SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-4347
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
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)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Capital Stock, $1 Par Value New York Stock Exchange, Inc.
Rights to Purchase Capital Stock New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No ________
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the Capital Stock, $1 par value, held by
non-affiliates of the Registrant as of March 1, 2002 was $480,476,656.
The number of shares of Capital Stock, $1 par value, outstanding as of
March 1, 2002 was 15,180,937.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for the fiscal
year ended December 30, 2001 are incorporated by reference into Parts I and II.
Portions of the proxy statement for the Registrant's 2002 annual meeting of
stockholders to be held April 25, 2002, are incorporated by reference into
Part III.
TABLE OF CONTENTS
PART I
Item Page
1. Business 1
2. Properties 6
3. Legal Proceedings 6
4. Submission of Matters to a Vote of Security Holders 8
PART II
5. Market for Registrant's Common Equity and Related Stockholder
Matters 8
6. Selected Financial Data 8
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
7A. Quantitative and Qualitative Disclosures About Market Risk 8
8. Financial Statements and Supplementary Data 8
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 8
PART III
10. Directors and Executive Officers of the Registrant 9
11. Executive Compensation 9
12. Security Ownership of Certain Beneficial Owners and Management 9
PART IV
14. Exhibits and Reports on Form 8-K 10
SIGNATURES
Signatures 14
PART I
Item 1. BUSINESS
GENERAL
Rogers Corporation (the Company), founded in 1832, is one of the oldest
publicly traded U.S. companies in continuous operation. The Company has
adapted its products over the years to meet changing market needs, moving
from specialty paperboard to transformer boards for electrical insulation,
and now predominantly to a range of specialty polymer composite materials
for communications, imaging, computer, transportation, and consumer
applications.
New leadership in 1992 restructured the Company to focus on these materials
based businesses - printed circuit materials, high performance foams, and
other polymer materials and components. The Company's management, operations,
sales and marketing, and technology development activities were redirected
to efforts intended to grow the materials based businesses. In so doing,
the Company takes advantage of its core competencies in polymers, fillers,
and adhesion, and applies its related materials technologies to identified
market needs. Materials based businesses were the core businesses responsible
for the Company's strong growth in the 1960's and 1970's, and provided most
of the Company's profits in the 1980's. During that time, the profits from
the materials based businesses were often offset by substantial losses in the
Company's former electronic components businesses, which are now divested.
The materials based businesses are guided by clearly developed strategic
business plans for profitable growth. The current focus is on worldwide
markets for printed circuit materials, especially high frequency
circuit materials; high performance urethane and silicone foams; and the
electroluminescent lamp joint venture with 3M. An increasingly large
percentage of these materials are going into fast growth, high technology
applications, such as cell telephone base stations and antennas, handheld
wireless devices and satellite television receivers.
BUSINESS SEGMENT FINANCIAL AND GEOGRAPHIC INFORMATION
"Business Segment and Geographic Information" on pages 39-41 of the annual
report to shareholders for the year ended December 30, 2001, is incorporated
herein by reference.
PRODUCTS
Rogers Corporation manufactures and sells specialty polymer composite
materials and components which it develops for growing markets and applications
around the world. The Company has three business segments: High Performance
Foams, Printed Circuit Materials, and Polymer Materials and Components. The
Company's products are based on its core technologies in polymers, fillers, and
adhesion. Most products are proprietary, or incorporate proprietary technology
in their development and processing, and are sold under the Company's valuable
brand names.
HIGH PERFORMANCE FOAMS
High Performance Foams include urethane foams and silicone foams. The Company's
High Performance Foams have characteristics that offer functional advantages in
many market applications, and serve to differentiate the Company's products from
competitors' materials and from other commonly available materials.
High Performance Foams are sold to fabricators, printers and original equipment
manufacturers for applications in imaging, communications, computer,
transportation, consumer and other markets. Trade names for the Company's
High Performance Foams include: PORON (R) urethane foams used for making high
performance gaskets and seals in vehicles, communications devices, computers
and peripherals;
1
PORON cushion insole materials for footwear and related products; PORON
healthcare and medical materials for body cushioning, orthotic appliances;
BISCO (TM) silicone foams, used for making flame retardant gaskets and seals in
aircraft, trains, cars and trucks, and for shielding extreme temperature or
flame; and R/bak (R) compressible printing plate backing and mounting products
for cushioning flexographic printing on packaging materials.
