8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

January 22, 2015

ROGERS CORPORATION

(Exact name of Registrant as specified in Charter)

Massachusetts (State or Other Jurisdiction of Incorporation) 1-4347 (Commission File Number) 06-0513860 (I.R.S. Employer Identification No.)

One Technology Drive, P.O. Box 188, Rogers, Connecticut 06263-0188

(Address of Principal Executive Offices and Zip Code)

(860) 774-9605

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 204.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 22, 2015, Rogers Corporation (the “Company”) completed the previously announced acquisition of Arlon LLC and its subsidiaries, other than Arlon India (Pvt) Limited (collectively, “Arlon”), pursuant to the terms of the Stock Purchase Agreement, dated December 18, 2014, by and among the Company, Handy & Harman Group, Ltd. (“H&H Group”) and its subsidiary Bairnco Corporation (“Bairnco”) (as amended, the “Purchase Agreement”).

Pursuant to the terms of the Purchase Agreement, the Company acquired Arlon and assumed certain liabilities related to the acquisition for an aggregate purchase price of approximately $157 million. The purchase price is subject to final post-closing adjustments under the terms of the Purchase Agreement.

The Company used borrowings under its bank credit facility in addition to cash on hand to fund the acquisition. Additional information and details regarding the Company’s acquisition of Arlon were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2014, which information is incorporated herein by reference.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2014, as amended by the full text of Amendment No. 1 to Stock Purchase Agreement, dated January 22, 2015, by and among the Company, H&H Group and Bairnco, LLC (as successor in interest to Bairnco), attached as Exhibit 2.1 to this Current Report on Form 8-K, which exhibits are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 23, 2015, the Company issued a press release announcing the completion of the acquisition of Arlon. A copy of the press release is furnished with this current report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

As permitted by Item 9.01(a)(4) of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K, if applicable, will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

As permitted by Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K, if applicable, will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.	Description
2.1	Amendment No. 1 to Stock Purchase Agreement, dated January 22, 2015, by and among Handy & Harman Group, Ltd., Bairnco, LLC and Rogers Corporation.
99.1	Press Release dated January 23, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROGERS CORPORATION

By: /s/ David Mathieson

Name: David Mathieson

Title: Vice President and Chief Financial Officer

Date: January 26, 2015

Exhibit Index

Exhibit No.	Description
2.1	Amendment No. 1 to Stock Purchase Agreement, dated January 22, 2015, by and among Handy & Harman Group, Ltd., Bairnco, LLC and Rogers Corporation.
99.1	Press Release dated January 23, 2015.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of January 22, 2015, to that certain Stock Purchase Agreement, dated as of December 18, 2014, by and among Rogers Corporation, a Massachusetts Corporation (“Buyer”), Handy & Harman Group Ltd., a Delaware corporation (“H&H Group”), and Bairnco Corporation, a Delaware corporation (“Bairnco”) (the “Purchase Agreement”), is entered into by and among Buyer, H&H Group and, as successor in interest to Bairnco, Bairnco, LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the Parties desire to amend the Purchase Agreement as set forth herein in accordance with Section 11.07 of the Purchase Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Amendment to Section 9.02(d). Section 9.02(d) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“(d) The Buyer Indemnitees shall not be entitled to indemnification with respect to any environmental investigatory, corrective, remedial or response action, including such actions related to Identified Environmental Conditions (collectively, "Response Actions") except to the extent such Response Action (x) is either (A) attributable to a breach of the representations and warranties set forth in Section 4.16 or (B) the subject matter of Section 9.02(a)(v) (subject, with respect to such subject matter, to the provisions of Sections 9.02(e) and (f)) or items 3 or 5 of Schedule 9.02(a), and is (y) (i) affirmatively required by Environmental Laws or a Governmental Body, (ii) reasonably necessary to resolve or address an unsolicited Third-Party Claim asserting liability or potential liability arising out of any Release or the presence of Hazardous Substances in connection with acts, events or circumstances existing or occurring prior to the Closing or (iii) reasonably necessary to address conditions the presence of which would reasonably be expected to present an imminent risk of harm to human health or materially impair the property's use in a manner consistent with its use as of the Closing. Any Response Action undertaken by Buyer at a property owned, operated or occupied by the Company, Newco or any Sold Subsidiary shall assume the continued use of a subject property in a manner consistent with its use as of the Closing.  Buyer shall utilize the most cost-effective and commercially reasonable remedial approach permitted by applicable Environmental Laws, including the use of risk-based remedial standards and engineering and institutional controls (including deed restrictions or notices and land use restrictions), except to the extent that the use of such risk-based remedial standards or engineering or institutional controls would unreasonably interfere with continued use of the property in a manner that is consistent with the property's use as of the Closing or, in the case of a property owned by a third party, is not agreed to by such third party.”

