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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) April 30, 1999
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FURON COMPANY
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(Exact name of registrant as specified in its charter)
California 0-8088 95-1947155
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
29982 Ivy Glenn Drive, Laguna Niguel, California 92677
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 831-5350
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Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
The Board of Directors of Furon Company (the "Company") has
declared a distribution of one Right for each outstanding share of common stock
(the "Common Shares") of the Company to be made as of May 21, 1999 (the "Record
Date") to the shareholders of record on that date. Each Right entitles the
registered holder to purchase from the Company, initially, one one-hundredth of
a share of Junior Participating Preferred Stock ("Preferred Shares") at a price
of $58.75 (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement between the Company and
The Bank of New York, a New York banking corporation, as Rights Agent.
Preferred Shares purchasable upon exercise of the Rights will be
entitled to dividends of 100 times the dividends, per share, declared on the
Common Shares and in the event of liquidation will be entitled to a minimum
preferential liquidating distribution of $100 per share and an aggregate
liquidating distribution, per share, of 100 times the distribution made per
Common Share. The Preferred Shares will vote together with the Common Shares and
in the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share.
Because of the Preferred Shares' dividend and liquidation rights,
the value when issued of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
Until the earlier to occur of (i) 10 business days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of the
Company's general voting power other than pursuant to a Qualified Offer (as
defined below), the date of such public announcement being called the "Stock
Acquisition Date," or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the Company's general voting power (the date of such
earlier occurrence being called the "Distribution Date"), the Rights will be
evidenced by the certificates representing the Common Shares and will be
transferred with and only with the Common Shares. New Common Share certificates
issued after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference, and the
surrender for transfer of any certificate for Common Shares, even without such
notation or a copy of this Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the tenth anniversary of the Record Date (the "Final
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Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, as described below.
The Purchase Price payable, the number of shares or other
securities or property issuable upon exercise of the Rights, and the number of
outstanding Rights, are subject to adjustment from time to time to prevent
dilution.
A Qualified Offer is a tender offer or exchange offer for all
outstanding Common Shares which is determined by the non-affiliated directors to
be fair to and otherwise in the best interests of the Company and its
shareholders.
In the event that any person becomes an Acquiring Person other
than by a purchase pursuant to a Qualified Offer, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will not be entitled to the benefit of such adjustment)
will thereafter have the right to receive upon exercise that number of Common
Shares or Common Share equivalents having a market value of two times the
exercise price of the Right.
In the event that, at any time after an Acquiring Person has
become such, the Company is acquired in a merger or other business combination
transaction (other than a merger which follows a Qualified Offer at the same or
a higher price) or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right.
At any time after an Acquiring Person has become such, the Board
of Directors of the Company may exchange the Rights (other than Rights owned by
such person or group), in whole or in part, at an exchange ratio of one Common
Share per Right (subject to adjustment).
Up to and including the tenth business day after a Stock
Acquisition Date, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
Immediately upon any redemption of the Rights, the right to exercise them will
terminate and the only right of the holders will be to receive the Redemption
Price.
The terms of the Rights may be amended by the Board of Directors
without the consent of the holders of the Rights at any time prior to the
Distribution Date. Thereafter the Rights may be amended to make changes which do
not adversely affect the interests of the holders of the Rights, or which
shorten or lengthen time periods, subject to certain limitations set forth in
the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as Exhibit 2 to the Registration Statement on Form 8-A
dated April 30, 1999. A copy of the Rights Agreement is available free of charge
from the Company. This summary
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description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is hereby incorporated
herein by reference.
ITEM 7. EXHIBITS
Reference is made to the Exhibit Index annexed hereto and made a part
hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: April 30, 1999
FURON COMPANY
By: /s/ MONTY A. HOUDESHELL
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Monty A. Houdeshell
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
EXHIBIT NO. NAME OF ITEM
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3.1 Certificate of Determination of Preferences of Junior Participating
Preferred Stock of Furon Company.
4.1 Rights Agreement, dated as of April 30, 1999, between
Furon Company and The Bank of New York, as Rights Agent,
including as exhibits thereto the terms of the designated
Junior Participating Preferred Stock and Form of Right
Certificate (incorporated by reference to Exhibit 2 to the
Registration Statement on Form 8-A, dated April 30, 1999,
filed with the Securities and Exchange Commission by Furon
Company (the "Form 8-A")).
20.1 Press Release, dated April 30, 1999.
20.2 Form of Summary of Rights to be sent to holders of shares of Common
Stock, no par value per share, of Furon Company (incorporated by
reference to Exhibit 3 to the Form 8-A).
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