One of the Company's joint ventures extends and complements the Company's
worldwide business in High Performance Foams. Rogers Inoac Corporation (RIC),
a 50% owned joint venture with Japan-based Inoac Corporation, manufactures high
performance PORON urethane foam materials in Mie and Nagoya, Japan.
PRINTED CIRCUIT MATERIALS
Printed Circuit Materials include printed circuit board laminates for high
frequency circuits, flexible printed circuit board laminates for high
performance flexible circuits, and polyester based industrial laminates. The
Company's Printed Circuit Materials have characteristics that offer performance
and other advantages in many market applications, and serve to differentiate the
Company's products from competitors' products and from commonly available
materials.
Printed Circuit Materials are sold principally to independent and captive
printed circuit board manufacturers who convert the Company's laminates to
custom printed circuits.
The polymer based dielectric layers of the Company's high frequency circuit
board laminates are proprietary materials that provide highly specialized
electrical and mechanical properties. Trade names for the Company's high
frequency printed circuit board materials include RO3000 (R), RO4000 (R),
DUROID (R), RT/duroid (R), ULTRALAM (R), and TMM (R) laminates. All of these
laminates are used for making circuitry that receive, transmit, and process
high frequency communications signals. Each laminate addresses specific needs
and applications within the communications market. High frequency circuits
are used throughout the equipment and devices that comprise wireless
communications systems, including cellular communications, digital cellular
communications, paging, direct broadcast television, global positioning,
mobile radio communications, and radar.
The flexible circuit materials that the Company manufactures are called
R/flex (R) materials. They are mainly used to make interconnections for
handheld computers, portable electronic devices, and hard disk drives. The
performance characteristics of R/flex materials differentiate these
laminates from commonly available flexible circuit materials.
The adhesiveless flexible circuit materials that the Company sold to
Hutchinson Technology Incorporated (HTI), for making TSA suspensions in
magneto resistive hard disk drives, are called SSLAM materials. SSLAM
materials are manufactured by Mitsui Chemicals, Inc. of Japan, under a
technology license from Rogers Corporation. Effective January 3, 2000
the Company started a joint venture with Mitsui Chemicals, Inc. to
eventually manufacture this flexible circuit board laminate in Chandler,
Arizona. Beginning in 2000, this joint venture, Polyimide Laminate Systems,
LLC (PLS) made these sales to HTI rather than having the resale go through
the Company. Eventually PLS will provide HTI with a second source of supply
thereby enabling the Company and Mitsui Chemicals to remain the sole source
for these materials.
Industrial laminates are manufactured by the Company under the Induflex (R)
trade name. These polyester based laminates, with thin aluminum and copper
cladding, are sold to telecommunications and data communication cable
manufacturers for shielding electromagnetic and radio frequency interference,
and to automotive component manufacturers for making flat, etched-foil
heaters.
2
POLYMER MATERIALS AND COMPONENTS
Polymer Materials and Components include high performance elastomer
components, composite materials, high performance thermoset moldable
composites, and power distribution bus bars. The Company's Polymer
Materials and Components have characteristics that offer functional
advantages in many market applications, and serve to differentiate the
Company's products from competitors' materials and from other commonly
available materials.
Polymer Materials and Components are sold to molders, printers and original
equipment manufacturers for applications in transportation, communications,
imaging, computer, consumer and other markets. Trade names for the Company's
Polymer Materials and Components include: NITROPHYL (R) floats for fill
level sensing in fuel tanks, motors, and storage tanks; ENDUR (R) elastomer
rollers and belts for document handling in copiers, computer printers,
facsimile machines, mail sorting machines and automated teller machines;
MPC (R) phenolic-based and RX (R) epoxy-based thermoset moldable composites
for molding engine and transmission parts used in vehicles, and for molding
commutator hubs, brush holders, and other high performance parts that
insulate electrical activity in electric motors, appliances, and tools. In
January 1999, the Company acquired portions of the moldable composite
business of Cytec Fiberite, broadening the line of thermoset moldable phenolic
and epoxy composites that it can offer customers for high performance
applications. Acquired products include brake piston formulations for
molding disk brake pistons, and epoxy molding materials for making
optoelectronics components.
