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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 January 2, 1994
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
Exact name of Registrant as specified in its charter:
ROGERS CORPORATION
State or other jurisdiction of I.R.S. Employer
incorporation or organization: Identification No.:
Massachusetts 06-0513860
Address of principal executive offices:
One Technology Drive
Rogers, Connecticut 06263
Registrant's telephone number, including area code:
(203) 774-9605
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Capital Stock, American Stock Exchange
$1 Par Value Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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. [X]
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
-------- ----------
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of February 1, 1994:
Capital Stock, $1 Par Value--$91,708,790
----------------------------------------
The number of shares outstanding of the Registrant's classes of capital
stock as of February 1, 1994:
Capital Stock, $1 Par Value--3,227,126 shares
---------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for the fiscal year
ended January 2, 1994 are incorporated by reference into Parts I and II.
Portions of the proxy statement for the Registrant's 1994 annual meeting of
shareholders to be held April 28, 1994, are incorporated by reference into Part
III.
TABLE OF CONTENTS
PART I
Item Page
1. Business 1
2. Properties 7
3. Legal Proceedings 7
4. Submission of Matters to a Vote of Security Holders 7
PART II
5. Market for the Registrant's Capital Stock and Related Stockholder
Matters 8
6. Selected Financial Data 8
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
8. Financial Statements and Supplementary Data 8
9. Changes in and Disagreements with Auditors 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
13. Certain Relationships and Related Transactions 9
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 10
Signatures 11
PART I
Item 1. BUSINESS
a. General Development of Business
Rogers Corporation, founded in 1832, is one of the oldest, publicly traded
companies in continuous operation. Rogers adapted its products over the years
to meet changing market needs, moving from specialty paperboard to transformer
boards for electrical insulation, and to fiber-reinforced plastic molding
materials. By 1958, the business consisted of three Connecticut plants, mostly
producing paperboard and molding materials, with sales of approximately
$5,000,000.
From the late 1950's through the 1980's, Rogers and its wholly owned
subsidiaries (the Company) continued to extend its capabilities in polymer
materials and moved into electronic components and into global markets. Rogers
specialized polymers were used as dielectric layers in electronic circuit
boards. Its sheet elastomer materials became important as cushion insoles in
footwear, as plate backer materials in flexographic printing, and in a range
of industrial applications. Many uses for molded elastomer components were
found in office machines. Moldable composites were developed for electrical
and automotive applications.
The Company's strategy in the 1980's was to concentrate a substantial portion
of its development, manufacturing and marketing resources on electronic
components. Rogers largest single business in the 1980's was component
products for computers and disk drives.
In 1992, under new leadership, Rogers began a process of refocusing its
business on its core competencies in specialty polymer composite materials,
and on the application of these material technologies to identified market
needs. These materials operations were the core activities 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. These profits were often offset by
substantial losses in the Company's electronic components businesses.
The Company has now divested its major electronic components businesses. The
Circuit Components Division was divested in 1992 and the flexible
interconnections business which included a joint venture, Smartflex Systems,
was divested in 1993. Additionally, in February 1994 the Company concluded an
agreement to sell its U.S. power distribution components business. The
Company's organization has been restructured and research and development
efforts related to electronic components, such as multi-chip modules, have
been halted. Resources have been shifted to Rogers remaining core businesses,
Polymer Products and Electronic Products (formerly Interconnection Products),
with refocused R&D efforts, investment in increased capacity for growing
product lines, and intensified sales and marketing activities outside the U.S.
In the Polymer Products Group, the Company has been concentrating on high
performance elastomer materials and components, and on moldable composites.
In the Electronic Products Group, it has shifted its focus to high frequency
circuit materials, high frequency circuits, and flexible circuit materials.
b., d. Business Segment Financial and Geographic Information
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference thereto the information set forth on pages 33-34 in "Note O"
of the Registrant's annual report to shareholders for the year ended January
2, 1994 furnished to the Commission pursuant to Rule 14a-3(b) under the
Securities Exchange Act of 1934, as amended (the "Act").
c. Description of Business
Rogers manufactures polymer composite materials and components, which it
markets around the world. Rogers is a recognized leader in high performance
elastomer materials and components for office equipment, foot comfort,
printing, industrial and other applications; in circuit materials for high
frequency and computer applications; in high frequency circuits; and, in
moldable composite materials for electrical and automotive applications.
The Company has two business segments, Polymer Products and Electronic
Products:
1
(1)(a) POLYMER PRODUCTS
Rogers Polymer Products include materials and components designed for use in
office equipment, footwear, printing, automotive, electrical and other
industrial applications where the high performance properties of Rogers
materials can give special mechanical, environmental, or other advantages.
