As filed with the Securities and Exchange Commission on April 26, 1995.
Registration No. 33-53369
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
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, CT 06263, (203) 774-9605
_______________________________________________________
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Robert M. Soffer
Treasurer
Rogers Corporation
One Technology Drive
Rogers, Connecticut 06263
(203) 774-9605
With a copy to:
Ira M. Dansky
Schatz & Schatz, Ribicoff & Kotkin
One Landmark Square
Stamford, Connecticut 06901
(203) 326-6574
_________________________________________________________________________
(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 Post-Effective Amendment
No. 1 to 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]
1
[PAGE]
CROSS-REFERENCE SHEET BETWEEN
ITEMS OF PART I OF FORM S-3 AND PROSPECTUS
____________________________________________
Form S-3 Item No. and Caption Location of Prospectus
(1) Forepart of Registration Statement and
Outside Front Cover Page of Prospectus Outside Front Cover Page
(2) Inside Front and Outside Back Cover Pages Available Information;
of Prospectus Table of Contents
(3) Summary Information, Risk Factors and Outside Front Cover Page;
Ratio of Earnings to Fixed Charges Available Information; 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
Registered Reference
(10) Interests of Named Experts and Counsel *
(11) Material Changes *
(12) Incorporation of Certain Information Documents Incorporated by
by Reference Reference
(13) Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities *
*Omitted because the answer is negative or the item is not applicable.
2
[PAGE]
PROSPECTUS
106,500 SHARES OF CAPITAL STOCK
PAR VALUE $1.00 PER SHARE OF
ROGERS CORPORATION
This Prospectus relates to 106,500 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 ________, 1995, 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 ________, 1995.
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 Street, 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 Place, 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.
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[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 March 31, 1995; (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 Total
Beneficially Shares % of
Owned as of Offered Capital
Selling Shareholder March 31, 1995 Hereby Number of Shares Stock
Harry H. Birkenruth (2) 56,875 (3) 5,000 51,875 (3) 1.47%
Stuart J. Safft (4) 3,301 1,500 1,801 *
Riverside Associates 50,000 (5) 50,000 (5) 0 0 %
Limited Partnership I
(or its nominees or
assignees)
The President and 170,081 (5) 50,000 (5) 120,081 3.40%
Fellows of Harvard
College (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 26,733 shares of the Company's Capital Stock which
may be acquired under options exercisable within 60 days after March
31, 1995.
(4) Mr. Safft is a former Senior Vice President of the Company.
(5) In each case includes the maximum number of Shares (50,000) which
may be acquired upon the exercise of a certain warrant issued by the
Company pursuant to an Amended and Restated Warrant for the
Purchase of Shares of Capital Stock dated as of June 14, 1991 (the
"Warrant"), which Warrant was purchased by the Selling Shareholder
on October 21, 1994. 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
antimanipulative 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 1, 1995 and the related financial
statement schedules included therein, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedules are incorporated herein by reference in reliance upon
such reports 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 1, 1995, including consolidated financial statements,
together with the report of independent auditors thereon, with respect to the
Company's fiscal year ended January 1, 1995, 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 1, 1995
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 Registrant's security holders since January 1, 1995 and
prior to the termination of the offering of the securities covered by this
Registration Statement.
4
[PAGE]
(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.
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.
II-1
[PAGE]
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 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]
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 Rogers, Connecticut, on April 26, 1995.
ROGERS CORPORATION
By /s/ Harry H. Birkenruth
Harry H. Birkenruth
Its President and Chief
Executive Officer
____________________
POWER OF ATTORNEY
Each of the undersigned signing by power of attorney 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
Harry H. Birkenruth Officer (Principal Executive
Officer) and Director April 26, 1995
/s/ Donald F. O'Leary Assistant Controller (Principal
Donald F. O'Leary Accounting Officer) April 26, 1995
/s/ William A. Krein Vice President, Finance, and
William A. Krein Chief Financial Officer
(Principal Financial Officer) April 26, 1995
/s/ Leonid V. Azaroff Director April 26, 1995
Leonid V. Azaroff
/s/ Leonard M. Baker Director April 26, 1995
Leonard M. Baker
/s/ Wallace Barnes Director April 26, 1995
Wallace Barnes
/s/ Mildred S. Dresselhaus Director April 26, 1995
Mildred S. Dresselhaus
/s/ Donald J. Harper Director April 26, 1995
Donald J. Harper
/s/ Gregory B. Howey Director April 26, 1995
Gregory B. Howey
/s/ Leonard R. Jaskol Director April 26, 1995
Leonard R. Jaskol
/s/ William E. Mitchell Director April 26, 1995
William E. Mitchell
II-4
[PAGE]
EXHIBIT INDEX
Sequential
Exhibit Page
Number DESCRIPTION OF DOCUMENT Number
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*
23.3 Consent of Independent Auditors 14
24 Power of Attorney *
_____________________
* Filed with the same exhibit numbers in Registration Statement No. 33-
53369.
II-5
[PAGE]
Exhibit 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and the
use of our reports dated February 7, 1995, with respect to the consolidated
financial statements, and March 23, 1995, with respect to the related financial
statement schedules, in Amendment No. 1 to the Registration Statement
(Form S-3 No. 33-53369) and related Prospectus of Rogers Corporation for
the registration of 106,500 shares of its Capital Stock.
ERNST & YOUNG LLP
Providence, Rhode Island
April 21, 1995
II-6
[PAGE]
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 Rogers, Connecticut, on April 26, 1995.
ROGERS CORPORATION
By
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.
____________________
[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
Harry H. Birkenruth President and Chief Executive
Officer (Principal Executive
Officer) and Director April 26, 1995
Donald F. O'Leary Assistant Controller (Principal
Accounting Officer April 26, 1995
William A. Krein Vice President, Finance, and
Chief Financial Officer (Principal
Financial Officer) April 26, 1995
/s/ Leonid V. Azaroff*
Leonid V. Azaroff Director April 26, 1995
/s/ Leonard M. Baker*
Leonard M. Baker Director April 26, 1995
/s/ Wallace Barnes*
Wallace Barnes Director April 26, 1995
/s/ Mildred S. Dresselhaus*
Mildred S. Dresselhaus Director April 26, 1995
/s/ Donald J. Harper*
Donald J. Harper Director April 26, 1995
/s/ Gregory B. Howey*
Gregory B. Howey Director April 26, 1995
/s/ Leonard R. Jaskol*
Leonard R. Jaskol Director April 26, 1995
/s/ William E. Mitchell*
William E. Mitchell Director April 26, 1995
*By: _______________________________
Attorney-in-Fact
[PAGE]