Power distribution bus bars are manufactured by the Company under the
MEKTRON (R) trade name. Bus bars are sold to manufacturers of high voltage
electrical traction systems for use in mass transit and industrial
applications, and to manufacturers of communication and computer equipment.
The Company's nonwoven composite materials are manufactured for medical
padding and bandaging, and industrial pre-filtration applications. In October
1998, the Company acquired the dampening sleeve business from Imation, a former
3M business. These nonwoven composite roller covers, and related pressroom
products, are consumable supplies used by the lithographic printing industry.
One of the Company's joint ventures complements the Company's worldwide business
in Polymer Materials and Components. This is Durel Corporation, a 50% owned
venture with 3M, which manufactures DUREL electroluminescent lamps and phosphor,
in Chandler, Arizona.
BACKLOG
Excluding joint venture activity, the backlog of firm orders for High
Performance Foams was $3,611,000 at December 30, 2001 and $2,860,000 at
December 31, 2000. The backlog of firm orders for Printed Circuit Materials
was $7,384,000 at December 30, 2001 and $7,689,000 at December 31, 2000.
The backlog of firm orders for Polymer Materials and Components was
$12,273,000 at December 30, 2001 and $21,257,000 at December 31, 2000.
The amount of unfilled orders is reasonably stable throughout the year.
RAW MATERIALS
The manufacture of High Performance Foams, Printed Circuit Materials and Polymer
Materials and Components requires a wide variety of purchased raw materials.
Some of these raw materials are available only from limited sources of supply
that, if discontinued, could interrupt production. When this has occurred in
the past, the Company has purchased sufficient quantities of the particular raw
material to sustain production until alternative materials and production
processes could be qualified with customers. Management believes that similar
responses would mitigate any raw material availability issues in the future.
3
EMPLOYEES
The Company employed an average of 217 people in the High Performance Foams
operations, 480 people in the Printed Circuit Materials operations, and 679
people in the Polymer and Materials operations during 2001.
SEASONALITY
In the Company's opinion, none of the business is seasonal.
CUSTOMERS & MARKETING
The Company's products were sold to approximately 2,500 customers worldwide
in 2001. Although the loss of all the sales made to any one of the Company's
major customers would require a period of adjustment during which the
business of a segment would be adversely affected, the Company believes
that such adjustment could be made over a period of time. The Company
also believes that its business relationships with the major customers
within all of its segments are generally favorable, and that it is in a
good position to respond promptly to variations in customer requirements.
However, the possibility exists of losing all the business of any major
customer as to any product line. Likewise, the possibility exists of
losing all the business of any single customer.
The Company markets its full range of products throughout the United States
and in most foreign markets. Over 90% of the Company's sales are sold
through the Company's own domestic and foreign sales force, with the balance
sold through independent agents and distributors.
COMPETITION
There are no firms that compete with the Company across its full range of
product lines. However, each of the Company's products faces competition
in each business segment in domestic and foreign markets. Competition
comes from firms of all sizes and types, including those with substantially
more resources than the Company. The Company's strategy is to offer
technically advanced products that are price competitive in their markets,
and to link the offerings with market knowledge and customer service. The
Company believes this serves to differentiate the Company's products in
many markets.
RESEARCH & DEVELOPMENT
The Company has many domestic and foreign patents and licenses and has
additional patent applications on file related to all business segments.
In some cases, the patents result in license royalties. The patents are
of varying duration and provide some protection. Although the Company
vigorously defends its patents, the Company believes that its patents have
most value in combination with its equipment, technology, skills, and market
position. The Company also owns a number of registered and unregistered
trademarks that it believes to be of importance.
During its fiscal year 2001, the Company spent $12,570,000 on research and
development activities, compared with $12,493,000 in 2000, and $10,791,000
in 1999. These amounts include the cost of the corporate research and
development effort in Rogers, Connecticut, which amounted to $8,670,000,
$8,892,000, and $7,491,000 in 2001, 2000, and 1999, respectively. The balance
was comprised of expenditures for product development and new process
development activities in its operating units.
4
ENVIRONMENTAL REGULATION
During fiscal year 2001, the Company spent $400,000 on capital equipment
necessary to comply with federal, state, and local environmental protection,
health and safety regulations. Management estimates that 2002 expenditures
needed for compliance with current environmental, health, and safety
regulations will approximate $900,000 of which $600,000 has been accrued
and $300,000 is expected to be capitalized. These capital expenditures
will generally be depreciated on a straight-line basis over a period of
from 5 to 10 years.
