As filed with the Securities and Exchange Commission on March 29, 1996.
Registration No. 33-___________
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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 92677-2044
(Address of principal executive offices)
Furon Company 1995 Stock Incentive Plan
(Full title of the plan)
Donald D. Bradley
General Counsel and Secretary
29982 Ivy Glenn Drive, Laguna Niguel, California 92677-2044
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(714) 831-5350
___________________
CALCULATION OF REGISTRATION FEE
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, 500,000<F1>,<F2> $21.4375<F3> $10,718,750<F3> $3,697<F3>
without par value shareS
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<FN>
<F1> This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, options and other rights to
purchase or acquire the shares of Common Stock covered by the
Prospectus, and, pursuant to Rule 416 under the Securities Act of
1933, an indeterminate number of shares, options and rights which
by reason of certain events specified in the Plan may become
subject to the Plan.
<F2> Each share is accompanied by a common share purchase right pursuant
to the Registrant's Rights Agreement, dated March 21, 1989, as
amended, with The Bank of New York, as Rights Agent.
<F3> 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
March 26, 1996, as reported on The New York Stock Exchange, Inc.
and as published in the Western Edition of The Wall Street Journal.
</FN>
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 Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). 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 of the Securities Act. 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.
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 February 3, 1996; and
(b) The description of the Company's Common Stock contained in
its Registration Statements on Form 8-A, each dated and filed with the
Commission on January 23, 1995, 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, as amended (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
The validity of the original issuance of the Common Stock
registered hereby is passed on for the Company by Donald D. Bradley.
Mr. Bradley is General Counsel and Secretary of the Company and is
compensated as an employee of the Company and is the holder of options
to acquire shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
The Company's Restated 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 a 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 a 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 Amended and Restated 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 Restated
Articles of Incorporation. The Company has entered into indemnification
agreements with its directors and 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,
as amended (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, as amended (the "Exchange Act")
that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any
liability under the 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 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
The Registrant. 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 March 26, 1996.
By: ____/s/J. Michael Hagan__
J. Michael Hagan
Its: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints J. Michael Hagan and Donald D. Bradley, his true and lawful
attorneys-in-fact and agents, each acting alone, 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 attorneys-in-fact and agents, each acting alone, 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 attorneys-in-fact and agents,
each acting alone, 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
__/s/ J. Michael Hagan__ Chairman of the Board and March 26, 1996
J. Michael Hagan Chief Executive Officer
(Principal Executive Officer)
__/s/ Terrence A. Noonan__ President, Chief Operating March 26, 1996
Terrence A. Noonan Officer and Director
__/s/ Peter Churm__ Chairman Emeritus March 26, 1996
Peter Churm
__/s/ Monty A. Houdeshell_ Vice President and Chief March 26, 1996
Monty A. Houdeshell Financial Officer
(Principal Financial Officer)
__/s/ Koichi Hosokawa__ Controller (Principal March 26, 1996
Koichi Hosokawa Accounting Officer)
__/s/ H. David Bright__ Director* March 26, 1996
H. David Bright
__/s/ Cochrane Chase__ Director March 26, 1996
Cochrane Chase
__/s/ William Cvengros__ Director* March 26, 1996
William D. Cvengros
__/s/ Bruce E. Ranck__ Director March 26, 1996
Bruce E. Ranck
__/s/ William C. Shepherd_ Director* March 26, 1996
William C. Shepherd
__/s/ R. D. Threshie__ Director March 26, 1996
R. David Threshie
_________________________________
*Member of Compensation Committee
EXHIBIT INDEX
Exhibit
Number Description
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4. Furon Company 1995 Stock Incentive Plan.
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of Ernst & Young LLP (Consent of
Ernst & Young LLP Independent Auditors of the
Registrant).
23.2 Consent of Company Counsel (included in
Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").