As filed with the Securities and Exchange Commission on April 29, 1994.
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ROGERS CORPORATION
______________________________________________________________
(Exact name of registrant as specified in its charter)
Massachusetts
_______________________________________________________________
(State or other jurisdiction of incorporation or organization)
06-0513860
_______________________________________________________________
(I.R.S. Employer Identification No.)
One Technology Drive, Rogers, Connecticut 06263, (203) 774-9605
________________________________________________________________
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Robert M. Soffer With a Ira M. Dansky
Treasurer copy to: Schatz & Schatz, Ribicoff & Kotkin
Rogers Corporation One Landmark Square
One Technology Drive Stamford, Connecticut 06901
Rogers, Connecticut 06263 (203) 326-6574
(203) 774-9605
_______________________________________________________________________________
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________________________________________________
Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________
<CAPTION>
Title of
each class
of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price aggregate offering registra-
registered registered<F1> per unit<F2> price<F2> tion fee
________________________________________________________________________________________
<S> <C> <C> <C> <C>
Capital Stock
(par value
$1.00 per share) 109,000 shares $32.25 $3,515,250 $1,213
______________________________________________________________________________________
<FN>
<F1> The 109,000 shares of Capital Stock being registered may be offered and sold for
the account of the holders thereof, and not for the Registrant. Of such 109,000
shares, 9,000 shares are issued and outstanding, and 100,000 may be acquired upon
the exercise of an outstanding warrant of the Registrant.
<F2> The shares of Capital Stock may be offered and sold for the account of the holders
thereof, and it is anticipated that such offers and sales will be made at market
prices prevailing at the time thereof. Accordingly, pursuant to Rule 457(c), the
registration fee is calculated on the basis of the average of the high and low
sales prices of the Capital Stock as reported on the American Stock Exchange on
April 26, 1994.
</TABLE>
________________________________________________________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
2
<PAGE>
CROSS-REFERENCE SHEET BETWEEN
ITEMS OF PART I OF FORM S-3 AND PROSPECTUS
___________________________________________
Form S-3 Item No. and Caption Location in Prospectus
_____________________________ ________________________
(1) Forepart of Registration Statement Outside Front Cover Page
and Outside Front Cover Page
of Prospectus
(2) Inside Front and Outside Back CoverAvailable Information;
Pages of Prospectus Table of Contents
(3) Summary Information, Risk Factors Outside Front Cover Page; Available
and Ratio of Earnings to Fixed ChargesInformation; The Company
(4) Use of Proceeds *
(5) Determination of Offering Price Outside Front Cover Page; Plan of
Distribution
(6) Dilution *
(7) Selling Security Holders Selling Shareholders
(8) Plan of Distribution Outside Front Cover Page; Plan of
Distribution
(9) Description of Securities to be Documents Incorporated by Reference
Registered
(10) Interests of Named Experts and Counsel*
(11) Material Changes *
(12) Incorporation of Certain InformationDocuments Incorporated by Reference
by Reference
(13) Disclosure of Commission Position on*
Indemnification for Securities Act
Liabilities
*Omitted because the answer is negative or the item is not applicable.
3
<PAGE>
PROSPECTUS
109,000 SHARES OF CAPITAL STOCK
PAR VALUE $1.00 PER SHARE OF
ROGERS CORPORATION
This Prospectus relates to 109,000 shares of the Capital Stock, par value
$1.00 per share ("Shares"), of Rogers Corporation, a Massachusetts corporation
(the "Company"), issued or to be issued by the Company to the Selling
Shareholders named herein ("Selling Shareholders"), which Shares may be offered
and sold from time to time by the Selling Shareholders. See "Selling
Shareholders."
The Selling Shareholders have informed the Company that they intend to sell
all or a portion of the Shares either on the American Stock Exchange ("AMEX"),
the Pacific Stock Exchange ("PSE") or by private sales directly or through a
broker or brokers. Sales on the AMEX and the PSE will be made at market prices
prevailing at the time of such sales. The Company will not receive any of the
proceeds from the sale of Shares, although it will be paying the expenses of
registration of the Shares in connection with this offering, including the
expenses of preparing this Prospectus and the registration statement to which it
relates. The Selling Shareholders, and any broker or dealer through whom sales
of Shares are made, may be deemed "underwriters" within the meaning of the
Securities Act of 1933 (the "1933 Act") and any profits realized by them on the
sale of the Shares may be considered to be underwriting compensation.
The Company's Capital Stock is traded on the AMEX under the symbol "ROG."
On May __, 1994, the closing sales price of the Capital Stock as reported on the
AMEX was $_____.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is May __, 1994.
