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 31, 1995
FURON COMPANY
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-8088 95-1947155
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
29982 IVY GLENN DRIVE, LAGUNA NIGUEL, CALIFORNIA 92677
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(714) 831-5350
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 31, 1995, Furon Company, a California
corporation ("Furon"), completed the acquisition of certain
assets of Custom Coating & Laminating Corporation, a
Massachusetts corporation ("CC&L"), pursuant to an Asset Purchase
Agreement, by and between Furon and CC&L, dated January 31, 1995
(the "Agreement"). A copy of the Agreement (without the
Disclosure Schedule and Exhibits) has been filed as an exhibit to
this Report.
The "Assets" purchased by Furon included personal
property, inventory, real property, accounts receivable,
intellectual property, sales materials, books and records,
assigned contracts, permits and goodwill. As consideration,
Furon paid $23,870,288 in cash (subject to adjustment based upon
the closing date net worth of the Assets purchased), of which
$1,400,000 was placed in an escrow account to be held for three
years to satisfy any claims for indemnification to which Furon
may be entitled pursuant to the Agreement. Furon also assumed
certain liabilities set forth in the Agreement. CC&L may also
receive up to $4,000,000 based upon the future sales of CC&L
products.
The consideration given was based on a negotiated
purchase price and was paid from available cash on hand and from
Furon's existing credit facility with Bank of America National
Trust and Savings Association as the lead lender.
CC&L used the Assets of the "Business" for the
manufacturing and sale of customized and standard specialty
engineered products which rely on surface chemistry technology,
and Furon intends to continue to devote the Assets to the
Business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(A). FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial statements of the acquired Business
required to be filed with this Report pursuant to the
rules and regulations of the Securities and Exchange
Commission (the "Commission") will be filed with the
Commission within 60 days of the date of this Report.
(B). PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information of the acquired
Business required to be filed with this Report pursuant
to the rules and regulations of the Commission will be
filed with the Commission within 60 days of the date of
this Report.
(C). EXHIBITS.
Exhibit 2 Asset Purchase Agreement, by and between
Furon and CC&L, dated as of January 31,
1995.1
_________________
1 The Disclosure Schedule and Exhibits set forth in the Table of Contents
of the Asset Purchase Agreement have not been filed herewith, however, Furon
will furnish a copy of any omitted material upon the request of the Commission.
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.
FURON COMPANY,
a California corporation
Date: February 15, 1995 By: /s/ Monty A. Houdeshell
Name: Monty A. Houdeshell
Title: Vice President, Chief
Financial Officer and
Treasurer
EXHIBIT INDEX
Exhibit Sequential
No. Name of Item Page
Number
2 Asset Purchase Agreement, by and
between Furon Company, a California
corporation and Custom Coating &
Laminating Corporation, a
Massachusetts corporation, dated
as of January 31, 1995.