As filed with the Securities and Exchange Commission on September 19, 1994.
Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
FURON COMPANY
(Exact name of registrant as specified in its charter)
___________________
California 95-1947155
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
29982 Ivy Glenn Drive, Laguna Niguel, California 92677
(Address of principal executive offices)
FURON COMPANY 1994 EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the plan)
Donald D. Bradley
General Counsel and Secretary
Furon Company
29982 Ivy Glenn Drive
Laguna Niguel, California 92677
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (714) 831-5350
___________________
[CAPTION]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
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Common Stock, 200,000(1),(2) $17.8125(3) $3,562,500(3) $1,228.45(3)
without shares
par value
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(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase the
shares of Common Stock covered by the Prospectus and, pursuant to Rule
416, an additional indeterminate number of shares which by reason of
certain events specified in the Plan may become subject to the Plan.
(2) Each share is accompanied by a common share purchase right pursuant to
the Registrant's Rights Agreement, dated March 21, 1989, as amended,
with Bank of America National Trust and Savings Association, as
Rights Agent.
(3) Pursuant to Rule 457(h), the maximum offering price, per share and
in the aggregate, and the registration fee were calculated based
upon the average of the high and low prices of the Common Stock
on September 14, 1994, as reported in the consolidated reporting
system of NASDAQ and published in the Western Edition of the
Wall Street Journal.
The Exhibit Index included in this Registration Statement is
at page 9.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be
filed with the Securities and Exchange Commission either as part
of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Furon Company (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's fiscal
year ended January 29, 1994;
(b) Quarterly Reports on Form 10-Q for the Company's
quarterly periods ended April 30, 1994 and July 30,
1994; and
(c) The description of the Company's Common Stock
contained in its Registration Statement on
Form S-3 dated June 19, 1990 (Registration
No. 33-35464), and any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934 (the "Exchange Act") prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into the prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to
be incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, without par value (the
"Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation contain a
provision which eliminates the liability of directors for
monetary damages to the fullest extent permissible under
California law. The General Corporation Law of California (the
"Law") (i) eliminates the liability of directors for monetary
damages in an action brought by a shareholder in the right of the
Company (referred to herein as a "derivative action") or by the
Company for breach of a director's duties to the Company and its
shareholders and (ii) authorizes the Company to indemnify
directors and officers for monetary damages for all acts or
omissions committed by them in their respective capacities;
provided, however, that liability is not limited nor may
indemnification be provided for (a) acts or omissions that
involve intentional misconduct or knowing and culpable violation
of law, (b) for acts or omissions that a director or officer
believes to be contrary to the best interests of the Company or
its shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) for
any transaction from which a director or officer derives an
improper personal benefit, (d) for acts or omissions that show a
reckless disregard for the director's or officer's duty to the
Company or its shareholders in circumstances in which such person
was aware, or should have been aware, in the ordinary course of
performing his duties, of a risk of serious injury to the Company
or its shareholders, (e) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of
the director's or officer's duty to the Company or its
shareholders, and (f) for liabilities arising under Section 310
(contracts in which a director has material financial interest)
and 316 (certain unlawful dividends, distributions, loans and
guarantees) of the Law. In addition, the Company may not
indemnify directors and officers in circumstances in which
indemnification is expressly prohibited by Section 317 of the
Law.
The Bylaws of the Company provide that indemnification
for directors and officers must be provided to the fullest extent
permitted under California law and the Company's Articles of
Incorporation. The Company has entered into indemnification
agreements with its directors and selected officers which require
that the Company indemnify such directors and officers in all
cases to the fullest extent permitted by applicable provisions of
the Law. The Company also maintains a directors' and officers'
liability insurance policy insuring directors and officers of the
Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the "Securities
Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") that are incorporated by reference in
the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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 Laguna Niguel, State of California, on August 23,
1994.
FURON COMPANY
By: /s/ Monty A. Houdeshell
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Monty A. Houdeshell
Its: Vice President, Chief
Financial Officer and
Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Monty A. Houdeshell his true and lawful attorney-in-
fact and agent with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his 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.
SIGNATURE TITLE DATE
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/s/ J. Michael Hagan Chairman of the Board August 23, 1994
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J. Michael Hagan (Principal Executive
Officer)
/s/ Terrence A. Noonan President and Director August 23, 1994
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Terrence A. Noonan
/s/ Peter Churm Chairman Emeritus August 23, 1994
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Peter Churm
/s/ Monty A. Houdeshell Vice President, August 23, 1994
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Monty A. Houdeshell Chief Financial
Officer and Treasurer
(Principal Financial
Officer)
/s/ Koichi Hosokawa Controller (Principal August 23, 1994
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Koichi Hosokawa Accounting Officer)
/s/ Jay W. DeDapper Director August 23, 1994
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Jay W. DeDapper
/s/ Cochrane Chase Director* August 23, 1994
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Cochrane Chase
/s/ H. David Bright Director* August 23, 1994
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H. David Bright
/s/ William D. Cvengros Director August 23, 1994
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William D. Cvengros
/s/ William E. Eckhardt Director* August 23, 1994
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William E. Eckhardt
/s/ R. David Threshie Director August 23, 1994
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R. David Threshie
__________________________________
* Member of Compensation Committee
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
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4. Furon Company 1994 Employees'
Stock Purchase Plan.
5. Opinion of Company Counsel
(opinion re legality).
23.1 Consent of Independent
Accountants.
23.2 Consent of Counsel (included in
Exhibit 5).
24. Power of Attorney (included in
this Registration Statement
under "Signatures").