SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) September 30, 2003
ROGERS CORPORATION
[Exact name of Registrant as specified in its charter]
Massachusetts 1-4347 06-0513860
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(Address of principal executive offices) (Zip Code)
(860) 774-9605
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
As reported on the Current Report of Form 8-K filed on October 15, 2003, Rogers
Corporation (the "Company") and 3M Company ("3M"), on September 30, 2003,
executed a Stock Purchase Agreement (the "Purchase Agreement") pursuant to which
the Company acquired 3M's 50 percent interest in Durel Corporation ("Durel"), a
50/50 joint venture established between the Company and 3M in 1988.
Pursuant to the Purchase Agreement, on September 30, 2003, 3M delivered to the
Company 1,000 of its $.01 per share par value common shares in Durel,
representing 50 percent of the 2,000 outstanding common shares of Durel. The
Company delivered to 3M $26 million in cash consideration, which was funded from
the Company's available working capital. The purchase price was agreed upon
following an arms length negotiation between the parties.
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on
October 15, 2003 to include Item 7(a) Financial Statements and Item 7(b) Pro
Forma Financial Information.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired
The audited Durel Corporation Balance Sheets as of December 29, 2002
and December 30, 2001, and related Statements of Income, Statements of
Shareholders' Equity and Statements of Cash Flows for the years ended
December 29, 2002 and December 31, 2001, together with the Report of
the Independent Auditors, have been filed with the Company's Annual
Report on Form 10-K for fiscal year ended December 29, 2002 and are
incorporated by reference herein.
The unaudited Durel Corporation Balance Sheets as of September 28, 2003
and December 29, 2002, the unaudited Statements of Income for the
nine-month period ended September 28, 2003 and September 29, 2002, and
the unaudited Statements of Cash Flows for the nine-month period ended
September 28, 2003 and September 29, 2002 are filed as Exhibit 99.1 to
this Form 8-K/A.
(b) Pro forma financial Information
The Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 28, 2003, and the related Unaudited Pro Forma Condensed
Combined Statements of Income for the nine months ended September 28,
2003 and year ended December 29, 2002 of the Company and Durel
Corporation are filed as Exhibit 99.2 to this Form 8-K/A.
(c) Exhibits
99.1 The unaudited Durel Corporation Balance Sheets as of September
28, 2003 and December 29, 2002, the unaudited Statements of
Income for the nine-month period ended September 28, 2003 and
September 29, 2002, and the unaudited Statements of Cash Flows
for the nine-month period ended September 28, 2003 and
September 29, 2002.
99.2 Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 28, 2003, Unaudited Pro Forma Combined Statements of
Income for the nine months ended September 28, 2003 and for
the year ended December 29, 2002 of the Company and Durel
Corporation and the related notes.
Signature
Pursuant to the requirements of section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROGERS CORPORATION
(Registrant)
Date: December 12, 2003 By /s/James M. Rutledge
--------------------
James M. Rutledge
Vice President, Finance and
Chief Financial Officer