 2.9 |
(Dollars
in millions)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2009
|
September
28,
2008
|
September
30,
2009
|
September
28,
2008
|
|||||||||||||
Net
sales
|
$ | 6.6 | $ | 7.4 | $ | 17.0 | $ | 23.7 | ||||||||
Operating
loss
|
(1.4 | ) | (2.6 | ) | (12.8 | ) | (5.6 | ) |
(Dollars in
thousands
)
|
September
30,
2009
|
December
31,
2008
|
||||||
Key
Balance Sheet Accounts:
|
||||||||
Cash,
cash equivalents and short-term investments
|
$ | 43,307 | $ | 70,625 | ||||
Accounts
receivable
|
52,428 | 44,492 | ||||||
Inventory
|
34,734 | 41,617 | ||||||
Nine
Months Ended
|
||||||||
September
30,
2009
|
September
28,
2008
|
|||||||
Key
Cash Flow Measures:
|
||||||||
Cash
provided by (used in) operating activities from continuing
operations
|
$ | (13,328 | ) | $ | 47,579 | |||
Cash
used in investing activities from continuing operations
|
(16,575 | ) | (15,075 | ) | ||||
Cash
provided by (used) in financing activities
|
1,323 | (25,628 | ) |
o
|
Inventories
decreased from $41.6 million at December 31, 2008 to $34.7 million at
September 30, 2009 primarily due to decreased production levels across the
Company as a result of the decline in volumes, which resulted in the sale
of existing inventory rather than inventory produced in 2009, as well as a
management focus on maintaining lean inventory levels in this recessionary
environment to help strengthen our working capital
position.
|
o
|
As
of September 30, 2009, we do not have current or long term deferred income
tax assets, versus the balances of $9.8 million and $37.9 million at
December 31, 2008 due to a valuation allowance recorded against our U.S.
deferred tax asset as of the end of the second quarter of
2009.
|
o
|
Accrued
employee benefits and compensation decreased $4.6 million from $23.4 at
December 31, 2008 to $18.8 million at September 30, 2009 primarily due to
an incentive compensation payout of approximately $11.0 million related to
the 2008 performance year; partially offset by approximately $5.0 million
in accrued pension costs for 2009 and $1.7 million of accrued severance as
of September 30, 2009.
|
o
|
Long-term
pension liability decreased by $8.0 million from $43.7 million to $35.7
million due to an $8.0 million contribution to our pension plans in the
first quarter of 2009 to improve the funded status of the plans to
approximately 95%-98%.
|
·
|
$1.0
million irrevocable standby LOC – to guarantee Rogers’ self insured
workers compensation plan;
|
·
|
$0.2
million letter guarantee – to guarantee a payable obligation for a Chinese
subsidiary (Rogers Shanghai)
|
Effective
Date for
|
||||||||
Subject
|
Date
Issued
|
Summary
|
Effect
of Adoption
|
Rogers
|
||||
Consolidation
of Variable Interest Entities
|
June
2009
|
Requires
an analysis to determine whether a variable interest gives the entity a
controlling financial interest in a variable interest entity. This
standard also requires an ongoing reassessment of the primary beneficiary
of the variable interest entity and eliminates the quantitative approach
previously required for determining whether an entity is the primary
beneficiary.
|
Continuing
to assess the potential effects of this standard on our consolidated
financial statements.
|
January
1, 2010
|
||||
Recognition
and Presentation of Other-Than-Temporary
Impairments
|
April
2009
|
Provides
additional guidance for the presentation and disclosure of
other-than-temporary impairments. This also requires a “credit
loss” to be recognized in earnings.
|
Additional
financial reporting disclosures.
|
June
30, 2009
|
||||
Employers’
Disclosures about Postretirement Benefit Plan Assets
|
December
2008
|
Requires
extensive new annual fair value disclosures about assets in defined
benefit postretirement benefit plans, as well as any concentrations of
associated risks.
|
Additional
annual financial reporting disclosures.
|
December
31, 2009
|
||||
ROGERS
CORPORATION
|
||
(Registrant)
|
/s/ Dennis
M. Loughran
|
/s/
Ronald J. Pelletier
|
|
Dennis
M. Loughran
Vice
President, Finance and Chief Financial Officer
Principal
Financial Officer
|
Ronald
J. Pelletier
Corporate
Controller and Principal Accounting
Officer
|
1.