The major product lines in the Polymer Products business segment are:
- - PORON(Registered Trademark) high performance elastomer materials which have
excellent compression set resistance, outstanding shock absorption, and low
outgassing. Substantial recent sales growth created the need for increased
capacity. A new production line, housed in a major expansion of the East
Woodstock, CT, facility, which doubles capacity, came on-line during the first
quarter of 1994.
PORON materials are based on Rogers proprietary cellular elastomer
technology and include:
Industrial grade PORON and PORON S cellular urethane and
silicone materials, sold through a fabricator network to
manufacturers of gaskets, vibration dampening components,
shock absorbing products, and other components used in
appliances, automobiles, office equipment, disk drives,
and other products.
PORON and PORON PERMAFRESH(Registered Trademark) cushion
insole materials, sold directly and through sales
representatives to manufacturers of footwear and footwear
products.
R/bak(Registered Trademark) compressible printing plate
backing materials for flexographic printing, sold through
specialized distributors as a part of the printing system
for corrugated boxes, labels, bags, and other packaging.
PORON medical materials for the podiatric market, sold
through specialized distributors and to manufacturers of
podiatric products and devices.
- - High Performance Elastomer Components include ENDUR(Registered Trademark)
molded elastomers and NITROPHYL(Registered Trademark) floats. The Willimantic
Division, which custom manufactures these finished parts and assemblies, is
certified to the ISO-9002 international standard for quality production
systems.
Components based on Rogers elastomer materials technology include:
ENDUR and ENDUR-C components are rollers, belts and other
molded shapes used to control the movement of paper and
other materials in copiers, mail processing equipment,
automated teller machines, and in computer peripherals.
ENDUR-C LE conductive components, which feature a material
formulation that raises the electrical conductivity of the
components, are replacing existing technologies that are
environmentally unacceptable.
ENDUR fuser rollers are used in copiers to adhere toner to
paper.
NITROPHYL floats are mainly sold to manufacturers of
automotive and other industrial devices for fuel and other
liquid level sensing. NITROPHYL-M floats, introduced in
early 1994, have greater resistance to methanol fuel
mixtures.
- - Moldable Composites. The Company makes thermosetting polymer composites,
which are sold as customized molding materials. Each phenolic, epoxy or
diallyl phthalate compound is engineered to perform to predetermined
specifications when molded for a specific end use. The high strength, heat
resistance, and dimensional stability of Rogers moldable composites, usually
reinforced with glass fibers, makes them desirable for a variety of high
performance applications.
Rogers sells glass reinforced phenolic components, which are used by the
automotive industry to replace "under-the-hood" metal parts. Current
applications include components for fuel and transmission systems. Rogers
also sells phenolic, diallyl phthalate, and epoxy moldable composites for use
as electrical insulating materials in a large variety of applications in the
electronics, automotive, appliance and electrical industries.
2
Rogers Molding Materials Division is registered to ISO-9001, the international
standard for quality design, development and production systems. The first
domestic facility for recycling molded phenolic material was installed in the
Manchester, CT, plant in 1993. Using this proprietary technology, Rogers can
sell recyclable composites, an important factor in the world automotive
market.
Major licensees are Vyncolit N.V. for Europe, and Otalite Co., Ltd. for Japan.
Although there have been gains in market share, and sales of some products are
growing, overall sales of molding materials have been flat, and the Company is
actively seeking to expand its range of products and capabilities.
Joint Ventures related to Polymer Products:
Rogers INOAC Corporation. The Company owns 50% of Rogers INOAC Corporation
(RIC), located in Nagoya, Japan. The other partner in this venture, INOAC
Corporation, is a large, diversified, technically competent company with
operations throughout the world. RIC manufactures high performance elastomer
products based on Rogers PORON materials and ENDUR components technology. RIC
markets these products in Japan and in various Southeast Asian countries. The
unique qualities of Rogers elastomer products have allowed this joint venture
to lead in certain market segments, such as for applications in facsimile ma-
chines and hard disk drives. A new facility in Japan's Mie Prefecture for
PORON materials was started in 1993, and is expected to be on-line during Q1
1994. Sales for RIC are not included in Rogers financial statements.
Durel Corporation. Durel Corporation was formed in 1988 with 3M Corporation
and Rogers Corporation as 50/50 partners. Based in Tempe, Arizona, Durel
Corporation develops and markets advanced electroluminescent (EL) lamps used
to provide cool, uniform illumination of displays and keypads in low light
environments. DUREL(Registered Trademark) 3 lamps are being sold to prominent
manufacturers of electronic devices and consumer goods, to illuminate pagers,
watches, and other devices. The automotive grade product, which has achieved
design ready status at certain domestic automotive manufacturers, is being
designed into 1995 and later models for a variety of applications. In 1993,
Durel sales tripled and it was the first year of profits for Durel. Sales for
Durel are not included in Rogers financial statements, and because of Durel's
prior losses, profits are also not yet reflected.
