rog-20240606

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 6, 2024

ROGERS CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts

1-4347

06-0513860

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

2225 W. Chandler Blvd., Chandler, Arizona 85224

(Address of principal executive offices) (Zip Code)

(480) 917-6000

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock,	par value $1.00 per share	ROG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K amends the Current Report on Form 8-K filed by Rogers Corporation (“Rogers” or the “Company”) with the Securities and Exchange Commission (the “SEC”) on June 6, 2024 (the “Original Report”) and is being filed solely to amend and supplement the Company’s disclosure contained in Item 2.05 of the Original Report. The Original Report otherwise remains unchanged.

Item 2.05 Costs Associated with Exit or Disposal Activities.

As previously reported, on June 6, 2024, the Company announced the intended cessation of advanced circuit materials manufacturing and related activities at its facility (the “Facility”) in Evergem, Belgium to help optimize the Company’s production costs across its global operations.

At the time of the Original Report, the Company was not able to make a good faith estimate of the employee severance costs it would incur in connection with the cessation of activity at the Facility. The Company now estimates that of the total anticipated shutdown-related expenses previously estimated in the range of $18 to 28 million, $16 to $18 million is expected to comprise employee severance costs, with the balance comprising non-cash accelerated depreciation of fixed asset costs and other shutdown-related cash costs. The Company expects that the bulk of the cash outflows will occur during fiscal year 2025.

The estimates of the charges and expenditures that the Company expects to incur in connection with the cessation of activities at the Facility, and the timing thereof, are subject to several assumptions and the actual amounts incurred may differ materially from these estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur.

Forward-Looking Statements Disclosure

This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements and are based on Rogers’ current beliefs and expectations. All forward-looking statements are based upon information available to the Company on the date of this Current Report on Form 8-K and are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from those indicated by the forward-looking statements. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the Company. Readers are cautioned not to place undue reliance on these forward-looking statements and to review the risks as set forth in more detail in the Company’s most recent Annual Report on Form 10-K and any subsequent reports filed with the Securities and Exchange Commission, including Quarterly Reports on Form 10-Q. Rogers assumes no responsibility to update any forward-looking statements contained herein except as required by law.

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

(Registrant)

Date: July 19, 2024

By:

/s/ Ramakumar Mayampurath

Ramakumar Mayampurath

Senior Vice President, Chief Financial Officer and Treasurer
Principal Financial Officer