|
Timing of
Exercise
. Subject to Section 2 below, this Stock Option shall
become vested and exercisable as follows: if the Optionee continues in the
employ of the Company or any Affiliate, this Stock Option will become
exercisable on the second anniversary of the Grant Date as to the first
one-third of the shares subject to this Stock Option, on the third
anniversary of the Grant Date as to the second one-third, and on the
fourth anniversary of the Grant Date as to the balance; except that upon
the occurrence of a Change in Control (as defined in the Plan) the vesting
and exercisability of this Stock Option shall be accelerated on and after
a Change in Control (as defined in the Plan) as provided under Section
11.9 of the Plan. The Optionee shall be considered to be
employed for purposes of this Stock Option until the Optionee’s
Termination of Service (as defined in the Plan). This Stock Option shall
remain exercisable until it expires on the tenth anniversary of the Grant
Date, unless this Stock Option is sooner terminated as provided
herein.
|
2.
|
Termination of Stock
Option
. If the Optionee’s employment by the Company and its
Affiliates terminates for any reason, other than death, Disability or
Retirement as provided below, this Stock Option may thereafter be
exercised, to the extent it was vested and exercisable on Termination of
Service for a period of three months from such date or, if earlier, the
tenth anniversary of the Grant
Date.
|
(a)
|
Termination by Reason
of Death or Disability
. If the Optionee’s employment by the Company
and its Affiliates terminates by reason of death or Disability, this Stock
Option shall become immediately vested and exercisable in full and may
thereafter be exercised by the Optionee’s beneficiary or the Optionee, as
applicable, for a period of five years from the date of death or
Disability, as the case may be, or, if earlier, until the tenth
anniversary of the Grant Date. For purposes of this Stock
Option, “Disability” means the Optionee’s inability, due to physical or
mental incapacity resulting from injury, sickness or disease, for one
hundred and eighty (180) days in any twelve-month period to perform his or
her duties hereunder.
|
(b)
|
Termination by Reason
of Retirement
. If the Optionee’s employment by the Company and its
Affiliates terminates by reason of Retirement, this Stock Option shall
become immediately vested and exercisable in full and may thereafter be
exercised for a period of five years from the date of such termination of
employment or, if earlier, until the tenth anniversary of the Grant
Date. For purposes of this Stock Option, “Retirement” means
Termination of Service after the Optionee attains fifty-five years of age
and completes at least five years of vesting service. For
avoidance of doubt, it is not necessary to complete five years of vesting
service prior to attaining age fifty-five in order to qualify for
Retirement. For purposes of this Section 2.(b), “years of
vesting service” shall be determined in the same manner as provided for
under the Section 401(k) plan maintained by the Company as in effect as of
the Grant Date.
|
3.
|
Manner of
Exercise
. This Stock Option may be exercised in whole or in part by
giving written or electronic notice of exercise to the Company or the
Company’s designee designated to accept such notices specifying the number
of shares to be purchased, accompanied by the full purchase price of the
Shares being purchased. Payment of the purchase price may be
made by one or more of the following
methods:
|
(a)
|
In
cash, by check, electronic transfer of funds or by other cash equivalent
acceptable to the Company;
|
(b)
|
In
Shares (either actually or by attestation) valued at its Fair Market Value
(as defined in the Plan) as of the date of tender or
attestation;
|
(c)
|
By
instructing the Company to retain from Shares otherwise issuable upon the
exercise of this Stock Option a number of Shares having a Fair Market
Value equal to all or a portion of the purchase price as of the date of
exercise (a “net-exercise”) under Section 5.4(c) of the Plan;
or
|
(d)
|
By a
combination of the above.
|
4.
|
Stock Option
Transferable in Limited Circumstances
. This Stock Option may be
transferred to a family member, trust or charitable organization to the
extent permitted by applicable law (including any S-8 applicable to the
Plan); provided that the transferee agrees in writing with the Company to
be bound by the terms of this Agreement and the Plan. Except as permitted
in the preceding sentence, this Stock Option is not transferable other
than by will or by the laws of descent and distribution, and this Stock
Option shall be exercisable during the Optionee’s lifetime only by the
Optionee.
|
5.
|
Stock Option
Shares
. The shares to be issued under the Plan are shares of the
Capital Stock of the Company as constituted as of the date of this
Agreement, subject to adjustment as provided in Section 2.3(a) of the
Plan.
|
6.
|
Change in
Control
. The Company shall have the right to modify or terminate
this Stock Option upon a Change in Control as provided in Section 2.3(b)
of the Plan.
|
7.
|
Rights as a
Shareholder
. The Optionee shall have the rights of a shareholder
only as to shares of Capital Stock acquired upon exercise of this Stock
Option and not as to any shares of Capital Stock covered by the
unexercised portion of this Stock Option. Except as otherwise expressly
provided in the Plan, no adjustment shall be made for dividends or other
rights for which the record date occurs prior to the date such shares are
acquired.
|
8.