Excluding joint venture activity, the backlog of orders believed to be firm
for the Company's Polymer Products was $11,539,000 at the end of fiscal year
1993, $11,071,000 at the end of fiscal year 1992, and $11,606,000 at the end
of fiscal year 1991. The order backlog at year-end is generally filled within
the following year.
The manufacture of Polymer Products requires a wide variety of raw materials.
While occasional delays are experienced in obtaining timely deliveries of some
items, these delays have not materially affected operations.
The Company employed an average of 459 people in Polymer Products operations
during 1993.
The Company believes that its Polymer Products business is not seasonal.
(1)(b) ELECTRONIC PRODUCTS
The Company is a technology leader in high frequency and high performance
circuit materials. These dielectric materials are based on Rogers core
capabilities in highly filled polymer composites, and are developed for
specific market applications. Electronic Products include high frequency
materials and circuits, flexible circuit materials, and bus bars.
The major product lines in the Electronic Products business segment are:
- - High Frequency Circuit Materials. Rogers high frequency circuit board
materials are used in wireless communications systems for demanding military
and commercial applications. The specialized properties of Rogers materials
are important to the accuracy and reliability of the circuits, and of the end
use equipment. Applications for these Rogers materials include global
positioning systems (GPS), cellular telephone base stations, telecommunica-
tions satellites, aircraft collision avoidance systems, magnetic resonance
imaging (MRI) systems for medical scanning, missile guidance and high
performance radar systems. To reduce costs and provide greater focus, Rogers'
two circuit materials divisions were combined into one unit in 1993.
3
Rogers major high frequency circuit board materials include
RT/duroid(Registered Trademark), TMM(Registered Trademark), and the new
RO3000(Trademark) brand materials. Rogers believes that overall sales of these
materials will be relatively flat in the next year or two, as the Company
continues to convert its sales base from military to non-military customers.
Sales of the new RO3003 and TMM high frequency circuit material product lines
should contribute significantly to the Company's success in commercial
markets. Major products are described more fully below:
RT/duroid high frequency materials, a family of proprietary
laminate products based on filled polytetrafluoroethylene polymer
dielectrics. RT/duroid materials are used mostly for commercial,
industrial, and defense oriented microwave frequency
applications. Significant improvements have been made in the
performance characteristics of RT/duroid 5000 and 6000 series of
materials. A newer product, RT/duroid 6002 microwave material,
enables complex and high reliability multilayer microwave
assemblies to be made.
TMM temperature stable high frequency materials, which are highly
filled polymer composites. Introduced in 1991, these circuit
board materials found immediate applications in receive/send
antennas for wireless communications equipment. Production
capacity was increased in 1992, and again in 1993 when
improvements were also made to the production process, allowing a
significant price reduction for these improved materials.
RO3003 high frequency circuit board material, the first of a
lower price line of products for commercial applications.
Introduced in early 1994, the material was developed for use in
commercial wireless communications applications.
ULTRALAM(Registered Trademark) microwave laminates, which are
made of glass fabric reinforced fluoropolymer dielectric
material, and intended for special purpose use in high frequency
commercial and military applications.
- - High Frequency Circuits. Rogers Soladyne Division custom fabricates complex
multilayer, stripline and microstrip circuits for defense and commercial
applications. The Division is seeking to increase the amount of its
commercial and industrial business, because military spending for defense
electronics is expected to be reduced somewhat.
- - Flexible Circuit Materials. Rogers is a leader in flexible circuit material
systems for high performance printed wiring boards for personal computers,
disk drives and portable computers. These materials use Rogers proprietary
adhesive and coating technology. Sold mostly to specialized fabricators, the
range of material systems includes R/Flex(Registered Trademark) flexible
materials, FLEX-I-MID(Registered Trademark) all-polyimide materials, and
BEND/flex(Registered Trademark) formable circuit materials.
Sales of flexible circuit materials increased last year, and are expected to
show steady growth. There has been positive response in the market to Rogers
withdrawal from the flexible circuit fabrication business, and sales efforts
in Europe have been intensified. The range of products include:
R/flex flexible material systems, which are polyimide
based films with phenolic butyryl, epoxy or acrylic adhe-
sive. Several R/flex systems are flame retardant. R/flex
410 laminates, a line of flexible circuit materials, was
purchased by Rogers in 1993 from AlliedSignal Laminate
Systems. These flexible circuit materials are used mostly
for disk drive and computer applications.
BEND/flex(Registered Trademark) formable circuit materials
offer greater rigidity for the mounting of components on
the circuit. Several of the BEND/flex materials systems
are flame retardant.