EXECUTIVE OFFICERS OF THE REGISTRANT
All officers hold office until the first meeting of the Board of Directors
following the annual meeting of stockholders or until successors are elected.
There are no family relationships between or among executive officers and
directors of the Company.
Name, Age Prior Business Experience Served in Present
and Present Position in Past Five Years Position Since
- ------------------------------------------------------------------------------
Walter E. Boomer, 63 President of Babcock & Wilcox
President and Chief Power Generation Group and Executive
Executive Officer Vice President of McDermott
International, Inc. to October 1996. March 1997
Bruce G. Kosa, 62
Vice President,
Technology October 1994
John A. Richie, 54
Vice President,
Human Resources October 1994
Frank H. Roland, 66 Vice President of RBX Corporation
Vice President, January 1995 to October 1996;
Finance; Chief President of Rubatex Corporation
Financial Officer; April 1995 to October 1996;
and Secretary President and Chief Executive
Officer of RBX Corporation
October 1996 to July 1998. September 1998
Robert D. Wachob, 54 Vice President, Sales and Marketing
Executive Vice from October 1990 to May 1997;
President Senior Vice President, Sales and
Marketing from May 1997 to
January 2000. January 2000
Robert M. Soffer, 54
Treasurer March 1987
Assistant Secretary and Clerk February 1992
Vice President April 2000
5
Item 2. PROPERTIES
The Company owns its properties, except as noted below. The Company considers
that its properties are well-maintained, in good operating condition, and
suitable for its current and anticipated business. Operating capacity can
be increased by additional worker hours at several of the Company's locations.
Also, adequate land is available for foreseeable future requirements at each
of the Company's owned plants.
Floor Space
(Square Feet) Type of Facility Leased/Owned
------------- ---------------- ------------
High Performance Foams
- ----------------------
Woodstock, Connecticut 152,000 Manufacturing Owned
Elk Grove Village,
Illinois 93,000 Manufacturing Leased through 9/07
Printed Circuit Materials
- -------------------------
Chandler, Arizona 156,000 Manufacturing Owned
4,000 Warehouse Owned
11,000 Rental Property Owned
Chandler, Arizona* 142,000 Manufacturing Owned
Evergem, Belgium 80,000 Manufacturing Owned
Ghent, Belgium
Rogers NV 17,000 Manufacturing Owned
Rogers Induflex NV 96,000 Manufacturing Owned
Polymer Materials and Components
- --------------------------------
Manchester, Connecticut 150,000 Manufacturing Owned
38,000 Warehouse Owned
South Windham, Connecticut 88,000 Manufacturing Owned
Rogers, Connecticut 290,000 Manufacturing Owned
Ghent, Belgium
Rogers NV 96,000 Manufacturing Owned
Other
- -----
Rogers, Connecticut 116,000 Corporate Headquarters/
Research &
Development Owned
Tokyo, Japan 2,000 Sales Office Leased through 9/03
Wanchai, Hong Kong 1,000 Sales Office Leased through 3/03
Guangzhou, China 1,000 Sales Office Leased through 3/03
Taipei, Taiwan, R.O.C. 1,000 Sales Office Leased through 7/03
Seoul, Korea 1,000 Sales Office Leased through 2/03
50 Warehouse Leased through 5/03
Singapore 1,000 Sales Office Leased through 6/03
*The Company is leasing this facility to the current owner of the flexible
interconnections business, which was sold by the Company in 1993.
Item 3. LEGAL PROCEEDINGS
The Company is subject to federal, state, and local laws and regulations
concerning the environment and is currently engaged in proceedings related
to such matters.
The Company is currently involved as a potentially responsible party (PRP)
in two cases involving waste disposal sites, both of which are Superfund
sites. These proceedings are at a stage where it is still not
6
possible to estimate the cost of remediation, the timing and extent of
remedial action which may be required by governmental authorities, and
the amount of liability, if any, of the Company alone or in relation
to that of any other PRPs. The Company also has been seeking to
identify insurance coverage with respect to these matters.
Where it has been possible to make a reasonable estimate of the Company's
liability, a provision has been established. Insurance proceeds have only
been taken into account when they have been confirmed by or received from
the insurance company. Actual costs to be incurred in future periods may
vary from these estimates. Based on facts presently known to it, the Company
does not believe that the outcome of these proceedings will have a material
adverse effect on its financial position.
