As filed with the Securities and Exchange Commission on February 26, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
________________________________
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
________________________________
ROGERS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
________________________________
| Massachusetts | 06-0513860 | |||||||||||||
| (State or Other Jurisdiction of | (I.R.S. Employer | |||||||||||||
| Incorporation or Organization) | Identification No.) | |||||||||||||
2225 W. Chandler Blvd.
Chandler, Arizona 85224
(Address of Principal Executive Offices) (Zip Code)
Rogers Corporation 2019 Long-Term Equity Compensation Plan
(Full title of the Plan)
_____________________________________
Jessica Morton
Senior Vice President, General Counsel and Corporate Secretary
2225 W. Chandler Blvd.
Chandler, Arizona 85224
(480) 917-6000
(Name, address including zip code, and telephone number, including area code, of agent for service)
________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Rogers Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register an additional 50,941 shares of capital (common) stock, par value $1.00 per share (“common stock”), issuable to eligible persons under its 2019 Long-Term Equity Compensation Plan, as it may be amended from time to time (the “Plan”), that became available for future grant under the Plan, including pursuant to awards under the Registrant’s 2009 Long-Term Equity Compensation Plan that were canceled, expired or terminated, or were forfeited, lapsed or settled in cash.
The Registrant previously filed with the Commission a Registration Statement on Form S-8 (File No. 333-231459) (the “Prior Registration Statement”). This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement related. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit Number | Description | ||||||||||
| 5.1 | |||||||||||
| 23.1 | |||||||||||
| 23.2 | Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1) | ||||||||||
| 24.1 | Power of Attorney (included in signature page hereof) | ||||||||||
| 99.1 | |||||||||||
| 107 | |||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Chandler, State of Arizona, on February 26, 2025.
| ROGERS CORPORATION | |||||||||||
| By: | /s/ Laura Russell | ||||||||||
| Name: | Laura Russell | ||||||||||
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | ||||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints R. Colin Gouveia, Laura Russell and Jessica Morton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ R. Colin Gouveia | President, Chief Executive Officer and Director | February 26, 2025 | ||||||||||||
| R. Colin Gouveia | (Principal Executive Officer) | |||||||||||||
| /s/ Laura Russell | Senior Vice President, Chief Financial Officer and Treasurer | February 26, 2025 | ||||||||||||
| Laura Russell | (Principal Financial Officer) | |||||||||||||
| /s/ R. Sean Reeder | Chief Accounting Officer and Corporate Controller | February 26, 2025 | ||||||||||||
| R. Sean Reeder | (Principal Accounting Officer) | |||||||||||||
| /s/ Peter Wallace | Chairman of the Board of Directors | February 26, 2025 | ||||||||||||
| Peter Wallace | ||||||||||||||
| /s/ Larry Berger | Director | February 26, 2025 | ||||||||||||
| Larry Berger | ||||||||||||||
| /s/ Donna Costello | Director | February 26, 2025 | ||||||||||||
| Donna Costello | ||||||||||||||
| /s/ Megan Faust | Director | February 26, 2025 | ||||||||||||
| Megan Faust | ||||||||||||||
| /s/ Armand Lauzon | Director | February 26, 2025 | ||||||||||||
| Armand Lauzon | ||||||||||||||
| /s/ Woon Keat Moh | Director | February 26, 2025 | ||||||||||||
| Woon Keat Moh | ||||||||||||||
| /s/ Jeffrey Owens | Director | February 26, 2025 | ||||||||||||
| Jeffrey Owens | ||||||||||||||
| /s/ Anne Roby | Director | February 26, 2025 | ||||||||||||
| Anne Roby | ||||||||||||||