1
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") under the 1933 Act with the Securities and Exchange
Commission (the "Commission"), Washington, D.C. with respect to the shares of
the Capital Stock of the Company offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement on file with the Commission. The
information omitted can be inspected at the office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and copies can be obtained from the
Commission at prescribed rates by writing to it at 450 Fifth Street, N.W.,
Washington, D.C. 20549. For further information pertaining to the Capital Stock
offered hereby, reference is made to the Registration Statement, including the
Exhibits filed as a part thereof.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Commission. Reports, proxy statements and other information filed by the
Company with the Commission may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth St., N.W., Washington, D.C.
20549, and should be available for inspection and copying at the regional
offices of the Commission located at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center,
13th Floor, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, such
reports, proxy statements and other information concerning the Company may
also be inspected at the offices of the American Stock Exchange, 86 Trinity
Street, New York, New York 10006.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any and all of
the information that has been incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Requests should be directed to: Robert M.
Soffer, Treasurer, Rogers Corporation, One Technology Drive, Rogers, Connecticut
06263, (203) 774-9605.
2
<PAGE>
THE COMPANY
The Company manufactures specialty composite materials and related
components: primarily high performance elastomer materials and components for
office equipment, footwear, printing and other applications; circuit materials
for high frequency and computer applications; and moldable composite materials
for automotive and electrical applications.
The Company's principal executive offices are located at One Technology
Drive, Rogers, Connecticut 06263 (telephone number 203-774-9605).
SELLING SHAREHOLDERS
The following table sets forth: (i) the name of each Selling Shareholder;
(ii) the position, office or other material relationship which each Selling
Shareholder has, or has had within the past three years, with the Company, if
any; (iii) the total number of shares of Capital Stock beneficially owned by
each Selling Shareholder as of April 25, 1994; (iv) the number of Shares offered
hereby by each Selling Shareholder; and (v) the number of Shares anticipated to
be owned by each Selling Shareholder after the offering made hereby:
Amount to be owned after
this offering (1)
________________________
Shares
Beneficially Total Shares
Owned as of Offered Number of % of Capital
Selling Shareholder April 25, 1994 Hereby Shares Stock
___________________ ______________ ____________ ______________________
Harry H. Birkenruth (2) 48,984 (3) 5,000 43,984 (3) 1.35%
Robert D. Wachob (4) 13,349 (3) 1,000 12,349 (3) *
Stuart J. Safft (5) 5,507 3,000 2,507 *
PaineWebber R & D 100,000 (6) 100,000 (6) 0 0%
Partners II, L.P.
(or its nominees
or assignees)
___________________________
(1) Assumes that all Shares offered hereby are sold by each of the Selling
Shareholders.
(2) Mr. Birkenruth is the President, Chief Executive Officer and a director of
the Company.
(3) Includes the following shares of the Company's Capital Stock which may be
acquired under options exercisable within 60 days after April 25, 1994:
Mr. Birkenruth, 18,900 shares; and Mr. Wachob, 11,366 shares.
(4) Mr. Wachob is a Vice President of the Company.
(5) Mr. Safft is a former Senior Vice President of the Company.
(6) Represents the maximum number of Shares that may be acquired upon the
exercise of a certain warrant granted by the Company to PaineWebber R&D
Partners II, L.P. pursuant to an Amended and Restated Warrant for the
Purchase of Capital Stock dated as of June 14, 1991 (the "Warrant"). The
number of Shares subject to the Warrant and the exercise price thereof
are subject to certain adjustments upon the occurrence of certain events.
* Less than 1% of outstanding Capital Stock
3
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that they intend to sell
all or a portion of the Shares offered hereby from time to time either on the
AMEX, PSE or by private sale directly or through a broker or brokers. Sales on
the AMEX and the PSE will be made at prices prevailing at the times of such
sales. The Selling Shareholders, and any broker or dealer through whom sales are
made, may be deemed to be "underwriters" within the meaning of the 1933 Act.
The Company has informed the Selling Shareholders that the anti-
manipulative Rules 10b-5, 10b-6 and 10b-7 under the Exchange Act may apply to
their sales in the market and has furnished each Selling Shareholder with a copy
of these Rules. In addition, the Company has informed them of the need for
delivery of copies of this Prospectus to offerees of the Shares.
There is no assurance that any of the Selling Shareholders will sell any
or all of the Shares offered by them hereby.
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 incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
LEGAL OPINION
The validity of the Capital Stock to which this Prospectus relates has been
passed upon for the Company by Schatz & Schatz, Ribicoff & Kotkin, Stamford,
Connecticut.
DOCUMENTS INCORPORATED BY REFERENCE
There are hereby incorporated in this Prospectus by reference the following
documents filed with the Commission pursuant to the Exchange Act:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 2, 1994, 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.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since January 2, 1994 and prior to
the termination of the offering of the securities covered by this Registration
Statement.
