As filed with the Securities and Exchange
Commission on June 6, 1994.
Registration No. 33-____________
____________________________________________________________
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
(Address of principal executive offices)
Furon Company 1993 Non-Employee
Directors' Stock Compensation Plan
(Full title of the plan)
Donald D. Bradley
General Counsel and Secretary
Furon Company
29982 Ivy Glenn Drive
Laguna Niguel, California 92677
(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
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
Common Stock, 25,000(1),(2) $15.625(3) $390,625(3) $134.70(3)
without par shares
value
(1) This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, rights to purchase the shares
of Common Stock covered by the Prospectus and, pursuant to Rule 416,
an additional indeterminate number of shares and rights which by
reason of certain events specified in 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 31, 1989, as
amended, with Bank of America National Trust and Savings Association,
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 June 2, 1994,
as reported in the consolidated reporting system of NASDAQ and published
in the Western Edition of the Wall Street Journal.
_____________________________________________________________________________
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 Securities and
Exchange Commission Rule 428(b)(1). 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. 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 of 1933.
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 January 29, 1994;
(b) Quarterly Report on Form 10-Q for the Company's quarterly period
ended April 30, 1994; and
(c) The description of the Company's Common Stock contained
in its Registration Statement on Form S-3 dated June 19,
1990 (Registration No. 33-35464), 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 (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
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Company's 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 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 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 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 Articles of
Incorporation. The Company has entered into indemnification
agreements with its directors and selected 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
(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 (the "Exchange Act") that are incorporated by
reference in the 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 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
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 31, 1994.
FURON COMPANY
By: /s/ Monty A. Houdeshell
Monty A. Houdeshell
Its: Vice President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Monty A. Houdeshell 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 Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, 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
attorney-in-fact and agent, 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 March 31, 1994
J. Michael Hagan (Principal Executive
Officer)
/s/ Terrence A. Noonan President and Director March 31, 1994
Terrence A. Noonan
/s/ Peter Churm Chairman Emeritus March 31, 1994
Peter Churm
/s/ Monty A. Houdeshell Vice President, Chief March 31, 1994
Monty A. Houdeshell Financial Officer and
Treasurer (Principal
Financial Officer)
/s/ Koichi Hosokawa Controller (Principal March 31, 1994
Koichi Hosokawa Accounting Officer)
/s/ Jay W. DeDapper Director March 31, 1994
Jay W. DeDapper
/s/ Cochrane Chase Director* March 31, 1994
Cochrane Chase
/s/ H. David Bright Director* March 31, 1994
H. David Bright
/s/ William D. Cvengros Director March 31, 1994
William D. Cvengros
/s/ William E. Eckhardt Director* March 31, 1994
William E. Eckhardt
/s/ R. David Threshie Director March 31, 1994
R. David Threshie
_______________________
* Member of Compensation Committee
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4. Furon Company 1993 Non-Employee
Directors' Stock Compensation Plan.
5. Opinion of Counsel (opinion re
legality).
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in
Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").