2. Amendment to Section 9.03. Section 9.03 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“IndemnificationofH&HGroupandSeller.FromandaftertheClosing (butsubjecttotheprovisionsofthisArticle9),BuyershallindemnifyH&HGroup,Sellerand their

respectiveAffiliates,officers,directors,employeesandagents(the"SellerIndemnitees") againstandholdthemharmlessfromanyLossessufferedorincurredbySellerIndemniteesto theextentarisingfromorrelatingto(i)abreachofanyrepresentationorwarrantyofBuyer containedinthisAgreement,(ii)abreachofanycovenantoragreementbyBuyercontainedin thisAgreementrequiringperformance byBuyerprior to the Closing or by Buyer, Newco, the Companyor theSoldSubsidiariesaftertheClosing,(iii)Newco,theCompanyortheSold Subsidiaries at or after the Closing or actions taken by Buyer, Newco, the Company or the Sold Subsidiaries at or after the Closing and (iv) the failure to satisfy the condition to Closing set forth as item “2” on Schedule 2.01(j). All payments under this Section 9.03 shall be treated by the parties as an adjustment to the proceeds received by Seller pursuant to Article 1.”

3. Amendment to Section 9.12(i). Section 9.12(i) of the Purchase Agreement is hereby amended by adding at the end thereof the following:

“Notwithstanding anything to the contrary in this Section 9.12(i) or otherwise, with respect to any Tax refunds received by Buyer, the Company, Newco or the Sold Subsidiaries from any taxing authority in the PRC after the Closing Date that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries, (x) the amount of such Tax refund(s) shall be deemed to be reduced by thirty-five percent (35%) and (y) the payment(s) required under this Section 9.12(i) with respect to such refund(s) shall be made in United States dollars, with the amount thereof determined based upon then-current exchange rates.”

4. Amendments to Form of Contribution Agreement.

(a) The first recital in the form of Contribution Agreement by and between the Seller and Newco attached to the Agreement as Exhibit D (the “Contribution Agreement”) is hereby deleted in its entirety and replaced with the following:

“WHEREAS, Bairnco owns one-hundred percent (100%) of the interests of Arlon, LLC, a Delaware limited liability company (“Arlon”), one-hundred percent (100%) of the interests of Kasco LLC, a Delaware limited liability company, and certain other assets (such assets, which shall exclude (i) all assets pursuant to the agreements set forth on Exhibit A and (ii) all shares of Arlon India (Pvt) Limited) (“Arlon India”), shall be collectively be referred to as the “Contributed Assets”);

(b) Section 1(b) in the Contribution Agreement is hereby deleted in its entirety and replaced with the following:

“Notwithstanding the foregoing, Bairnco shall not assign (and AHI shall not assume) (i) any of Bairnco’s assets, rights, or obligations pursuant to the agreements set forth on Exhibit A or (ii) any shares of Arlon India.”