In addition to the above proceedings, the Company has been actively working
with the Connecticut Department of Environmental Protection (CT DEP) related
to certain polychlorinated biphenyl (PCB) contamination in the soil beneath
a section of cement flooring at its Woodstock, Connecticut facility. The
Company completed clean-up efforts in 2000, monitored the site in 2001, and
will continue to monitor the site for the next two years. On the basis of
estimates prepared by environmental engineers and consultants, the Company
recorded a provision of $2,200,000 prior to 1999 and based on updated
estimates provided an additional $400,000 in 1999 for costs related to this
matter. Prior to 1999, $900,000 was charged against this provision. In
1999, 2000, and 2001 expenses of $400,000, $900,000, and $100,000 were
charged, respectively, against the provision. The remaining amount in the
reserve is primarily for testing, monitoring, sampling and any minor residual
treatment activity. Management believes, based on facts currently available,
that the balance of this provision is adequate to complete the project.
In this same matter the United States Environmental Protection Agency (EPA)
has alleged that the Company improperly disposed of PCBs. An administrative
law judge found the Company liable for this alleged disposal and assessed a
penalty of approximately $300,000. The Company reflected this fine in
expense in 1998 but disputed the EPA allegations and appealed the
administrative law judge's findings and penalty assessment. The original
findings were upheld internally by the EPA's Environmental Appeals Board,
and the Company placed that decision on appeal with the District of
Columbia Federal Court of Appeals in 2000. In early January of 2002,
the Company was informed that the Court of Appeals reversed the decision.
As a result of this favorable decision, the $300,000 reserve for the fine
was taken into income in 2001 as the Company intends to vigorously
resist any future attempts by the government to impose a substantial
fine.
On February 7, 2001, the Company entered into a definitive agreement to
purchase the Advanced Dielectric Division (ADD) of Tonoga, Inc. (commonly
known as Taconic), which operates facilities in Petersburgh, New York and
Mullingar, Ireland. On May 11, 2001, the Company announced that active
discussions with Taconic to acquire the ADD business had been suspended
and it was not anticipated that the acquisition would occur. Accordingly,
$1,500,000 in costs associated with this potential acquisition were written
off during the second quarter. On October 23, 2001, the Company terminated
the acquisition agreement.
On October 24, 2001, a breach of contract lawsuit was filed against the
Company in the United States District Court for the District of Connecticut
seeking damages in the amount of $25,000,000 or more, as well as specific
performance and attorneys' fees (Tonoga, Ltd., d/b/a Taconic Plastics Ltd.,
Tonoga, Inc., Andrew G. Russell, and James M. Russell v. Rogers Corporation).
The complaint alleges that the Company breached its agreement to purchase
Taconic's Advanced Dielectric Division. The Company believes that several
conditions precedent to a closing contained in the relevant agreement were
not satisfied by Taconic, and that the litigation is without merit. The
Company intends to vigorously defend the lawsuit.
In addition to the above issues, the nature and scope of the Company's
business bring it in regular contact with the general public and a variety
of businesses and government agencies. Such activities inherently subject
the Company to the possibility of litigation that is defended and handled
in the ordinary course of business. The Company has established accruals
for matters for which management considers a loss to
7
be probable and reasonably estimable. It is the opinion of management
that facts known at the present time do not indicate that such litigation,
after taking into account insurance coverage and the aforementioned
accruals, will have a material adverse effect on the financial position
of the Company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under the
caption "Capital Stock Market Prices" on page 21, under the caption
"Restriction on Payment of Dividends" in Note F on page 35, and under
the caption "Dividend Policy" in the "Management's Discussion and
Analysis" on page 21 of the 2001 annual report to shareholders.
At March 1, 2002, there were 956 shareholders of record.
Item 6. SELECTED FINANCIAL DATA
Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under the
caption "Selected Financial Data" on page 15 of the 2001 annual report to
shareholders, but specifically excluding from said incorporation by
reference the information contained therein and set forth under the
subcaption "Other Data."