FURON COMPANY
1993 NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
(Effective as of November 17, 1993)
<PAGE>
FURON COMPANY
1993 NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
TABLE OF CONTENTS
Page
ARTICLE I TITLE, PURPOSE AND AUTHORIZED SHARES . . . 1
ARTICLE II DEFINITIONS. . . . . . . . . . . . . . . . 1
2.1. Annual Retainer. . . . . . . . . . . . . . 1
2.2. Annual Shareholders Meeting. . . . . . . . 1
2.3. Award Date . . . . . . . . . . . . . . . . 1
2.4. Board of Directors . . . . . . . . . . . . 1
2.5. Change in Control. . . . . . . . . . . . . 2
2.6. Code . . . . . . . . . . . . . . . . . . . 2
2.7. Common Stock . . . . . . . . . . . . . . . 2
2.8. Committee. . . . . . . . . . . . . . . . . 2
2.9. Company. . . . . . . . . . . . . . . . . . 2
2.10. Disinterested Director . . . . . . . . . . 2
2.11. Dividend Equivalent. . . . . . . . . . . . 2
2.12 Dividend Equivalent Account. . . . . . . . 2
2.13. Effective Date . . . . . . . . . . . . . . 2
2.14. Eligible Director. . . . . . . . . . . . . 2
2.15. Exchange Act . . . . . . . . . . . . . . . 2
2.16. Fair Market Value. . . . . . . . . . . . . 2
2.17. Nontransferability Period. . . . . . . . . 2
2.18. Plan . . . . . . . . . . . . . . . . . . . 3
2.19. Restricted Shares. . . . . . . . . . . . . 3
2.20. Stock Unit or Unit . . . . . . . . . . . . 3
2.21. Stock Unit Account . . . . . . . . . . . . 3
ARTICLE III PARTICIPATION. . . . . . . . . . . . . . . 3
ARTICLE IV ANNUAL ELECTION. . . . . . . . . . . . . . 3
ARTICLE V BENEFIT OPTIONS. . . . . . . . . . . . . . 4
5.1. Cash Payment of Annual Retainer. . . . . . 4
5.2. Restricted Shares Option . . . . . . . . . 4
5.3. Stock Units Option . . . . . . . . . . . . 5
5.4. Adjustments in Case of Changes in Common
Stock; Fractional Interests. . . . . . . . 7
5.5. Company's Right to Withhold. . . . . . . . 7
ARTICLE VI ADMINISTRATION . . . . . . . . . . . . . . 7
6.1. The Committee. . . . . . . . . . . . . . . 7
6.2. Committee Action . . . . . . . . . . . . . 7
6.3. Rights and Duties. . . . . . . . . . . . . 8
6.4. Indemnity and Liability. . . . . . . . . . 9
ARTICLE VII PLAN CHANGES AND TERMINATION . . . . . . . 9
ARTICLE VIII MISCELLANEOUS. . . . . . . . . . . . . . . 10
8.1. Limitation on Eligible Directors'
Rights . . . . . . . . . . . . . . . . . . 10
8.2. Beneficiaries. . . . . . . . . . . . . . . 10
8.3. Benefits Not Assignable; Obligations
Binding Upon Successors. . . . . . . . . . 11
8.4. California Law Governs; Severability . . . 11
8.5. Headings Not Part of Plan. . . . . . . . . 11
<PAGE>
FURON COMPANY
1993 NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
(Effective as of November 17, 1993)
ARTICLE I
TITLE, PURPOSE AND AUTHORIZED SHARES
This Plan shall be known as the "Furon Company
1993 Non-Employee Directors' Stock Compensation Plan" and
shall be effective as of November 17, 1993. The purpose of
this Plan is to attract, motivate and retain experienced and
knowledgeable directors who are not officers or employees of
Furon Company or one or more of its subsidiaries. The total
number of shares of Common Stock that may be delivered
pursuant to awards under this Plan is 25,000, subject to
adjustments contemplated by Section 5.4.
ARTICLE II
DEFINITIONS
Whenever the following terms are used in this Plan
they shall have the meaning specified below unless the
context clearly indicates to the contrary:
2.1. Annual Retainer for any one-year period
shall mean the annual compensation paid to a member of the
Board of Directors for the one-year term of service
commencing on the date of the Annual Shareholders Meeting
(exclusive of meeting fees or other special fees paid to a
director) in the amount of $14,000 or such other amount as
may from time to time be approved by the Board of Directors.
2.2. Annual Shareholders Meeting shall mean the
regular annual meeting of the shareholders of the Company
held no earlier than June 1 of each year.
2.3. Award Date shall mean the date of the Annual
Shareholders Meeting that follows the date of an Eligible
Director's election made pursuant to Article IV with respect
to the Annual Retainer payable to him or her for the one
year term of service commencing on the date of such Annual
Shareholders Meeting.
2.4. Board of Directors shall mean the Board of
Directors of the Company.
