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 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 92677-2044
(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, 400,000<1><2> $17.3125<3> $6,925,000<3>
$2,043<3>
without par value
- --------------------------------------------
<FN>
<1> 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(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 1994 Employees' Stock
Purchase
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.
The Exhibit Index for this Registration Statement is at page
S-3.
</FN>
The Prospectus which contains the information required pursuant
to
Section 10(a) of the Securities Act of 1933, as amended
(the "Securities Act"), relates to a registration statement on
Form S-8 (File No. 33-55535) under the Securities Act, with
respect
to 400,000 (as adjusted) shares of Common Stock.
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
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
See the attached Exhibit Index on page S-3.
Item 9. Undertakings
The information and contents of Registration Statement No.
33-55535
on Form S-8, which was previously filed with the Commission by
the
Company, is incorporated herein by reference. Except for
required
opinions, consents, and signature pages and any information
required
in this Registration Statement that is not in the above mentioned
Registration Statement, information required by Part II to be
contained in this Registration Statement is omitted in accordance
with General Instruction E to Form S-8.
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<1>
Exhibit
Number Description
4. Furon Company 1994 Employees' Stock Purchase 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").
<FN>
<1> Each exhibit index and exhibit of Registration Statement
No. 33-55535, which was previously filed with the Commission by
the
registrant, is incorporated herein by reference.
</FN>