As filed with the Securities and Exchange Commission on February 26, 2025
 
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
________________________________
FORM S-8

UNDER
THE SECURITIES ACT OF 1933
________________________________

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.) 

2225 W. Chandler Blvd.
Chandler, Arizona 85224
(Address of Principal Executive Offices) (Zip Code)

Rogers Corporation 2019 Long-Term Equity Compensation Plan
(Full title of the Plan)
_____________________________________
 
Jessica Morton
Senior Vice President, General Counsel and Corporate Secretary
2225 W. Chandler Blvd.
Chandler, Arizona 85224
(480) 917-6000
(Name, address including zip code, and telephone number, including area code, of agent for service)
________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
 Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


EXPLANATORY NOTE

Rogers Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register an additional 50,941 shares of capital (common) stock, par value $1.00 per share (“common stock”), issuable to eligible persons under its 2019 Long-Term Equity Compensation Plan, as it may be amended from time to time (the “Plan”), that became available for future grant under the Plan, including pursuant to awards under the Registrant’s 2009 Long-Term Equity Compensation Plan that were canceled, expired or terminated, or were forfeited, lapsed or settled in cash.
The Registrant previously filed with the Commission a Registration Statement on Form S-8 (File No. 333-231459) (the “Prior Registration Statement”). This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement related. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.


PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8. Exhibits.
 




SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chandler, State of Arizona, on February 26, 2025.
 
 ROGERS CORPORATION 
    
 By:/s/ Laura Russell 
 Name: Laura Russell 
 Title: Senior Vice President, Chief Financial Officer and Treasurer 

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints R. Colin Gouveia, Laura Russell and Jessica Morton, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. 
 


SignatureTitleDate
/s/ R. Colin GouveiaPresident, Chief Executive Officer and DirectorFebruary 26, 2025
R. Colin Gouveia (Principal Executive Officer)
/s/ Laura RussellSenior Vice President, Chief Financial Officer and TreasurerFebruary 26, 2025
Laura Russell(Principal Financial Officer)
/s/ R. Sean ReederChief Accounting Officer and Corporate ControllerFebruary 26, 2025
R. Sean Reeder(Principal Accounting Officer)
/s/ Peter WallaceChairman of the Board of DirectorsFebruary 26, 2025
Peter Wallace
/s/ Larry BergerDirectorFebruary 26, 2025
Larry Berger
/s/ Donna CostelloDirectorFebruary 26, 2025
Donna Costello
/s/ Megan FaustDirectorFebruary 26, 2025
Megan Faust
/s/ Armand LauzonDirectorFebruary 26, 2025
Armand Lauzon
/s/ Woon Keat MohDirectorFebruary 26, 2025
Woon Keat Moh
/s/ Jeffrey OwensDirectorFebruary 26, 2025
Jeffrey Owens
/s/ Anne RobyDirectorFebruary 26, 2025
Anne Roby
 




0000084748EX-FILING FEESxbrli:sharesiso4217:USDxbrli:sharesiso4217:USDxbrli:pure00000847482025-02-262025-02-26000008474812025-02-262025-02-26
Exhibit 107

 
Calculation of Filing Fee Tables

Form S-8
(Form Type)

Rogers Corporation
(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities
 
Security TypeTitle of Each Class of Securities to be Registered
Fee Calculation Rate(1)
Amount to be Registered
Proposed Maximum Offering Price per Share(3)
Proposed Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
Equity
Capital stock, par value $1.00 per share, reserved for issuance pursuant to the Rogers Corporation 2019 Long-Term Equity Compensation Plan (the “Plan”)

Rule 457(c) and Rule 457(h)
50,941(2)
$87.575 $4,461,158.08 0.0001531$683.00 
Total50,941 $4,461,158.08 $683.00 
Total Fee Offsets— 
Net Fee Due$683.00 

 (1) In the event of a stock split, stock dividend or similar transaction involving the Registrant’s capital stock, par value $1.00 per share (“common stock”), the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Represents shares of common stock that have become available for future issuance under the Plan by reason of awards under the Plan having been canceled, expired, terminated, forfeited, lapsed or settled in cash.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and low prices of the Registrant’s common stock on the New York Stock Exchange on February 21, 2025.
 
 


Exhibit 5.1
Troutman Pepper Locke LLP                                            
3000 Two Logan Square, Eighteenth and Arch Streets
Philadelphia, PA 19103
troutman.com                            


troutmanlogo.jpg
                            






February 26, 2025

Rogers Corporation
2225 W. Chandler Blvd.
Chandler, Arizona 85224

Re:
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Rogers Corporation, a Massachusetts corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) that is being filed on the date hereof with the Securities and Exchange Commission (the “SEC”) by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 50,941 shares (the “Shares”) of the Company’s capital stock, par value $1.00 per share, available for future issuance under the Company’s 2019 Long-Term Equity Compensation Plan (the “Plan”).
In connection with this opinion letter, we have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For all purposes of the opinion expressed herein, we have assumed, without independent investigation, the following: (a) to the extent that we have reviewed and relied upon certificates of the Company or authorized representatives thereof and certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters; (b) all documents submitted to us as originals are authentic, complete and accurate, and all documents submitted to us as copies conform to authentic original documents; (c) the genuineness of all signatures; and (d) the Registration Statement will be effective under the Securities Act.
Based on and subject to the foregoing and the exclusions, qualifications, limitations and other assumptions set forth in this opinion letter, we are of the opinion that the Shares have been validly authorized and, when issued and paid for in accordance with and upon the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Massachusetts Business Corporation Act, as in effect on the date hereof, and we do not express any opinion concerning any other law.


The foregoing opinion is being furnished only for the purpose referred to in the first paragraph of this opinion letter. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.


Very truly yours,

/s/ Troutman Pepper Locke LLP

Troutman Pepper Locke LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Rogers Corporation of our report dated February 26, 2025, relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Rogers Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ PricewaterhouseCoopers LLP

Phoenix, Arizona
February 26, 2025



v3.25.0.1
Submission
Feb. 26, 2025
Submission [Line Items]  
Central Index Key 0000084748
Registrant Name Rogers Corporation
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 26, 2025
USD ($)
shares
$ / shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Capital stock, par value $1.00 per share, reserved for issuance pursuant to the Rogers Corporation 2019 Long-Term Equity Compensation Plan
Amount Registered | shares 50,941
Proposed Maximum Offering Price per Unit | $ / shares 87.575
Maximum Aggregate Offering Price $ 4,461,158.08
Fee Rate 0.01531%
Amount of Registration Fee $ 683.00
Offering Note (1) In the event of a stock split, stock dividend or similar transaction involving the Registrant’s capital stock, par value $1.00 per share (“common stock”), the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Represents shares of common stock that have become available for future issuance under the Plan by reason of awards under the Plan having been canceled, expired, terminated, forfeited, lapsed or settled in cash.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and low prices of the Registrant’s common stock on the New York Stock Exchange on February 21, 2025.
v3.25.0.1
Fees Summary
Feb. 26, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 4,461,158.08
Total Fee Amount 683.00
Total Offset Amount 0
Net Fee $ 683.00
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