2.5. Change in Control shall have the meaning
specified for such term under the Furon Company Deferred
Compensation Plan.
2.6. Code shall mean the Internal Revenue Code of
1986, as amended.
2.7. Common Stock shall mean the Common Stock of
the Company.
2.8. Committee shall mean the Compensation
Committee of the Board of Directors acting in accordance
with Article VI.
2.9. Company shall mean Furon Company, a
California corporation and its successors and assigns.
2.10. Disinterested Director shall mean a member
of the Board who is a disinterested or outside director
within the meaning of any applicable regulatory
requirements, including Rule 16b-3 as promulgated pursuant
to the Exchange Act.
2.11. Dividend Equivalent shall mean the amount
credited to a Participant's Dividend Equivalent Account
pursuant to Section 5.3.
2.12 Dividend Equivalent Account shall mean the
bookkeeping account maintained by the Company on behalf of
each Eligible Director which is credited with Dividend
Equivalents in accordance with Section 5.3.
2.13. Effective Date shall mean November 17, 1993.
2.14. Eligible Director shall mean a member of the
Board of Directors who is not an officer or employee of the
Company or one or more of its subsidiaries.
2.15. Exchange Act shall mean the Securities
Exchange Act of 1934, as amended from time to time.
2.16. Fair Market Value shall mean on any
particular date the last price for the Common Stock on such
date, as furnished by the National Association of Securities
Dealers, Inc. ("NASD") through the NASDAQ National Market
Reporting System or a similar organization if the NASD is no
longer reporting such information or, if there is no trading
of the Common Stock on such date, then the last price for
the Common Stock as furnished by the NASD on the next
preceding date on which there was trading in such shares.
2.17. Nontransferability Period shall mean the
period commencing on the Award Date and ending on the
earlier of (i) the fifth anniversary of such Award Date or
(ii) the date the Eligible Director ceases to be a director
of the Company; provided, however, that such period shall in
no case be less than six months.
2.18. Plan shall mean the Furon Company 1993 Non-
Employee Directors' Stock Compensation Plan.
2.19. Restricted Shares shall mean shares of
Common Stock which are subject to restrictions on transfer-
ability during the Nontransferability Period, as provided in
Section 5.2.
2.20. Stock Unit or Unit shall mean a non-voting
unit of measurement which is deemed to be equivalent to one
outstanding share of Common Stock of the Company solely for
purposes of this Plan.
2.21. Stock Unit Account shall mean the
bookkeeping account maintained by the Company on behalf of
each Eligible Director which is credited with Stock Units in
accordance with Section 5.3.
ARTICLE III
PARTICIPATION
Each Eligible Director shall be automatically
eligible to participate in this Plan. An Eligible Director
shall become a Participant in this Plan upon his or her
election as a director of the Company.
ARTICLE IV
ANNUAL ELECTION
On or before each November 30, commencing on
November 30, 1993 and ending on November 30, 2003, each
Eligible Director who desires to participate in this Plan
for the next year shall make an irrevocable election to
receive his or her Annual Retainer payable for the Eligible
Director's one-year term of service commencing on the date
of the next Annual Shareholders Meeting in (i) cash, in
accordance with Section 5.1, (ii) Restricted Shares, in
accordance with Section 5.2, or (iii) Stock Units, in
accordance with Section 5.3. Such election shall be in
writing on forms provided by the Company. If an Eligible
Director fails to make such an election with respect to his
or her Annual Retainer payable for a particular one-year
term of service or if the Eligible Director is elected as a
director of the Company subsequent to the date for such
election, the Eligible Director shall be deemed to have
elected to receive, assuming his or her continued service
during such one-year term of service, the Annual Retainer in
cash in accordance with Section 5.1.