4
FLEX-I-MID all polyimide materials, introduced in 1993,
allow the fabrication of multilayer circuits, free of non-
polyimide adhesive layers. The products are manufactured
by Mitsui Toatsu Chemical Inc. of Tokyo, Japan. Rogers
and Mitsui Toatsu entered into an agreement in 1990 for a
joint market development effort in North and South America
and Europe for flexible circuit materials using
adhesiveless laminate technology developed by Mitsui
Toatsu.
RO2800(Registered Trademark) printed circuit material, a
ceramic filled fluoropolymer film, is being used by
several major computer and wireless communications
customers to develop multi-chip module laminate (MCM-L)
fabrication technology. In 1992, Rogers discontinued its
MCM-L fabricated component development effort and is using
its technology to promote the sale of its materials. The
MCM-L fabrication technology has been non-exclusively
licensed to a major corporation for further development of
the process using Rogers material system. The market for
low cost MCM-L electronic packaging is expected to
increase dramatically in coming years.
- - Bus Bars. Voltage distribution bus bars are passive electronic components
used for compact and efficient voltage delivery and power control. Rogers bus
bars business, which was started in the 1960s, has developed differently in
the U.S. and in Europe.
In February 1994, the Company concluded an agreement to sell its U.S. power
distribution business, which depends mostly on mainframe computer
applications, to Methode Electronics, Inc., a manufacturer of bus bar products
based in Chicago, Illinois.
The European business, based at the ISO-9001 certified Rogers - Mektron N.V.
plant in Gent, Belgium, sells only a small amount to the mainframe computer
industry. Other markets have been developed for high performance power
distribution in telecommunications, motor controls for electric trams,
subways, and trains, and for control systems for large electrical equipment.
The European business is profitable, and will be retained by Rogers.
The backlog of orders believed to be firm for the Company's Electronic
Products was $11,374,000 at the end of fiscal year 1993, $19,987,000 at the
end of fiscal year 1992, and $24,160,000 at the end of fiscal year 1991. The
decrease from 1992 to 1993 is because of the sale of the flexible
interconnections business. The order backlog at year-end is generally filled
within the following year.
The manufacture of Electronic Products requires a wide variety of raw
materials. While occasional delays are experienced in obtaining timely
deliveries of some items, these delays have not materially affected
operations.
The Company employed an average of 645 people in the Electronic Products
operations during 1993 (excluding employees of the divested business).
The Company believes that its Electronic Products business is not seasonal.
(2) The Company markets its products throughout the United States, and sells
in foreign markets directly, through distributors and agents, and through its
50% owned joint venture. Approximately 94% of the Company's net sales are
sold through its own domestic and foreign sales forces. In 1993, 60% of total
sales were to the electronics industry.
(3) There are no firms which compete broadly with the Company across its
range of product lines, but there is competition in each segment of the
Company's business in both domestic and foreign markets. Competition comes
from firms of all sizes and types, many of which are larger and have greater
resources than the Company. The Company's emphasis on technical products has
limited its competitors to companies with the capability for pursuing these
specialty areas. The general absence of sufficiently meaningful, independent
statistics makes it impractical, in the Company's opinion, to quantify its
competitive position in the markets served.
The Company's products were sold to approximately 2,200 customers in 1993.
Although the loss of all the sales made to one of the Company's major
customers would require a period of adjustment during which the business of a
segment might 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 each of its segments
are generally favorable, and that it is in a good position to respond promptly
to variations in customer requirements, so that the possibility of losing all
the business of any major customer as to any product line is unlikely, and the
possibility of losing it as to all the products is remote.
5
The Company has a considerable number of domestic and foreign patents and
licenses and has additional patent applications on file related to both
segments of its business. While the patents, which are of varying duration,
provide protection and, in some cases, result in license royalties, the
protection is generally not of overriding importance, and the Company's
segments would not be materially affected by the expiration of any of them.
The Company feels that its patents have generally been valuable only in
combination with its equipment, skills and market position. The Company also
owns a number of registered and unregistered trademarks which it believes to
be of importance.
During its fiscal year 1993, the Company spent $6,743,000 on research and
development activities, compared to $8,196,000 in 1992 and $9,589,000 in 1991.
These amounts mainly represent the cost of the Corporate research and
development effort in Rogers, Connecticut, and do not include development and
engineering activities in the divisions, which approximated an additional
$3,500,000 in 1993, $4,000,000 in 1992, and $5,000,000 in 1991.
During fiscal year 1993, the Company spent $1.3 million on capital equipment
necessary to comply with federal, state, and local environmental protection,
health and safety regulations. Management estimates that 1994 capital
expenditures needed for compliance with current environmental, health, and
safety regulations will amount to approximately $0.5 million. These capital
expenditures will be depreciated on a straight-line basis over a period of
from 8 to 13 years.
