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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: January 1, 2006
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Rogers Corporation
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Full Name of Registrant
N/A
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Former Name if Applicable
One Technology Drive, P.O. Box 188
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Address of Principal Executive Office (Street and Number)
Rogers, Connecticut 06263-0188
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
|X| portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed
within the prescribed time period.
The Company will be unable to complete all aspects of its Form 10-K for the
fiscal year ended January 1, 2006 on or prior to the required filing date of
March 17, 2006. This delay has been caused by the Company's having been in
discussions with the Staff of the Securities and Exchange Commission in
connection with the Staff's standard Comment Letter process involving previous
yearly and quarterly filings of the Company. The Company has just recently
resolved the open issues with the Staff and is now in the process of preparing
its 2005 financial statements in accordance with the Staff's comments, including
(i) a restatement of its previously issued financial statements for the years
ended December 28, 2003 and January 2, 2005 and for the quarterly period ended
October 2, 2005, and (ii) an adjustment of how the Company aggregates operating
segments into reportable segments.
The Company expects to file its 10-K within the 15 calendar-day extension
period.
SEC 1344 (03-05) Persons who are to respond to the collection of information
contained in this form are not required to respond unless
the form displays a currently valid OMD control number.
(Attach Extra Sheets if Needed)
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PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dennis Loughran (860) 779-550
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Attachment I for description of anticipated change.
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Rogers Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 17, 2006 By /s/ Dennis Loughran
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Dennis Loughran
Vice President Finance and Chief
Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this
Chapter).
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Attachment I
As previously disclosed in Forms 8-K filed as of March 3, 2006 and March 6,
2006, Rogers Corporation (the "Company") had received a standard review letter
from the Securities and Exchange Commission ("SEC") as part of its periodic
examination of public company disclosures. The comments related to the SEC's
review of certain recent public filings.
One of the two open issues, as previously disclosed, was the Company's treatment
of the 2004 fourth quarter positive tax adjustment of $5.0 million, as reported
and explained in the Company's 2004 Form 10-K and March 3, 2005, press release,
and the net tax charge of $0.8 million recorded in the results for 2005. These
one-time, non-cash adjustments to earnings were required to properly state
certain deferred income tax accounts for temporary tax differences that most
likely accumulated over many years. The SEC had questioned the Company's
treatment of including these amounts in earnings in 2004 and 2005 in lieu of
restating prior periods by recording an increase to beginning retained earnings.
As previously disclosed, the accounting issue was first identified while the
Company was completing the 2004 Form 10-K filing. At the time of the 2004 Form
10-K filing and subsequent filings, through extensive efforts undertaken in
completing the filings, it was determined that the adjustments related
substantially to financial periods prior to 2002. However, the exact amounts
could not be definitively attributed to specific periods with absolute
certainty. Therefore, the Company felt the prudent approach was to recognize the
adjustments in the Company's results in the periods identified, hence the
adjustment in the fourth quarter of 2004 and the subsequent adjustments in the
third and fourth quarters of 2005, and to disclose the adjustments with complete
transparency. The effect of these recorded adjustments is consistent with what
was recently disclosed and reconciled in the Company's preliminary fourth
quarter and year-end earnings press release, which was included in the Company's
Form 8-K filed as of March 3, 2006.
Following further discussions with the SEC, on March 3, 2006, Rogers management
concluded that the Company will restate its previously issued financial
statements for the years ended December 28, 2003 and January 2, 2005 and for the
quarterly period ended October 2, 2005 and that those financial statements
should not be relied upon to the extent they are affected by the deferred tax
issue described above. The Company will therefore restate such financial
statements in its Form 10-K filing for the 2005 fiscal year ended January
1,2006.
The Company is currently in the process of finalizing the quantitative impact of
this restatement on prior periods; therefore, a meaningful quantitative analysis
of the restatement cannot be made at this time as the Company is still working
through several material items related to this restatement to determine the
appropriate periods to which it relates.
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