ARTICLE V
BENEFIT OPTIONS
5.1. Cash Payment of Annual Retainer. If an
Eligible Director elects (or is deemed to have elected) to
receive his or her Annual Retainer in cash, the Eligible
Director (or, in the event of his or her death, the Eligible
Director's Beneficiary) shall receive the amount of the
Annual Retainer for his or her one-year term of service
payable in four equal installments on each regular quarterly
meeting of the Board of Directors occurring during such
term, regardless of whether the Eligible Director actually
attends each of such meetings. If the Eligible Director's
services terminate during his or her one-year term of
service, the Eligible Director (or, his or her Beneficiary)
shall not be entitled to receive the unearned and unpaid
balance of the Annual Retainer, if any, payable for such
one-year term of service.
5.2. Restricted Shares Option.
(a) If an Eligible Director elects pursuant to
Article IV to receive his or her Annual Retainer in
Restricted Shares, he or she shall be allocated on the Award
Date a number of Restricted Shares determined by first
dividing the Annual Retainer by the Fair Market Value of a
share of Common Stock on the Award Date and then by
multiplying that number of Restricted Shares by 1.1.
(b) An Eligible Director shall be 100% vested in
his or her Restricted Shares, provided, however, that such
Restricted Shares shall be subject to certain restrictions
on transferability described in subsection (c).
(c) On or promptly after the Award Date, a
certificate or certificates representing an Eligible
Director's Restricted Shares shall be registered in the
Eligible Director's name. The Eligible Director shall
thereupon be a stockholder with respect to all the shares of
Common Stock represented by such certificate or certificates
and shall have all the rights of a stockholder with respect
to all such shares, including the right to vote such shares
and to receive all dividends and other distributions
(subject to the provisions of subsection (d)) paid with
respect to such shares; provided, however, that such shares
shall be subject to the restrictions described herein.
Certificates of Common Stock representing Restricted Shares
shall be imprinted with a legend to the effect that neither
the shares represented thereby nor any interest therein may
be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of during the Nontransferability Period.
Each transfer agent for the Common Stock shall be instructed
to the same effect with respect to such shares. Such
certificates shall remain in the physical custody of the
Company. The Company will issue unlegended certificates in
exchange for such certificates after the expiration of the
Nontransferability Period. Notwithstanding anything else
contained herein, upon the occurrence of a Change in Control
during the Nontransferability Period, the restrictions
described herein shall immediately lapse.
(d) In the event that, as a result of an event
giving rise to an adjustment described in Section 5.4, the
Eligible Director shall, as the owner of Restricted Shares,
receive new or additional or different shares of stock or
securities, the certificate or certificates for, or other
evidences of, such new or additional or different shares or
securities shall also be imprinted with a legend as provided
in subsection (c) and shall remain in the physical custody
of the Company, and all provisions of this Plan relating to
the restrictions and lapse of restrictions shall thereupon
be applicable to such new or additional or different shares
or securities; provided, however, that if the Eligible
Director shall receive rights or warrants with respect to
any of such Restricted Shares, such rights or warrants may
be held, exercised, sold or otherwise disposed of by the
Eligible Director, without regard to such restrictions.
5.3. Stock Units Option.
(a) Stock Unit Account; Allocation of Units. If
an Eligible Director elects pursuant to Article IV to
receive his or her Annual Retainer in Stock Units, the
Company shall credit on the Award Date to the Stock Unit
Account of such Eligible Director a number of Units
determined by first dividing the Annual Retainer by the Fair
Market Value of a share of Common Stock on the Award Date
and then by multiplying that number of Units by 1.1. Such
number of units shall be subject to adjustment in accordance
with Section 5.4.
An Eligible Director's Stock Unit Account shall be
a memorandum account on the books of the Company. The Units
credited to an Eligible Director's Stock Unit Account shall
be used solely as a device for the determination of the
number of shares of Common Stock to be eventually
distributed to such Eligible Director in accordance with
this Plan. The Units shall not be treated as property or as
a trust fund of any kind. All shares of Common Stock or
other amounts attributed to the Units shall be and remain
the sole property of the Company, and each Eligible
Director's rights in the Units is limited to receive shares
of Common Stock in the future as herein provided. No
Eligible Director shall be entitled to any voting or other
shareholder rights with respect to Units granted under this
Plan.