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference the information set forth under the caption "Management's
Discussion and Analysis" on pages 16 through 23 of the 2001 annual report to
shareholders.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference the information set forth under the caption "Market Risk"
in the "Management's Discussion and Analysis" on page 22 of the 2001 annual
report to shareholders.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference the information set forth on pages 24 through 41 and under
the caption "Quarterly Results of Operations" in the "Management's Discussion
and Analysis" on page 19 of the 2001 annual report to shareholders.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
8
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference the information with respect to the Directors of the
Registrant set forth under the caption "Nominees for Director" on page 3
of the Registrant's definitive proxy statement dated March 18, 2002, for
its 2002 annual meeting of stockholders filed pursuant to Section 14(a) of
the Act. Information with respect to Executive Officers of the Registrant
is presented in Part I.
Item 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference the information set forth under the captions "Directors'
Compensation" on page 6 and 7 and "Executive Compensation" on pages 8
through 16 of the Registrant's definitive proxy statement, dated
March 18, 2002, for its 2002 annual meeting of stockholders filed
pursuant to Section 14(a) of the Act.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference the information with respect to Security Ownership of
Certain Beneficial Owners and Management set forth under the captions
"Stock Ownership of Management" on page 4 and "Beneficial Ownership of
More Than Five Percent of Rogers Stock" on page 5 of the Registrant's
definitive proxy statement, dated March 18, 2002, for its 2002 annual
meeting of stockholders filed pursuant to Section 14(a) of the Act.
9
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES, AND REPORTS ON
FORM 8-K
(a)(1) and (2)- The following consolidated financial statements of Rogers
Corporation and Subsidiaries, included in the Annual Report
of the Registrant to its shareholders for the fiscal year
ended December 30, 2001, are incorporated by reference
in Item 8:
Consolidated Balance Sheets - December 30, 2001 and
December 31, 2000
Consolidated Statements of Income - Fiscal Years Ended
December 30, 2001, December 31, 2000, and January 2, 2000
Consolidated Statement of Shareholders' Equity - Fiscal
Years Ended December 30, 2001, December 31, 2000,
and January 2, 2000
Consolidated Statements of Cash Flows - Fiscal Years
Ended December 30, 2001, December 31, 2000, and
January 2, 2000
Notes to Consolidated Financial Statements
- December 30, 2001
The following consolidated financial statement schedule
of Rogers Corporation and Subsidiaries is included in
Item 14 (d):
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.
Separate financial statements of Rogers Corporation's joint ventures are
omitted because none of the individual joint ventures have met the
materiality thresholds.
10
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K):
3a Restated Articles of Organization, filed with the Secretary of
State of the Commonwealth of Massachusetts on April 6, 1966, were
filed as Exhibit 3a to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 1, 1989 (the 1988 Form 10-K)*.
3b Articles of Amendment to the Articles of Organization, filed with
the Secretary of State of the Commonwealth of Massachusetts on
August 10, 1966, were filed as Exhibit 3b to the 1988 Form 10-K*.
3c Articles of Merger of Parent and Subsidiary Corporations, filed
with the Secretary of State of the Commonwealth of Massachusetts
on December 29, 1975, were filed as Exhibit 3c to the 1988
Form 10-K*.
3d Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on March 29, 1979, were filed as
Exhibit 3d to the 1988 Form 10-K*.
3e Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on March 29, 1979, were filed as
Exhibit 3e to the 1988 Form 10-K*.
3f Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on April 2, 1982, were filed as
Exhibit 3f to the 1988 Form 10-K*.
3g Articles of Merger of Parent and Subsidiary Corporations, filed
with the Secretary of State of the Commonwealth of Massachusetts
on December 31, 1984, were filed as Exhibit 3g to the 1988
Form 10-K*.
3h Articles of Amendment, filed with the Secretary of State of the
Commonwealth of Massachusetts on April 6, 1988, were filed as
Exhibit 3h to the 1988 Form 10-K*.
3i By-Laws of the Company as amended on March 28, 1991,
September 10, 1991, and June 22, 1995 were filed as Exhibit 3i
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (the 1995 Form 10-K)*.
3j Articles of Amendment, as filed with the Secretary of State of
the Commonwealth of Massachusetts on May 24, 1994, were filed as
Exhibit 3j to the 1995 Form 10-K*.
3k Articles of Amendment, as filed with the Secretary of State of
the Commonwealth of Massachusetts on May 8, 1998 were filed as
Exhibit 3k to the 1998 Form 10-K*.
4a 1997 Shareholder Rights Plan was filed on Form 8-A dated
March 24, 1997. The June 19, 1997 and July 7, 1997 amendments
were filed on Form 8-A/A dated July 21, 1997*.