6
Item 2. PROPERTIES
The Company's properties are owned except as noted below. The Company
considers that its properties are well-maintained and in good operating
condition. Adequate land is available for foreseeable future requirements at
each of the Company's owned plants. These properties are listed below.
Owned Leased
Floor Owned Floor
Space Land Space
(Sq. Ft.) (Acres) (Sq. Ft.)
Polymer Products
Manchester, Connecticut 166,000 26 --
South Windham, Connecticut 88,000 30 --
East Woodstock, Connecticut 81,000 24 --
Electronic Products
Chandler, Arizona 242,000 43 --
Mesa, Arizona 68,000 9 --
San Diego, California -- -- 37,000
Rogers, Connecticut 312,000 113 --
Ghent, Belgium 85,000 4 --
Agua Prieta, Sonora, Mexico -- -- 55,000
Tokyo, Japan -- -- 1,500
Corporate (R&D, Admin. & Other)
Rogers, Connecticut 106,000 2 --
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 involving a
number of sites under these laws, usually as a participant in a group of
potentially responsible parties. Several of these proceedings are at a
preliminary stage and it is impossible 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 responsible parties. 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 made. Actual cost 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 condition.
The Company is not involved in any other litigation which management believes
will materially and adversely affect its financial condition or results of
operations.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
7
PART II
Item 5. MARKET FOR THE REGISTRANT'S CAPITAL STOCK AND RELATED
STOCKHOLDER MATTERS
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference thereto the information set forth under the caption "Capital
Stock Market Prices" on page 36, under the caption "Restriction on Payment of
Dividends" in Note I on page 28, and under the caption "Dividend Policy" in
the "Management's Discussion and Analysis" on page 40 of the 1993 annual
report to shareholders.
Item 6. SELECTED FINANCIAL DATA
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference thereto the information set forth under the caption
"Selected Financial Data" on page 17 of the 1993 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 thereto the information set forth under the caption
"Management's Discussion and Analysis" on pages 37 through 40 of the 1993
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 thereto the information set forth on pages 18 through 35 and
under the caption "Quarterly Results of Operations (Unaudited)" on page 36 of
the 1993 annual report to shareholders.
Item 9. CHANGES IN AND DISAGREEMENTS WITH AUDITORS 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 thereto the information with respect to the Directors of the
Registrant set forth under the caption "Nominees for Director" on page 4 of
the Registrant's definitive proxy statement dated March 23, 1994, for its 1994
annual meeting of shareholders filed pursuant to Section 14(a) of the Act.
EXECUTIVE OFFICERS OF THE COMPANY
Served in
this capacity
Name Title since Age
Harry H. Birkenruth President and Chief Executive
Officer 1992 62
Aarno A. Hassell Vice President, Circuit
Materials Group 1988 54
Robert D. Wachob Vice President, Sales and Marketing 1990 47
Robert M. Soffer Treasurer and Assistant Secretary 1987 46
Clerk 1992
All officers hold office until the first meeting of the Board of Directors
following the annual meeting of shareholders or until successors are elected.
There are no family relationships between or among executive officers and
directors of the Company.
Mr. Birkenruth, Mr. Hassell, and Mr. Soffer have held executive office
with the Company for the past five years as their principal occupation. Mr.
Birkenruth was Senior Vice President, Polymer Products Group until August 1990
and Executive Vice President until April 1992. Mr. Hassell and Mr. Soffer
served in the offices listed above for the past five years.
Mr. Wachob was elected to the office of Vice President, Sales and
Marketing in October 1990 after serving as Director of Marketing since July
1984. Mr. Soffer was elected as Clerk in February 1992.
Item 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference thereto the information set forth under the captions
"Executive Compensation" on pages 8 through 14 of the Registrant's definitive
proxy statement, dated March 23, 1994, for its 1994 annual meeting of
shareholders 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 thereto the information with respect to Security Ownership
of Certain Beneficial Owners and Management set forth under the captions
"Stock Ownership of Management" on page 5 and "Beneficial Ownership of More
than Five Percent of the Corporation's Stock" on page 6 of the Registrant's
definitive proxy statement, dated March 23, 1994, for its 1994 annual meeting
of shareholders filed pursuant to Section 14(a) of the Act.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to General Instruction G to Form 10-K, there is hereby incorporated
by this reference thereto the information with respect to certain
relationships and related transactions included under the caption "Other
Arrangements and Payments" on page 15 of the Registrant's definitive proxy
statement, dated March 23, 1994, for its 1994 annual meeting of shareholders
filed pursuant to Section 14(a) of the Act.
9
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1) and (2) -
The response to this portion of Item 14 is submitted as a separate section
of this report. See Page F-1.