(b) Dividend Equivalent Account. The Company
shall establish a Dividend Equivalent Account for each
Eligible Director, which account shall be a memorandum
account on the books of the Company. An Eligible Director's
Dividend Equivalent Account shall be credited with amounts
equal to the amount of cash dividends and cash distributions
that would have been payable on each Unit if such Unit had
been an issued and outstanding share of Common Stock of the
Company. Such Dividend Equivalents shall be credited on the
record dates of such dividends or other distributions of
Common Stock. No earnings shall accrue on the Dividend
Equivalents credited to an Eligible Director's Dividend
Equivalent Account.
(c) Vesting. The rights of each Eligible
Director in respect of his or her Stock Unit Account and
Dividend Equivalent Account shall at all times be fully
vested.
(d) Distribution of Benefits. Upon making an
election pursuant to Article IV to receive his or her Annual
Retainer in the form of Stock Units, each Eligible Director
shall elect to receive a distribution of amounts credited to
his or her Stock Unit Account and Dividend Equivalent
Account in a lump sum or in annual installments for up to a
five year period, commencing upon the earlier of (i) his or
her termination from service on the Board or (ii) the
expiration of some other fixed period specified by the
Eligible Director at the time of the election; provided,
however, that in either case, no shares of Common Stock or
Divided Equivalents attributable to Units shall be distrib-
uted sooner than one year after the Award Date. Notwith-
standing the preceding sentence, in the event of a Change in
Control, amounts credited to an Eligible Director's Stock
Unit Account and Dividend Equivalent Account shall be
distributed immediately.
(e) Manner of Distribution. Stock Units
credited to an Eligible Director's Stock Unit Account shall
be distributed in an equivalent number of shares of the
Company's Common Stock. In addition, amounts credited to an
Eligible Director's Dividend Equivalent Account shall be
distributed in cash.
(f) Restrictions on Transferability. Notwith-
standing anything else contained herein to the contrary,
shares of Common Stock distributed to an Eligible Director
pursuant to Section 5.3(e) shall be subject to the same
restrictions on transferability described in Section 5.2(c)
of this Plan during the Nontransferability Period but with
such period commencing as of the Award Date of the related
Unit; provided, however, that upon the occurrence of a
Change in Control, such restrictions shall immediately
lapse.
5.4. Adjustments in Case of Changes in Common
Stock; Fractional Interests. In the event of any stock
dividend, stock split, recapitalization, merger,
consolidation, combination or exchange of shares, sale of
all or substantially all of the assets of the Company,
split-up, split-off, spin-off, liquidation or similar change
in capitalization or any distribution to holders of the
Company's Common Stock other than cash dividends and
distributions, the Committee shall make appropriate
adjustments in the number of Restricted Shares or Units
reserved for issuance under this Plan and in the number of
Units theretofore allocated to Eligible Directors so as to
maintain the appropriate proportionate numbers of Units.
Such adjustments shall be conclusive and binding for all
purposes of this Plan. No fractional Units or Restricted
Shares shall be issued under this Plan and all such
fractions shall be disregarded.
5.5. Company's Right to Withhold. The Eligible
Director shall pay or provide for payment of the amount of
any taxes which the Company may be required to withhold with
respect to the benefits hereunder.
ARTICLE VI
ADMINISTRATION
6.1. The Committee. The Committee hereunder
shall consist of two (2) or more Disinterested Directors
appointed from time to time by the Board of Directors to
serve at its pleasure. Any member of the Committee may
resign by delivering a written resignation to the Board of
Directors. Members of the Committee shall not receive any
additional compensation for administration of this Plan.
6.2. Committee Action. The Committee may, for
the purpose of administering this Plan, choose a Secretary
who may be, but is not required to be, a member of the
Committee, who shall keep minutes of the Committee's
proceedings and all records and documents pertaining to the
Committee's administration of this Plan. A member of the
Committee shall not vote or act upon any matter which
relates solely to himself or herself as a Participant in
this Plan. The Secretary may execute any certificate or
other written direction on behalf of the Committee. Action
of the Committee with respect to the administration of this
Plan shall be taken pursuant to a majority vote or by
unanimous written consent of its members.