4b Certain Long-Term Debt Instruments, each representing indebtedness
in an amount equal to less than 10 percent of the Registrant's
total consolidated assets, have not been filed as exhibits to
this Annual Report on Form 10-K. The Registrant hereby undertakes
to file these instruments with the Commission upon request.
10a Rogers Corporation Incentive Stock Option Plan** (1979, as amended
July 9, 1987 and October 23, 1996). The 1979 plan and the
July 9, 1987 amendment were filed as Exhibit 10c to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 3, 1988 (the 1987 Form 10-K). The October 23, 1996
amendment was filed as Exhibit 10a to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 29, 1996
(the 1996 Form 10-K)*.
10b Description of the Company's Life Insurance Program**, was filed
as Exhibit K to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 28, 1980*.
10c Rogers Corporation Annual Incentive Compensation Plan** (as
restated and amended on December 18, 1996) was filed as Exhibit
10c to the 1996 Form 10-K*.
10d Rogers Corporation 1988 Stock Option Plan** (as amended
December 17, 1988, September 14, 1989, and October 23, 1996).
The 1988 plan, the 1988 amendment, and the 1989 amendment were
filed as Exhibit 10d to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 1, 1995 (the 1994
Form 10-K)*. The 1996 amendment was filed as Exhibit 10d to
the 1996 Form 10-K*.
11
10e Rogers Corporation 1990 Stock Option Plan** (as restated and
amended on October 18, 1996 and December 21, 1999). The
October 18, 1996 restatement and amendment was filed as
Registration Statement No. 333-14419 on Form S-8 dated
October 18, 1996*. The December 21, 1999 amendment was
filed as Exhibit 10e to the 1999 Form 10-K*.
10f Rogers Corporation Deferred Compensation Plan** (1983) was
filed as Exhibit O to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 1, 1984*.
10g Rogers Corporation Deferred Compensation Plan** (1986) was
filed as Exhibit 10e to the 1987 Form 10-K*.
10h Rogers Corporation 1994 Stock Compensation Plan** (as restated
and amended on October 17, 1996 and amended on December 18, 1997).
The 1994 plan, as amended and restated on October 17, 1996, was
filed as Exhibit 10h to the 1996 Form 10-K. The 1997 amendment
was filed as Exhibit 10h to the 1997 Form 10-K*.
10i Rogers Corporation Voluntary Deferred Compensation Plan for
Non-Employee Directors** (1994, as amended December 26, 1995,
December 27, 1996 and as restated and amended December 21, 1999).
The 1994 plan, the December 26, 1995 and December 27, 1996
amendments were filed as Exhibit 10i to the 1994 Form 10-K, 1995
Form 10-K, and 1996 Form 10-K, respectively. The December 21, 1999
restatement and amendment were filed as Exhibit 10i to the 1999
Form 10-K*.
10j Rogers Corporation Voluntary Deferred Compensation Plan for Key
Employees** (1993, as amended on December 22, 1994,
December 21, 1995, December 22, 1995, April 17, 1996 and
as restated and amended on December 21, 1999). The 1993 plan and
the 1994 amendments were filed as Exhibit 10j to the 1994 Form 10-K.
The 1995 and 1996 amendments were filed as Exhibit 10j to the 1995
Form 10-K and 1996 Form 10-K, respectively. The December 21, 1999
restatement and amendment were filed as Exhibit 10j to the 1999
Form 10-K*.
10k Rogers Corporation Long-Term Enhancement Plan for Senior
Executives of Rogers Corporation** (December 18, 1997*, as amended
April 4, 2000) . The April 4, 2000 amendment was file as Exhibit
10k to the 2000 Form 10-K*.
10l Rogers Corporation 1998 Stock Incentive Plan (1998, as amended
September 9, 1999 and December 21, 1999).** The 1998 Plan was
filed as Registration Statement No. 333-50901 on April 24, 1998*.
The September 9, 1999 and December 21, 1999 amendments were filed
as Exhibit 10l to the 1999 Form 10-K*.
10m Multicurrency Revolving Credit Agreement dated December 8, 2000
was filed as Exhibit 10m to the 2000 Form 10-K*.
