As filed with the Securities and Exchange Commission on April 24, 1998
Registration Statement No. 333-
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(860) 774-9605
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
ROGERS CORPORATION 1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Robert M. Soffer, Treasurer
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(860) 774-9605
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________________________
With copies to:
John J. Cleary, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
_____________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities Being Amount to be Price Per Offering Price Registration
Registered Registered (1) Share (2) (2) Fee
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Capital Stock, 750,000 shares $43.00 $32,250,000.00 $9,514.00
par value $1.00
per share.
(1) Plus such additional number of shares as may be required
pursuant to the Rogers Corporation 1998 Stock Incentive Plan
in the event of a stock dividend, stock split, reverse stock
split, recapitalization or other similar event.
(2) This estimate is made solely for the purpose of determining
the amount of the registration fee and is based upon the
average of the high and low prices of the Registrant's
Capital Stock on April 20, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant hereby incorporates by reference the following
documents, which have been previously filed with the Securities
and Exchange Commission (the "Commission").
(a) The Registrant's latest Annual Report on Form 10-K,
including consolidated financial statements, together with the
report of independent auditors thereon, with respect to the
Registrant's fiscal year ended December 28, 1997, filed by the
Registrant pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 28,
1997 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 December
28, 1997 and prior to the termination of the offering of the
securities covered by this registration statement.
(d) The description of the Registrant's Capital Stock
contained in the Registrant's Registration Statement on Form 10
filed pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant 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 Registrant
offered hereby has been passed upon for the Registrant by
Goodwin, Procter & Hoar LLP, Exchange Place, Boston, MA 02109-
2881.
The consolidated financial statements of the Registrant
incorporated by reference in the Registrant's Annual Report (Form
10-K) for the fiscal year ended December 28, 1997 and the related
financial statement schedule 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 schedule
are incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in
accounting and auditing.
-2-
<PAGE>
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.
Article V, Section 8 of the Registrant's By-laws provides
that the Registrant 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 Registrant or of any other
corporation in which he served as such at the request of the
Registrant, 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 Registrant or a subsidiary
thereof. In addition, Article 6 of the Registrant's Restated
Articles of Organization, as amended, provides that, to the
fullest extent permitted by the Massachusetts Business
Corporation Law, a director of the Registrant shall not be
personally liable to the Registrant 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high and of the estimated
maximum offering range may be reflected in the form
of prospectus
-3-
<PAGE>
filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) 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;
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;
(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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended (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 23rd day of April, 1998.
ROGERS CORPORATION
By: /s/ Walter E. Boomer
Walter E. Boomer
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Dale S. Shepherd 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 Chairman of the Board of April 23, 1998
Harry H. Birkenruth Directors
/s/ Walter E. Boomer President, Chief Executive April 23, 1998
Walter E. Boomer Officer, Director (Principal
Executive Officer)
/s/ Dale S. Shepherd Vice President, Finance, April 23, 1998
Dale S. Shepherd Chief Financial Officer,
(Principal Financial and
Accounting Officer)
/s/ Leonid V. Azaroff Director April 23, 1998
Leonid V. Azaroff
/s/ Leonard M. Baker Director April 23, 1998
Leonard M. Baker
/s/ Edward L. Diefenthal Director April 23, 1998
Edward L. Diefenthal
/s/ Mildred S. Dresselhaus Director April 23, 1998
Mildred S. Dresselhaus
/s/ Donald J. Harper Director April 23, 1998
Donald J. Harper
/s/ Gregory B. Howey Director April 23, 1998
Gregory B. Howey
/s/ Leonard R. Jaskol Director April 23, 1998
Leonard R. Jaskol
/s/ William E. Mitchell Director April 23, 1998
William E. Mitchell
S-1
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Goodwin, Procter & Hoar LLP (included
in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page of
this Registration Statement).
<PAGE>
Exhibit 5.1
April 23, 1998
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, CT 06263-0188
Re: Rogers Corporation 1998 Stock Incentive Plan
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to
Rogers Corporation (the "Company") in connection with the
preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 750,000 shares of the
Company's Capital Stock, par value $1.00 per share (the
"Registered Shares"), which may be issued pursuant to the Rogers
Corporation 1998 Stock Incentive Plan (the "Plan").
As counsel for the Company, we have examined a copy of the
Plan, the Registration Statement, and the Company's Articles of
Organization and By-laws, each as amended to date and presently
in effect, such records of the corporate proceedings of the
Company as deemed to be material and such other certificates,
receipts, records, and other documents as we have deemed
necessary or appropriate 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 on the foregoing, we are of the opinion that, when the
Registered Shares are sold and paid for pursuant to the terms of
the Plan, the Registered Shares will be duly authorized, validly
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 Securities Act and
applicable requirements of state laws regulating the offer and
sale of securities.
We hereby consent to being named as counsel to the Company
in the Registration Statement and to the inclusion of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Goodwin, Proctor & Hoar LLP
GOODWIN, PROCTOR & HOAR LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement (Form S-8 No. 333-00000) pertaining to the Rogers
Corporation 1998 Stock Incentive Plan and to the incorporation by
reference therein, of our reports dated February 2, 1998 with
respect to the consolidated financial statements of Rogers
Corporation incorporated by reference, and March 16, 1998, with
respect to the schedule of Rogers Corporation included in its
Annual Report (Form 10-K) for the year ended December 28, 1997,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Providence, Rhode Island
April 22, 1998