(3) - The response to this portion of Item 14 is submitted as a separate
section of this report. See Exhibit Index on Page F-5.
(b) No reports on Form 8-K were filed for the three months ended January 2,
1994.
(c) Exhibits - The response to this portion of Item 14 is submitted as a
separate section of this report. See Exhibit Index on Page F-5.
(d) Financial Statement Schedules - The response to this portion of Item 14
is submitted as a separate section of this report. See Index on Page F-1.
UNDERTAKING
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned Registrant hereby undertakes as follows, which undertaking shall
be incorporated by reference into Registrant's Registration Statements on Form
S-8 Nos. 2-84992, 33-14347, 33-15119, 33-21121, 33-26177, 33-38219, and 33-
44087:
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 Securities
Act of 1933 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 Act
and will be governed by the final adjudication of such issue.
10
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)
By s/DONALD F. O'LEARY
Donald F. O'Leary
Assistant Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
By s/HARRY H. BIRKENRUTH President (Principal
Harry H. Birkenruth Executive Officer)
and Director
By s/LEONID V. AZAROFF Director
Leonid V. Azaroff
By s/WALLACE BARNES Director
Wallace Barnes
By s/MILDRED S. DRESSELHAUS Director
Mildred S. Dresselhaus
By s/DONALD J. HARPER Director
Donald J. Harper
By s/LEONARD R. JASKOL Director
Leonard R. Jaskol
By s/D. BRUCE MERRIFIELD Director
D. Bruce Merrifield
By s/WILLIAM R. THURSTON Director
William R. Thurston
March 31, 1994
11
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2), (c) and (d)
INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULES
FISCAL YEAR ENDED JANUARY 2, 1994
ROGERS CORPORATION
ROGERS, CONNECTICUT
FORM 10-K--ITEM 14(a)(1) AND (2)
ROGERS CORPORATION AND SUBSIDIARIES
INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
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 January 2, 1994, are incorporated by
reference in Item 8:
Consolidated Balance Sheets--January 2, 1994 and January 3, 1993
Consolidated Statements of Operations and Retained Earnings
(Deficit)--Fiscal Years Ended January 2, 1994, January 3, 1993,
and December 29, 1991
Consolidated Statements of Cash Flows--Fiscal Years Ended January 2,
1994, January 3, 1993, and December 29, 1991
Notes to Consolidated Financial Statements--January 2, 1994
The following consolidated financial statement schedules of Rogers
Corporation and consolidated subsidiaries are included in Item 14(d):
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation of Property, Plant and
Equipment
Schedule VIII - Valuation and Qualifying Accounts
Schedule IX - Short-Term Borrowings
Schedule X - Supplementary Income Statement Information
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted.
The following financial statements and schedules and Report of
Independent Auditors are filed as Exhibit 29a to this report:
Rogers Inoac Corporation (a 50/50 joint venture)
Report of Independent Auditors
Balance Sheets--October 31, 1993 and 1992
Statements of Income and Retained Earnings--Fiscal years ended
October 31, 1993 and 1992, and Eleven Months Ended
October 31, 1991
Statements of Cash Flows--Fiscal years ended October 31, 1993
and 1992, and Eleven Months Ended October 31, 1991
Notes to Financial Statements - October 31, 1993
Schedule VIII - Valuation and Qualifying Accounts
Schedule IX - Short-Term Borrowings
F-1
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
(Dollars in Thousands)
Balance at Additions Other Balance at
Beginning at Cost Retire- Changes- Add End
Classification of Period ments (Deduct) of Period
Year ended January 2, 1994
Land $ 841 $ 0 $ 0 $ 74 $ 915
Buildings and improvements 28,800 1,609 873 (514) 29,022
Machinery and equipment 47,532 3,572 2,890 (175) 48,039
Office equipment 10,155 832 994 (128) 9,865
Installations in process 668 2,569 0 0 3,237
-------- ------- ------ --------- --------
$ 87,996 $ 8,582 $4,757 $ (743) $ 91,078
======== ======= ====== ========= ========
Year ended January 3, 1993
Land $ 1,133 $ 0 $ 50 $ (242) $ 841
Buildings and improvements 44,432 2,310 2,110 (15,832) 28,800
Machinery and equipment 72,682 5,393 5,015 (25,528) 47,532
Office equipment 11,845 1,312 963 (2,039) 10,155
Installations in process 2,366 46 80 (1,664) 668
-------- ------- ------ --------- --------
$132,458 $ 9,061 $8,218 $(45,305) $ 87,996
======== ======= ====== ========= ========
Year ended December 29, 1991:
Land $ 1,302 $ 0 $ 52 $ (117) $ 1,133
Buildings and improvements 45,634 2,730 1,405 (2,527) 44,432
Machinery and equipment 77,340 7,857 5,752 (6,763) 72,682
Office equipment 12,181 1,808 1,346 (798) 11,845
Installations in process 3,091 (685) 0 (40) 2,366
-------- -------- ------ --------- --------
$139,548 $11,710 $8,555 $(10,245) $132,458
======== ======== ====== ========= ========
Additions principally relate to expansion of manufacturing facilities, purchases of
new equipment and replacements for existing equipment.
