As filed with the Securities and Exchange Commission on September
10, 1998
Registration No.
333-____
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 (714) 831-5350
(Address of principal executive offices)
----------------------------
Furon Company Deferred Compensation Plan
(Full title of the plan)
--------------------------
Donald D. Bradley
General Counsel and Secretary
Furon Company
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:
(949) 831-5350
-------------------------------------
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
of
of securities to be maximum maximum
registration
to be registered offering aggregate fee
Common Stock, 300,000<1><2> $17.3125<3> $5,193,750<3>
$1,533<3>
without par value
Deferred $2,500,000<4> 100% $2,500,000<5> $7380
Compensation
Obligations
- --------------------------------------------
<FN>
<1> This Registration Statement covers, in addition to the
number
of shares of Common Stock stated above, other rights to
purchase or acquire the shares of Common Stock covered by
the Prospectus and, pursuant to Rule 416(c) under the
Securities Act of 1933, an indeterminate number
of shares and rights which by reason of certain events
specified in the Furon Company Deferred Compensation
Plan (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 The Bank of New York, 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 2, 1998, as
reported on the New York Stock Exchange and published in the
Western Edition of The Wall Street Journal.
<4> The Deferred Compensation Obligations being registered are
general unsecured obligations of Furon Company to pay
deferred
compensation in the future to participating members of a
select group of management or highly compensated employees
in accordance with the terms of the Plan.
<5> Estimated solely for purposes of determining the
registration
fee.
The Exhibit Index for this Registration Statement is at page
S-3.
</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 (the "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 commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1998, filed with the Commission
on April 9, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 2, 1998, filed with the
Commission on May 29, 1998; and
(c) The Description of the Company's Common Stock included
in its Registration Statements on Forms 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 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
Common Stock. The Company's Common Stock is registered
pursuant
to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.
Deferred Compensation Obligations. The Plan provides a
select
group of management or highly compensated employees of the
Company
and certain of its subsidiaries with the opportunity to defer the
receipt of certain pre-tax compensation. The obligations of the
Company under the Plan (the "Deferred Compensation Obligations")
will be general unsecured obligations of the Company to pay
deferred compensation in the future to participating eligible
employees (the "Participants") in accordance with the terms
of the Plan from the general assets of the Company, and will
rank pari passu with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding. The
Deferred Compensation Obligations will be denominated and payable
in United States dollars.
Each Participant may elect to defer all or a portion of his
or her salary and/or cash or stock bonus payments that may become
payable under the Furon Company Economic Value Added (EVA)
Incentive Compensation Plan (to the extent that such amounts
exceed the
applicable Social Security Wage Base, and such amounts reduced
for
any amounts required to satisfy applicable withholding
obligations),
if any, payable with respect to a particular year. A
Participant's
compensation deferrals are credited to the Participant's
bookkeeping account ("Account") maintained under the Plan. Each
Participant's Account is credited on a periodic basis with a
deemed rate of earnings.
With certain exceptions, Deferred Compensation Obligations
will be paid after the Participant's payment eligibility date,
which is the first day of January in the year immediately
following
the earliest of (i) the date on which the Participant terminates
employment, dies, or becomes totally disabled, or (ii) the
fixed date elected by the Participant at the time of the
deferral.
A Participant may elect to receive payment in the form of (i) a
lump-sum, or (ii) annual installment payments paid over 5, 10,
15, or 20 years. Payments will be made in cash or shares of
Common Stock, depending on the deemed investment elections
made by the Participant.
No amount payable under the Plan shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, voluntary or involuntary. Any attempt
to dispose of any rights to benefits payable under the Plan shall
be void.
The Deferred Compensation Obligations are not subject to
redemption, in whole or in part, prior to the individual payment
dates selected by the Participants. However, the Company
reserves
the right to amend or terminate the Plan at any time.
The total amount of the Deferred Compensation Obligations
is not determinable because the amount will vary depending upon
the level of participation by eligible employees and the amounts
of their salaries and bonuses. The duration of the Plan is
indefinite
(subject to the Company's ability to terminate the Plan). The
Deferred Compensation Obligations are not convertible into
another security of the Company (subject to certain investment
elections that a Participant may make at the time of his or her
deferral to have amounts deemed to be invested, and eventually
paid, in the form of Common Stock). The Deferred Compensation
Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the
Company.
Each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments
pertaining to the Deferred Compensation Obligations, enforcing
covenants and taking action upon a default by the Company.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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 on page S-3.
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;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
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 this Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
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 with or furnished to the Commission
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference
in this 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 this 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
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,
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 September 9, 1998.
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, or either of
them
individually, 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 Commission, granting unto
said attorneys-in-fact and agents, or either of them
individually, 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, or either of them individually, 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 September 9, 1998
J. Michael Hagan Board and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Terrence A. Noonan President, Chief September 9, 1998
Terrence A. Noonan Operating Officer
and Director
/s/ Peter Churm Chairman Emeritus, September 9, 1998
Peter Churm Director
/s/ Monty A. Houdeshell Vice President and September 9,1998
Monty A. Houdeshell Chief Financial
Officer (Principal
Financial Officer)
/s/ David L. Mascarin Controller September 9, 1998
David L. Mascarin (Principal
Accounting Officer)
/s/ Cochrane Chase Director September 9, 1998
Cochrane Chase
/s/ William D. Cvengros Director September 9, 1998
William D. Cvengros
/s/ Bruce E. Ranck Director September 9, 1998
Bruce E. Ranck
/s/ William C. Shepherd Director September 9, 1998
William C. Shepherd
/s/ R. David Threshie Director September 9, 1998
R. David Threshie
EXHIBIT INDEX
Exhibit
Number Description
4. Furon Company Deferred Compensation Plan.
5. Opinion of O'Melveny & Myers LLP (opinion re
legality).
23.1 Consent of Ernst & Young LLP (consent of independent
auditors).
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit
5).
24. Power of Attorney (included in this Registration
Statement under "Signatures").