|
Tax
Withholding
. The Optionee hereby agrees that the exercise of this
Stock Option or any installment thereof will not be effective, and no
shares will become transferable to the Optionee, until the Optionee makes
appropriate arrangements with the Company for such income and employment
tax withholding as may be required of the Company under applicable United
States federal, state or local law on account of such exercise. The
Optionee may satisfy the obligation(s), in whole or in part, by electing
(i) to make a payment to the Company in cash, by check or by other
instrument acceptable to the Company, (ii) to deliver to the Company a
number of already-owned shares of Capital Stock having a value not greater
than the amount required to be withheld (such number may be rounded up to
the next whole share) as may be permitted pursuant to written policies or
rules adopted by the Compensation and Organization Committee of the Board
of Directors of the Company (the “Committee”) in effect at the time of
exercise, or (iii) by any combination of (i) and (ii). In
addition, the Committee may also permit, in its sole discretion and in
accordance with such policies and rules as it deems appropriate, the
Optionee to have the Company withhold a number of shares which would
otherwise be issued pursuant to this Stock Option having a value not
greater than the amount required to be withheld (such number may be
rounded up to the next whole share). The value of shares to be
withheld or delivered (as may be permitted by the Committee) shall be
based on the Fair Market Value of a share of Capital Stock as of the date
the amount of tax to be withheld is to be determined. For
avoidance of doubt, the Committee may change its policies and rules for
tax withholding in its sole discretion from time to time for any
reason.
|
9.
|
Tax Status
.
This Stock Option is not intended to qualify as an incentive stock option
under Section 422 of the Code. This Stock Option is intended to
be exempt from the requirements of Section 409A of the
Code.
|
10.
|
The Plan
. This
Stock Option is subject in all respects to the terms, conditions,
limitations and definitions contained in the Plan. In the event of any
discrepancy or inconsistency between this Agreement and the Plan, the
terms and conditions of the Plan shall control. Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different
meaning is specified herein. Nothing in this Agreement shall in
any way preclude the Company from amending the Plan (including any subplan
thereunder) as necessary to comply with applicable law without the
Optionee’s prior consent.
|
11.
|
No Obligation to
Exercise Stock Option
. The grant and acceptance of this Stock
Option imposes no obligation on the Optionee to exercise
it.
|
12.
|
No Obligation to
Continue Employment
. Neither the Company nor any Affiliate is
obligated to continue to employ the Optionee, nor does the Plan or this
Agreement impose any such
obligation.
|
13.
|
Notices
.
Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at
such other address as one party may subsequently furnish to the other
party in writing.
|
14.
|
Purchase Only for
Investment
. To insure the Company’s compliance with the Securities
Act of 1933, as amended, the Optionee agrees for himself or herself, the
Optionee’s legal representatives and estate, or other persons who acquire
the right to exercise this Stock Option upon his or her death, that shares
will be purchased in the exercise of this Stock Option for investment
purposes only and not with a view to their distribution, as that term is
used in the Securities Act of 1933, as amended, unless in the opinion of
counsel to the Company such distribution is in compliance with or exempt
from the registration and prospectus requirements of that
Act.
|
15.
|
Governing Law
.
This Agreement and this Stock Option shall be governed by the laws of the
Commonwealth of Massachusetts, United States of
America.
|
16.
|
Beneficiary
Designation
. The Optionee may designate Beneficiary(ies) to whom
shall be transferred any rights under this Stock Option which survive the
Optionee’s death. To obtain the beneficiary designation form, please go to
the “Options and Equity Awards” section of the Schwab Equity Award Center
website (
http://equityawardcenter.schwab.com
)
after completing the login procedure and click on the “Review message”
from your “employer” and then click on the “Equity Awards Beneficiary
Designation Form”. Alternatively, you may request this beneficiary
designation form by sending an e-mail to
equityawardsadmin@rogerscorporation.com
or calling the Office of the Corporate Secretary of Rogers Corporation at
800-227-6437 ext. 5566.
|
Weighted Average Performance
Achievement Percentage
|
Percentage of
Target Shares
|
|
Below
Threshold
|
Less
than 0%
|
None
|
Threshold
|
0%
|
0%
of Target Shares
|
Target
|
100%
|
100%
of Target Shares
|
Maximum
|
200%
or more
|
200%
of Target Shares
|
PRIMARY
BENEFICIARY(IES)
|
|||
Name
|
%
|
Address
|
|
(a)
|
____________________________
|
__
|
_____________________________
|
(b)
|
____________________________
|
__
|
_____________________________
|
(c)
|
____________________________
|
__
|
_____________________________
|
CONTINGENT
BENEFICIARY(IES)
|
|||
Name
|
%
|
Address
|
|
(a)
|
____________________________
|
__
|
_____________________________
|
(b)
|
____________________________
|
__
|
_____________________________
|
(c)
|
____________________________
|
__
|
_____________________________
|
ROGERS
CORPORATION
|
|
By:
_____________________________
|
|
Name:
|
|
Title:
|
______________________________
|
|
Grantee
|
Net
Sales Growth
|
Result
|
EPS
Growth
|
Result
|
Free
Cash Flow Percentage
|
Result
|
|||||
12%
|
300%
|
14%
|
300%
|
5%
|
300%
|
|||||
10%
|
200%
|
12%
|
200%
|
4%
|
200%
|
|||||
8%
|
100%
|
10%
|
100%
|
3%
|
100%
|
|||||
6%
|
50%
|
6%
|
50%
|
2.50%
|
50%
|
|||||
3%
|
25%
|
3%
|
25%
|
2.25%
|
25%
|
|||||
0%
|
0%
|
0%
|
0%
|
2%
|
0%
|
(a)
|
“Ending
Value for EPS” means EPS for the Company’s 2011 fiscal
year,
|
(b)
|
“Beginning
Value for EPS” means the EPS for the Company’s 2008 fiscal year,
and
|
(c)
|
“EPS”
means, for a given fiscal year, the Company’s net income per share on a
fully diluted basis from continuing operations as reported on the
Company’s financial statements for that year in accordance with
GAAP.