Included in 1992 are $40.1 million of fixed assets which were related to the sale of
the Flexible Interconnections Division and $4.5 million related to the liquidation
of other assets. Also included in 1991 are $9.8 million of fixed assets which were
related to the sale of the Circuit Components Division. In 1993 a reclassification
was made for land previously reported in Assets Held for Sale. Also included in
each year are changes due to the effect of exchange rate changes on translating
property, plant and equipment of foreign subsidiaries in accordance with FASB
Statement No. 52, "Foreign Currency Translation."
Net change during the year.
F-2
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
(Dollars in Thousands)
Additions
Balance at Charged to Other Balance at
Beginning Costs and Retire- Changes-Add End
Description of Period Expenses ments (Deduct) of Period
Year ended January 2, 1994:
Buildings and improvements $13,162 $ 1,568 $ 805 $ (307) $13,618
Machinery and equipment 32,259 3,844 2,561 (128) 33,414
Office equipment 7,071 1,162 902 (92) 7,239
------- ------- ------ --------- -------
$52,492 $ 6,574 $4,268 $ (527) $54,271
======= ======= ====== ========= =======
Year ended January 3, 1993:
Buildings and improvements $18,954 $ 8,414 $1,138 $(13,068) $13,162
Machinery and equipment 45,345 16,580 4,285 (25,381) 32,259
Office equipment 7,970 2,065 952 (2,012) 7,071
------- ------- ------ --------- -------
$72,269 $27,059 $6,375 $(40,461) $52,492
======= ======= ====== ========= =======
Year ended December 29, 1991:
Buildings and improvements $17,848 $ 2,398 $ 637 $ (655) $18,954
Machinery and equipment 47,819 7,264 4,295 (5,443) 45,345
Office equipment 8,236 1,457 1,183 (540) 7,970
------- ------- ------ --------- -------
$73,903 $11,119 $6,115 $ (6,638) $72,269
======= ======= ====== ========= =======
Included in 1992 is $16.4 million of costs related to the sale of the Flexible
Interconnections Division and the liquidation of other assets. These costs were
included in the 1992 Cost Reduction Charge.
Included in 1992 is $38.5 million of accumulated depreciation which is related to
assets being held for the sale of the Flexible Interconnections Division and $1.6
million related to the liquidation of other assets. Included in 1991 is $6.4
million of accumulated depreciation which is related to assets held for sale of the
Circuit Components Division. Also included in each year are changes due to the
effect of exchange rate changes on translating accumulated depreciation of foreign
subsidiaries in accordance with FASB Statement No. 52, "Foreign Currency
Translation."
The annual provisions for depreciation have been computed on a
straight-line basis over the estimated useful lives of the assets, which
average 14 years for buildings and improvements, 8 years for machinery and
equipment, and 5 years for office equipment.
F-3
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
(Dollars in Thousands)
Additions Additions
Balance at Charged to Charged to Other Balance at
Beginning Costs and Other Accts Deductions End
Description of Period Expenses Describe Describe of Period
Year ended January 2, 1994:
Deducted from asset accounts:
Net realizable value
allowance for assets held
for sale $17,805 $ -- $ -- $16,272 $ 1,533
Year ended January 3, 1993:
Deducted from asset accounts:
Net realizable value
allowance for assets held
for sale $ -- $17,805 $ -- $ -- $17,805
Provision for write down of assets to net realizable value included in the 1992 Cost
Reduction Charge.
Allowance of $17.1 million applicable to assets sold during 1993, net of increase in
allowance of $0.8 million for remaining assets.
F-4
SCHEDULE IX - SHORT-TERM BORROWINGS
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
(Dollars in Thousands)
Weighted Weighted
Average Maximum Average Average
Interest Amount Amount Interest
Balance at Rate at Outstanding Outstanding Rate During
Category of Aggregate End of End of During the During the the Period
Short-Term Borrowings Period Period Period Period
Year ended January 2, 1994:
Notes payable to banks $ 0 -- $ 1,033 $ 339 7.44%
Year ended January 3, 1993:
Notes payable to banks $ 3,552 5.86% $ 8,537 $ 6,217 5.48%
Year ended December 29, 1991:
Notes payable to banks $ 8,000 6.38% $ 8,000 $ 3,066 7.41%
Most of the Company's short-term borrowings in 1993 were under foreign credit
arrangements, while most borrowings in 1992 and 1991 were under domestic revolving
credit arrangements. These arrangements are reviewed periodically for renewal.