4
<PAGE>
(c) All reports, proxy statements and other communications distributed
to the Registrant'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
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed with the Commission pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Shares shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that any statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
5
<PAGE>
TABLE OF CONTENTS
Page
____
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . 3
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . .. . . . 4
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . 4
____________________
No person is authorized in connection with any offering made hereby to give
any information or to make any representation other than as contained in this
Prospectus, and if given or made, such information or representation must not be
relied upon as having been authorized by the Company or any Selling Shareholder.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, nor shall there be any sale of these securities, by any person in
any jurisdiction in which it is unlawful for such person to make such offer,
solicitation or sale. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
____________________
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the Shares being registered hereunder, all of
which will be borne by the Company.
SEC Registration Fee . . . . . . . . . . . . . . . . . . .$ 1,213
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . 500
Accounting Fees and Expenses . . . . . . . . . . . . . . . 3,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . 5,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 100
______
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . .$10,313
=======
ITEM 15. 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 of a corporation
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 of 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.
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 costs, 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.
II-1
<PAGE>
The Company maintains director and officer liability insurance for the
benefit of the directors and officers of the Company. The policy provides that
the Company must absorb a deductible in the amount of $250,000 for each claim
made in a shareholder derivative action or of $250,000 for any other claim
thereunder.
ITEM 16. EXHIBITS
The exhibits set forth on the Exhibit Index on page II-5 of this
Registration Statement are filed as part of this Registration Statement.
ITEM 17. UNDERTAKINGS
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 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 Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
Exhibit 24
__________
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on April 28, 1994.
ROGERS CORPORATION
By /s/ Harry H. Birkenruth
_________________________________________
Harry H. Birkenruth
Its President and Chief Executive Officer
____________________
POWER OF ATTORNEY
Each of the undersigned hereby appoints Harry H. Birkenruth and Robert M.
Soffer, and each of them severally, his or her true and lawful attorneys-in-fact
to execute on behalf of the undersigned any and all amendments (including 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. Each such attorney will have the power to
act hereunder with or without the other. Each of the undersigned hereby
ratifies and confirms all that such attorneys, or any of them, may lawfully do
or cause to be done by virtue hereof.
____________________
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Capacity Date
/s/ Harry H. Birkenruth President and Chief Executive April 28, 1994
_________________________Officer (Principal Executive
Harry H. Birkenruth Officer) and Director
/s/ Donald F. O'Leary Assistant Controller April 28, 1994
_________________________(Principal Financial
Donald F. O'Leary and Accounting Officer)
/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
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number DESCRIPTION OF DOCUMENT
____________ _______________________
5 Opinion of Schatz & Schatz, Ribicoff & Kotkin
as to the legality of Capital Stock being
registered, including consent of such counsel
23.1 Consent of Schatz & Schatz, Ribicoff & Kotkin
(contained in Exhibit 5)
23.2 Consent of Independent Auditors
24 Power of Attorney (included on page II-3)
II-5
<PAGE>
Exhibit 5
_________
[LETTERHEAD OF SCHATZ & SCHATZ, RIBICOFF & KOTKIN]
April 29, 1994
Rogers Corporation
One Technology Drive
Rogers, Connecticut 06263
Re: Rogers Corporation
Registration Statement on Form S-3
__________________________________
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 109,000 shares (the
"Shares") of Capital Stock, par value $1.00 per share (the "Capital Stock"), of
Rogers Corporation (the "Company"), which may be offered and sold from time to
time, by or for the account of certain holders of the Shares identified in the
Registration Statement (as defined below) as Selling Shareholders.
We have acted as counsel to the Company in connection with the registration
of the Shares under the Act. For the purposes hereof, we have examined: (i) the
Amended and Restated Warrant for the Purchase of Capital Stock dated as of June
14, 1991 (the "Warrant"), issued by the Company to PaineWebber R & D Partners
II, L.P., pursuant to which the holder thereof may, upon exercise, acquire up to
100,000 Shares; (ii) the Articles of Organization and the By-laws of the
Company, each as amended to date; (iii) such records of the corporate
proceedings of the Company as we deemed material; (iv) the Registration
Statement on Form S-3 under the Act relating to the Shares (the "Registration
Statement"); and (v) such other certificates, records and documents as we
considered necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that upon the sale of the
Shares in accordance with the terms of the Registration Statement, the Shares
will be legally issued, fully paid and non-assessable shares of the Company's
Capital Stock; provided however, that, with respect to the Shares that may be
acquired pursuant to the Warrant, such Shares are issued by the Company in
accordance with the terms of the Warrant.
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,
SCHATZ & SCHATZ, RIBICOFF & KOTKIN
II-6
<PAGE>
Exhibit 23.2
____________
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-00000) and related Prospectus of Rogers
Corporation for the registration of 109,000 shares of its Capital Stock 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
II-7
<PAGE>