|
(a)
|
“Ending
Value for Net Sales” means the Net Sales for the Company’s 2011 fiscal
year,
|
(b)
|
“Beginning
Value for Net Sales” means the Net Sales for the Company’ 2008 fiscal
year, and
|
(c)
|
“Net
Sales” means, for a given fiscal year, the net sales reported on the
Company’s financial statements for that year in accordance with
GAAP.
|
Name
|
%
|
Address
|
|
(a)
|
___________________________
|
____
|
____________________________
|
(b)
|
___________________________
|
____
|
____________________________
|
(c)
|
___________________________
|
____
|
____________________________
|
Name
|
%
|
Address
|
|
(a)
|
___________________________
|
____
|
____________________________
|
(b)
|
___________________________
|
____
|
____________________________
|
(c) |
___________________________
|
____
|
____________________________
|
ROGERS
CORPORATION
|
|
By:
______________________________
|
|
Name:
|
|
Title:
|
______________________________
|
|
Grantee
|
ROGERS
CORPORATION
|
|
By:
/s/ Robert M.
Soffer
|
|
Its: Vice
President and Secretary
|
|
1.
|
Section
4(c) of the Plan is hereby amended in its entirety to read as
follows:
|
|
2.
|
Section
10(a) of the Plan is amended in its entirety and replaced with the
following effective as the date of this First
Amendment:
|
|
3.
|
Except
as expressly amended by this First Amendment, the Plan in all other
respects remains in full force and effect and is hereby
confirmed.
|
ROGERS
CORPORATION
|
|
By:
/s/ Robert M.
Soffer
|
|
Its:
Vice President and
Secretary
|
|
1.
|
Section
2 of the Plan is hereby amended by adding the following sentence at the
end thereof:
|
|
“Participants
shall no longer be able to elect to defer any payment of any portion of
the Stock Compensation earned with respect to periods of employment on or
after January 1, 2010.”
|
|
2.
|
Section
3(a) of the Plan is hereby amended by adding the following sentence at the
end thereof:
|
|
3.
|
Section
4 of the Plan is hereby amended by adding the following sentence after the
second sentence therein:
|
|
4.
|
Section
5(b)(ii) of the Plan is hereby amended in its entirety to read as
follows:
|
|
5.
|
Section
11(a) of the Plan is amended in its entirety and replaced with the
following effective as the date of this Second
Amendment:
|
|
6.
|
Except
as expressly amended by this Second Amendment, the Plan in all other
respects remains in full force and effect and is hereby
confirmed.
|
ROGERS
CORPORATION
|
|
By:
/s/ Robert M.
Soffer
|
|
Its:
Vice President and
Secretary
|
National
Economic Research Associates, Inc.
|
|
By:
/s/ Mary
Elizabeth Stern
|
|
Name:
Mary Elizabeth Stern
|
|
Title: Vice
President
|
MARSH USA, INC. | |
By:
/s/
John H. Denton
|
|
Name:
John H. Denton
|
|
Title: Senior
Vice President
|
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Rogers
Corporation;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a.
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b.
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c.
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d.
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent
functions):
|
|
a.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
|
b.
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
/s/
Robert D. Wachob
|
Robert
D. Wachob
President
and Chief Executive
Officer
|
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Rogers
Corporation;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a.
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b.
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c.
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d.
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent
functions):
|
|
a.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
|
b.
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
/s/
Dennis M. Loughran
|
Dennis
M. Loughran
Vice
President, Finance and Chief Financial
Officer
|
/s/
Robert D. Wachob
|
||
Robert
D. Wachob
President
and Chief Executive Officer
November
3, 2009
|
/s/
Dennis M. Loughran
|
||
Dennis
M. Loughran
Vice
President, Finance and Chief Financial Officer
November
3, 2009
|