As filed with the Securities and Exchange Commission on September 10, 1998.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Furon Company
(Exact name of registrant as specified in
its charter)
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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)
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Furon Company Economic Value Added (EVA) Incentive
Compensation Plan
(Full title of the plan)
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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
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price offering
per unit price
Common Stock, 350,000<1><2> $17.3125<3> $6,059,375<3> $1,788<3>
without par
value
- ---------------------
<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 Economic
Value Added (EVA) Incentive
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.
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
The Company's 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
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 Economic Value Added (EVA) Incentive
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").