As filed with the Securities and Exchange Commission on April 29, 1994
Registration Statement No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
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.)
One Technology Drive,
Rogers, Connecticut 06263
(Address of Principal Executive Offices)
ROGERS CORPORATION
1994 STOCK COMPENSATION PLAN
(Full title of the plan)
_______________
Robert M. Soffer, Treasurer
Rogers Corporation
One Technology Drive,
Rogers, Connecticut 06263
(203) 774-9605
(Name, address and telephone number,
including area code, of agent for service)
_______________
copy to:
John J. Cleary, P.C.
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
(617) 570-1199
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Calculation of Registration Fee
________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Offering Registra-
be Registered Registered(1) Per Share(2) Price(2) tion Fee
_____________ _____________ ____________ _________ _________
Capital Stock,
$1.00 par value 250,000 $32.25 $8,062,500 $2,781
______________________________________________________________________________
(1) This registration statement also relates to such indeterminate number of
additional shares of Capital Stock of Rogers Corporation (the "Company")
as may be issuable as a result of a stock dividend, stock split, split-
up, recapitalization or other similar event.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Company's Capital
Stock on April 26, 1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-K, including
consolidated financial statements, together with the report of independent
auditors thereon, with respect to the Company's fiscal year ended January 2,
1994, filed by the Company pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since January 2, 1994 and prior to the termination
of the offering of the securities covered by this registration statement.
(c) All reports, proxy statements and other communications distributed to
the Company's security holders since January 2, 1994 and prior to the
termination of the offering of the securities covered by this registration
statement.
(d) The description of the Company's Capital Stock contained in the
Company's Registration Statement on Form 10 filed pursuant to Section 13 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company 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 legality of the shares of Capital Stock of the Company offered hereby
has been passed upon for the Company by Goodwin, Procter & Hoar, Exchange
Place, Boston, MA 02109.
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.
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Article V, Section 8 of the Company's By-laws provides that the Company
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 Company or of any other
corporation in which he served as such at the request of the Company, 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 Company or a
subsidiary thereof. In addition, Article 6 of the Company's Restated Articles
of Organization provides that, to the fullest extent permitted by the
Massachusetts Business Corporation Law, a director of the Company shall not be
personally liable to the Company 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; and
(iii) To include any material information with respect to
the Rogers Corporation 1994 Stock Compensation Plan (the "Plan")
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;
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(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.
EXPERTS
The consolidated financial statements of Rogers Corporation incorporated by
reference in Rogers Corporation's Annual Report (Form 10-K) for the fiscal
year ended January 2, 1994, have been audited by Ernst & Young, independent
auditors, as set forth in their reports thereon incorporated by
reference/included therein and incorporated herein by reference. Such
consolidated financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
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Exhibit 25.1
SIGNATURES
Pursuant to the requirements of 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 28th day of April, 1994.
ROGERS CORPORATION
By: /s/ Harry H. Birkenruth
__________________________________
Harry H. Birkenruth
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Harry
H. Birkenruth 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/ Harry H. Birkenruth President, April 28, 1994
_________________________ Chief Executive
Harry H. Birkenruth Officer, Director
/s/ Donald F. O'Leary Assistant Controller April 28, 1994
__________________________ (Principal Financial
Donald F. O'Leary and Accounting Officer)
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Signature Capacity Date
___________ _________ ____
/s/ Leonid V. Azaroff Director April 28, 1994
___________________________
Leonid V. Azaroff
/s/ Leonard M. Baker Director April 28, 1994
___________________________
Leonard M. Baker
/s/ Wallace Barnes Director April 28, 1994
___________________________
Wallace Barnes
/s/ Mildred S. Dresselhaus Director April 28, 1994
___________________________
Mildred S. Dresselhaus
/s/ Donald J. Harper Director April 28, 1994
___________________________
Donald J. Harper
/s/ Gregory B. Howey Director April 28, 1994
___________________________
Gregory B. Howey
/s/ Leonard R. Jaskol Director April 28, 1994
___________________________
Leonard R. Jaskol
/s/ William E. Mitchell Director April 28, 1994
___________________________
William E. Mitchell
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EXHIBIT INDEX
Exhibit No. Description
____________ _____________
5.1 Opinion of Goodwin, Procter & Hoar as
to the legality of the securities
being registered
24.1 Consent of Counsel (included in
Exhibit 5.1 hereto)
24.2 Consent of Ernst & Young, Independent
Auditors
25.1 Power of Attorney (included in
the Registration Statement)
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Exhibit 5.1
[LETTERHEAD OF GOODWIN, PROCTER & HOAR]
April 29, 1994
Rogers Corporation
One Technology Drive
Rogers, CT 06263
Re: Rogers Corporation 1994 Stock Compensation Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to the
Securities Act of 1933, as amended (the "Act"), of 250,000 shares (the
"Shares") of capital stock, par value $1.00 per share (the "Capital Stock"),
of Rogers Corporation (the "Company") which may be issued pursuant to the
Rogers Corporation 1994 Stock Compensation Plan (the "Plan").
We have acted as counsel to the Company in connection with the registration
of Shares under the Act. We have examined the Plan; the Articles of
Organization and the By-laws of the Company, each as amended to date; such
records of the corporate proceedings of the Company as we deemed material;
the Registration Statement on Form S-8 under the Act relating to the Shares
(the "Registration Statement"); and such other certificates, records and
documents as we considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and the Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Capital Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as part of the above-
referenced Registration Statement and to the use of our name therein.
Very truly yours,
GOODWIN, PROCTER & HOAR
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Exhibit 24.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 33-00000) pertaining to the Rogers
Corporation 1994 Stock Compensation Plan and to the incorporation by reference
therein of our reports dated February 9, 1994, with respect to the
consolidated financial statements, and March 25, 1994 with respect to the
related financial statement schedules, incorporated by reference and included
in its Annual Report (Form 10-K), respectively, for the fiscal year ended
January 2, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Providence, Rhode Island
April 25, 1994
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