13 Portions of the Rogers Corporation 2001 Annual Report to
Shareholders which are specifically incorporated by reference in
this Annual Report on Form 10-K.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
* In accordance with Rule 12b-23 and Rule 12b-32 under the Securities Exchange
Act of 1934, as amended, reference is made to the documents previously filed
with the Securities and Exchange Commission, which documents are hereby
incorporated by reference.
** Management Contract.
(b) No reports on Form 8-K were filed during the three months ended
December 30, 2001.
(c) Exhibits - The response to this portion of Item 14 is submitted
as a separate section of this report.
12
(d) Financial Statement Schedule
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
(Dollars in Thousands) Balance
Balance at Charged to at End
Beginning Costs and Other of
Description of Period Expenses Deductions Period
- --------------------------------------------------------------------------
December 30, 2001:
Allowance for
doubtful accounts $ 1,804 -- $ (441) $ 1,363
December 31, 2000:
Allowance for
doubtful accounts $ 794 $ 987 $ (23) $ 1,804
January 2, 2000:
Allowance for
doubtful accounts $ 318 $ 520 $ 44 $ 794
13
SIGNATURES
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: March 27, 2002 By /s/Frank H. Roland
---------------------
Frank H. Roland
Vice President, Finance;
Chief Financial Officer; and
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 25, 2002, by the following persons
on behalf of the Registrant and in the capacities indicated.
By /s/Walter E. Boomer President (Principal Executive Officer)
- ---------------------- and Director
Walter E. Boomer
By /s/Leonard M. Baker Director
- ----------------------
Leonard M. Baker
By /s/Harry H. Birkenruth Director
- -------------------------
Harry H. Birkenruth
By /s/Edward L. Diefenthal Director
- --------------------------
Edward L. Diefenthal
By /s/Gregory B. Howey Director
- -----------------------
Gregory B. Howey
By /s/Leonard R. Jaskol Director
- -----------------------
Leonard R. Jaskol
By /s/Eileen S. Kraus Director
- ---------------------
Eileen S. Kraus
By /s/William E. Mitchell Director
- -------------------------
William E. Mitchell
By /s/Robert G. Paul Director
- --------------------
Robert G. Paul
14
EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT
Percentage
of Voting Jurisdiction
Securities of Incorporation
Company Owned or Organization
- -------------------------------------------------------------------------
Rogers L-K Corp. 100% Delaware
Rogers Japan Inc. 100% Delaware
Rogers Southeast Asia, Inc. 100% Delaware
Rogers Taiwan, Inc. 100% Delaware
Rogers Korea, Inc. 100% Delaware
Rogers China, Inc. 100% Delaware
Rogers Technologies
Singapore, Inc. 100% Delaware
Rogers Specialty
Materials Corporation 100% Delaware
Rogers Circuit
Materials, Inc. 100% Delaware
TL Properties, Inc. 100% Arizona
World Properties, Inc. 100% Illinois
Rogers Export Sales
Corporation 100% Barbados
Rogers Induflex N.V. 100% Belgium
Rogers N.V. 100% Belgium
Rogers GmbH 100% Germany
Rogers (UK) LTD 100% England
Rogers S.A. 100% France
* Rogers Inoac Corporation 50% Japan
* Durel Corporation 50% Delaware
* Polyimide Laminate
Systems, LLC 50% Delaware
* Rogers Chang Chun
Technology Co., LTD 50% Taiwan, R.O.C.
* These entities are unconsolidated joint ventures and accordingly
are not consolidated in the consolidated financial statements of
Rogers Corporation.
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Rogers Corporation of our report dated February 1, 2002, included in the
2001 Annual Report to Shareholders of Rogers Corporation.
Our audits also included the financial statement schedule of Rogers Corporation
listed in Item 14(a). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in Registration Statements
(Form S-8 Nos. 2-84992, 33-21121, 33-38219, 33-38920, 33-64314, 33-44087,
33-53353, 333-14419, 333-42545, 333-50901, and 333-59634 and
Form S-3 No. 33-53369) pertaining to various stock option plans, employee
savings plans, employee stock ownership plans, and stock grants, of
Rogers Corporation of our report dated February 1, 2002, with respect to
the consolidated financial statements incorporated herein by reference,
and our report included in the preceding paragraph with respect to the
financial statement schedule included in this Annual Report (Form 10-K)
of Rogers Corporation.
ERNST & YOUNG LLP
Providence, Rhode Island
March 25, 2002
F-2