The average amount outstanding during the period was computed by dividing the total
of semi-monthly outstanding principal balances by 24.
The weighted average interest rate during the period was computed by dividing the
actual interest expense by the average short-term borrowings outstanding.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
(Dollars in Thousands)
Charged to Costs
Item and Expenses
Year ended January 2, 1994:
Maintenance and repairs $2,794
Year ended January 3, 1993:
Maintenance and repairs $3,819
Year ended December 29, 1991:
Maintenance and repairs $4,041
Amounts for depreciation and amortization of intangible assets, pre-
operating costs and similar deferrals, taxes other than on payroll and income,
royalties and advertising costs are not presented as such amounts by
individual category are less than 1% of total revenues.
F-5
FORM 10-K--ITEM 14(c)
EXHIBIT INDEX
ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
The following exhibits to the consolidated financial statements of Rogers
Corporation and subsidiaries are included in Item 14(c): Page
----
Exhibit 3a - Restated Articles of Organization filed with the Secretary
of the Commonwealth of Massachusetts on April 6, 1966.
(Exhibit 3a)
Exhibit 3b - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on August 10, 1966.
(Exhibit 3b)
Exhibit 3c - Articles of Merger of Parent and Subsidiary Corporations
filed with the Secretary of the Commonwealth of
Massachusetts on December 31, 1975. (Exhibit 3c)
Exhibit 3d - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on March 29, 1979.
(Exhibit 3d)
Exhibit 3e - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on March 29, 1979.
(Exhibit 3e)
Exhibit 3f - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on April 2, 1982. (Exhibit 3f)
Exhibit 3g - Articles of Merger of Parent and Subsidiary Corporations
filed with the Secretary of the Commonwealth of
Massachusetts on December 31, 1984. (Exhibit 3g)
Exhibit 3h - Articles of Amendment filed with the Secretary of the
Commonwealth of Massachusetts on March 31, 1988. (Exhibit 3h)
Exhibit 3i - By-Laws of the Company as amended on March 28, 1991 and
September 10, 1991.
Exhibit 4a - Long-Term Debt Instruments - includes Agreement to furnish
to the Securities and Exchange Commission a copy of any
instrument defining the rights of holders of long-term
debt of the Company and all of its subsidiaries. F-7
[EX-1 of filing]
Exhibit 4b - Shareholders' Rights Plan adopted on March 20, 1987.
(Exhibit 4b)
Exhibit 10a - Rogers Corporation Incentive Stock Option Plan (1979, as
amended July 9, 1987). (Exhibit 10c)
Exhibit 10b - Description of the Company's Life Insurance Program.
(Exhibit K)
Exhibit 10c - Rogers Corporation Annual Incentive Compensation Plan (1988,
as amended February 24, 1994). F-11
[EX-5 of filing]
Exhibit 10d - Rogers Corporation Stock Option Plan (1988, as amended
December 17, 1988). (Exhibit 10d)
Exhibit 10e - Rogers Corporation Stock Option Plan (1990). (Exhibit 10e)
Exhibit 10f - Rogers Corporation Deferred Compensation Plan (1983).
(Exhibit O)
Exhibit 10g - Rogers Corporation Deferred Compensation Plan (1986).
(Exhibit 10e)
Exhibit 11 - Statement Re: Computation of Per Share Earnings. F-8
[EX-2 of filing]
Exhibit 13 - Rogers Corporation 1993 Annual Report to Shareholders F-18
[EX-6 of filing]
[Note: Pages F18-F35 and F60-F61 are not required to be filed.
They were sequentially numbered, because the entire bound Annual
Report was submitted in the conforming paper copy.]
Exhibit 22 - Subsidiaries of the Registrant. F-9
[EX-3 of filing]
Exhibit 23 - Consent of Independent Auditors. F-10
[EX-4 of filing]
Exhibit 29a - Rogers Inoac Corporation Audited Financial Statements. F-62
[EX-7 of filing]
Exhibit 29b - Smartflex Systems 1992 and 1991 Financial Statements.
Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 28, 1980
(File No. 1-4347).
Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 1, 1984
(File No. 1-4347).
Incorporated by reference to Report on Form 8-K dated March 20, 1987
(File No. 1-4347).
Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 3, 1988
(File No. 1-4347).
Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 1, 1989
(File No. 1-4347).
Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989
(File No. 1-4347).
Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 30, 1990
(File No. 1-4347).
Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991
(File No. 1-4347).
Incorporated by reference to the indicated Exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 3, 1993
(File No. 1-4347).
F-6