5. Amendment to Form of Distribution Agreement. The second recital in the form of Distribution Agreement by and between the Seller and Newco attached to the Agreement as Exhibit D is hereby deleted in its entirety and replaced with the following:

“WHEREAS, in order to facilitate the sale of Newco to a third party, and on the terms and conditions set forth herein, Newco desires to distribute its entire right, title and interest in all

of its assets (other than (i) its right, title and interest in Arlon, a Delaware limited liability company (“Arlon”) and (ii) its right, title and interest in the Hourly Employees Pension Plan of Arlon, Inc. Microwave Material and Silicone Technologies Divisions, Bear, Delaware, and all assets and liabilities associated therewith (collectively, the “Plan”)) (the assets being distributed are the “Excluded Assets” and will include one-hundred percent (100%) of Newco’s right, title and interests in Kasco, a Delaware limited liability company, as a non-liquidating distribution (the “Distribution”) and Bairnco desires to accept the Distribution; and”

6. Capital Expenditure Matters. Any failure by Seller to cause the Company and the Sold Subsidiaries to make capital expenditures in accordance with the covenant contained in Section 6.01(b)(ii) of the Purchase Agreement during the period set forth therein shall not be, or be deemed to be, a breach of the Purchase Agreement.

7. Miscellaneous. Except as amended by this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect in accordance with its terms. All matters relating to the interpretation, construction, validity and enforcement of this Amendment shall be governed by and construed in accordance with the domestic Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than the State of Delaware. This Amendment may be executed in one or more counterparts (including by means of facsimile or .PDF file), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first set forth above.

SELLER:

BAIRNCO, LLC, a Delaware limited liability company

By: /s/ Michael Macmanus

Name: Michael Macmanus

Its: Secretary

H&H GROUP:

HANDY & HARMAN GROUP LTD., a Delaware corporation

By: /s/ Michael Macmanus

Name: Michael Macmanus

Its: Secretary

BUYER:

ROGERS CORPORATION, a Massachusetts corporation

By: /s/ Robert Daigle

Name: Robert Daigle

Its: Senior Vice President and Chief
Technology Officer

Signature Page to First Amendment to Stock Purchase Agreement

EX-99.1

Exhibit 99.1

One Technology Drive / P.O. Box 188 / Rogers, CT 06263-0188 / 860.774.9605

Rogers Corporation Completes Acquisition of Arlon, LLC

Rogers, Connecticut, January 23, 2015: Rogers Corporation (NYSE: ROG) (“Rogers”), a global leader in engineered materials solutions, announced today that it has closed on the transaction to acquire Arlon, LLC, (“Arlon”) from Handy & Harman Ltd. (NASDAQ: HNH), previously announced on December 19, 2014, for approximately $157 million, subject to final net working capital and other adjustments.

Arlon is a leading global producer of high frequency circuit materials and engineered silicones that are a complementary strategic fit with Rogers’ Printed Circuit Materials and High Performance Foams business segments.

Bruce D. Hoechner, President and CEO commented: “We are very pleased to formally welcome Arlon’s employees to the Rogers team. This acquisition provides Rogers with unique growth and diversification opportunities for two of our strategic businesses and aligns well with both our long-term strategy to grow through selective acquisitions, as well as through organic growth. We are excited to begin our work with Arlon’s team to expand our solutions and better serve our customers around the world.”

Revenue and operating income for the Arlon segment of Handy & Harman Ltd. were $100.4 million and $16.7 million, respectively, for the trailing twelve months ended September 30, 2014 (compiled based on information reported by Handy & Harman Ltd. in Forms 10-K and 10-Q filed with the Securities and Exchange Commission). Rogers expects the transaction to be accretive to operating income in 2015, excluding the impact of purchase accounting and transaction costs.

A conference call to discuss the acquisition will be held today, Friday, January 23, 2015 at 10:00AM (Eastern Time).

A slide presentation will be made available prior to the start of the call. The slide presentation can be accessed under the investor relations sections of the Rogers Corporation website (www.rogerscorp.com/ir).

The Rogers participants in the conference call will be:

Bruce D. Hoechner, President and CEO

David Mathieson, Vice President Finance and CFO

Robert C. Daigle, Senior Vice President and CTO

A Q&A session will immediately follow management’s comments.

To participate in the conference call, please call:

1-800-574-8929 Toll-free in the United States

1-973-935-8524 Internationally

There is no passcode for the live teleconference.

For playback access, please call: 1-855-859-2056 or 1-404-537-3406 through 11:59PM (Eastern Time), Friday, January 30, 2015. The passcode for the audio replay is 65685726.

