SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 FURON COMPANY (Exact name of registrant as specified in its charter) CALIFORNIA 95-1947155 (State of incorporation (I.R.S. Employer or organization) Identification No.) 29982 IVY GLENN DRIVE LAGUNA NIGUEL, CALIFORNIA 92677 (Address of principal executive offices) (Zip Code) If this Form relates to If this Form relates to the registration of a the registration of a class of debt securities class of debt securities and is effective upon and is to become effective filing pursuant to General simultaneously with the Instruction A(c)(1) effectiveness of a con- please check the following current registration box. [ ] statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered COMMON STOCK, WITHOUT PAR VALUE NEW YORK STOCK EXCHANGE Securities to be registered pursuant to Section 12(g) of the Act: NONE (Title of Class) Item 1. Description of Registrant's Securities to Be Registered. The capital stock of Furon Company (the "Company" or "Registrant") to be registered on the New York Stock Exchange, Inc. (the "Exchange"), is the Registrant's Common Stock, without par value. The Company is authorized to issue 15,000,000 shares of Common Stock. The Company is also registering under a separate Form 8-A its Common Stock Purchase Rights which are governed by that certain Rights Agreement, dated as of March 21, 1989, as amended (the "Rights Agreement"). The holders of the Common Stock are entitled to one vote for each share held of record on all matters to be voted on by shareholders. The holders of Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. Subject to any prior rights of the Company's Preferred Stock, upon liquidation or dissolution of the Company, the holders of Common Stock are entitled to receive pro rata all assets remaining available for distribution to shareholders. Except as set forth in the Rights Agreement, the Common Stock has no preemptive or other subscription rights and is not subject to any future calls or assessments. There are no conversion rights or redemption or sinking fund provisions applicable to shares of Common Stock. All of the outstanding shares of the Company's Common Stock are fully paid and non-assessable. The Company's Articles of Incorporation, Bylaws and certain agreements and plans include provisions designed to prevent the use of certain tactics in connection with a potential takeover of the Company. These include the Rights Agreement discouraging accumulations of shares and takeovers that are not approved by the Board of Directors and provisions in the Articles of Incorporation requiring a super-majority vote of the shareholders for approval of certain business combinations. Item 2. Exhibits. 1. All exhibits required by Instruction II to Item 2 have been or will be supplied to the New York Stock Exchange. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. FURON COMPANY Date: January 23, 1995 /s/ Monty A. Houdeshell Monty A. Houdeshell Vice President, Chief Financial Officer and Treasurer