The call will also be webcast live in a listen-only mode. The webcast may be accessed through links available on the Rogers Corporation website at www.rogerscorp.com/ir. Replay of the archived webcast will be available on the Rogers website approximately two hours following the webcast.

About Rogers Corporation

Rogers Corporation (NYSE:ROG) is a global leader in engineered materials to power, protect, and connect our world. With more than 180 years of materials science experience, Rogers delivers high-performance solutions that enable clean energy, internet connectivity, advanced transportation and other technologies where reliability is critical. Rogers delivers Power Electronics Solutions for energy-efficient motor drives, vehicle electrification and alternative energy; High Performance Foams for sealing, vibration management and impact protection in mobile devices, transportation interiors, industrial equipment and performance apparel; and Printed Circuit Materials for wireless infrastructure, automotive safety and radar systems. Headquartered in Connecticut (USA), Rogers operates manufacturing facilities in the United States, China, Germany, Belgium, Hungary, and South Korea, with joint ventures and sales offices worldwide. For more information, visit www.rogerscorp.com.

Safe Harbor Statement

Certain statements in this press release, including without limitation those regarding the expected impact of the Arlon acquisition on the Company’s earnings and business growth, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management's expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “intends,” “believes,” “estimates,” “should,” “target,” “may,” “project,” “guidance,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results or performance to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changing business, economic, and political conditions both in the United States and in foreign countries, particularly in light of the uncertain outlook for global economic growth, particularly in several of our key markets; increasing competition; the risks related to any difficulties in integrating the Arlon or other acquired businesses into our operations and the possibility that anticipated benefits of the Arlon or other acquisitions and divestitures may not materialize as expected; delays or problems in completing planned operational enhancements to various facilities; our achieving less than anticipated benefits and/or incurring greater than anticipated costs relating to streamlining initiatives or that such initiatives may be delayed or not fully implemented due to operational, legal or other challenges; changes in product mix; the possibility that changes in technology or market requirements will reduce the demand for our products; the possibility of significant declines in our backlog; the possibility of breaches of our information technology infrastructure; the development and marketing of new products and manufacturing processes and the inherent risks associated with such efforts and the ability to identify and enter new markets; the outcome of current and future litigation; our ability to retain key personnel; our ability to adequately protect our proprietary rights; the possibility of adverse effects resulting from the expiration of issued patents; the possibility that we may be required to recognize impairment charges against goodwill and non-amortizable assets in the future; the possibility of increasing levels of excess and obsolete inventory; increases in our employee benefit costs could reduce our profitability; the possibility of work stoppages, union and work council campaigns, labor disputes and adverse effects related to changes in labor laws; the accuracy of our analysis of our potential asbestos-related exposure and insurance coverage; the fact that our stock price has historically been volatile and may not be indicative of future prices; changes in the availability and cost and quality of raw materials, labor, transportation and utilities; changes in environmental and other governmental regulation which could increase expenses and affect operating results; our ability to accurately predict reserve levels; our ability to obtain favorable credit terms with our customers and collect accounts receivable; our ability to service our debt; certain covenants in our debt documents could adversely restrict our financial and operating flexibility; fluctuations in foreign currency exchange rates; and changes in tax rates and

exposure which may increase our tax liabilities. Such factors also apply to our joint ventures. We make no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statements, unless required by law. Additional information about certain factors that could cause actual results to differ from such forward-looking statements include, but are not limited to, those items described in our filings with the Securities and Exchange Commission ("SEC"), including those in Item 1A, Risk Factors, of the Company's Form 10-K for the year ended December 31, 2013 and subsequent SEC filings.

Please note that the reference above to revenue and operating income for the Arlon segment of Handy & Harman Ltd. is, as indicated, based solely on financial information reported in Handy & Harman Ltd.’s SEC filings which Rogers has not independently confirmed as accurate and complete or prepared in accordance with generally acceptable accounting principles, as to which Rogers disclaims any responsibility.

Investor Contact:

William J. Tryon, Director of Investor and Public Relations

Phone: 860-779-4037

FAX: 860-779-5509

Email: william.tryon@rogerscorp.com

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