6.3. Rights and Duties. Subject to the
limitations of this Plan, the Committee shall be charged
with the general administration of this Plan and the
responsibility for carrying out its provisions, and shall
have powers necessary to accomplish those purposes,
including, but not by way of limitation, the following:
(a) To construe, interpret and administer this
Plan;
(b) In accordance with the formula provisions of
this Plan, to determine the number of Units or Restricted
Shares to be allocated on behalf of an Eligible Director;
(c) To make all other determinations required by
this Plan;
(d) To compute and certify the amount of
benefits payable to Participants;
(e) To authorize all payments pursuant to this
Plan;
(f) To maintain all the necessary records for
the administration of this Plan; and
(g) To make and publish rules for the
administration, interpretation and regulation of this Plan.
The determination of the Committee in good faith
as to any disputed question or controversy and the
Committee's calculation of benefits payable to Participants
shall be conclusive. In performing its duties, the
Committee shall be entitled to rely on information,
opinions, reports or statements prepared or presented by:
(i) officers or employees of the Company whom the Committee
believes to be reliable and competent as to such matters;
and (ii) counsel (who may be employees of the Company),
independent accountants and other persons as to matters
which the Committee believes to be within such persons'
professional or expert competence. The Committee shall be
fully protected with respect to any action taken or omitted
by it in good faith pursuant to the advice of such persons.
The Committee may delegate ministerial, non-discretionary
functions to individuals who are officers or employees of
the Company.
6.4. Indemnity and Liability. All expenses of
the Committee shall be paid by the Company and the Company
shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties.
No member of the Committee shall be liable for any act or
omission of any other member of the Committee nor for any
act or omission on his or her own part, excepting only his
or her own willful misconduct or gross negligence. To the
extent permitted by law, the Company shall indemnify and
save harmless each member of the Committee against any and
all expenses and liabilities arising out of his or her
membership on the Committee, excepting only expenses and
liabilities arising out of his or her own willful misconduct
or gross negligence, as determined by the Board of
Directors.
ARTICLE VII
PLAN CHANGES AND TERMINATION
The Board of Directors shall have the right to
amend this Plan in whole or in part from time to time or may
at any time suspend or terminate this Plan; provided,
however, that no amendment or termination shall cancel or
otherwise adversely affect in any way any Eligible
Director's rights with respect to Restricted Shares
allocated to him or her or with respect to Units previously
credited to his or her Stock Unit Account or to any amounts
previously credited to his or her Dividend Equivalent
Account. Such amendments shall be stated in an instrument
in writing, certified in the same manner and at the time
therein set forth, and all Eligible Directors shall be bound
thereby upon receipt of notice thereof. Notwithstanding the
preceding, the provisions of Articles III and V shall not be
amended more than once every six months (other than as may
be necessary to conform to any applicable changes in the
Code or the rules thereunder), unless such amendment would
be consistent with the provisions of Rule 16b-3(c)(2)(ii)
(or any successor provision) promulgated under the Exchange
Act.
It is the expectation of the Company that this
Plan shall be continued for a period of 10 years following
the date of Board approval of this Plan, but continuance of
this Plan is not assumed as a contractual obligation of the
Company. In the event that the Board of Directors decides
to discontinue and terminate this Plan, it shall notify the
Committee of its action in an instrument in writing,
certified in the same manner as this Plan, and this Plan
shall be terminated at the time therein set forth, and all
Participants shall be bound thereby.
ARTICLE VIII
MISCELLANEOUS
8.1. Limitation on Eligible Directors' Rights.
Participation in this Plan shall not give any Eligible
Director the right to continue to serve as a member of the
Board or any rights or interests other than as herein
provided. No Eligible Director shall have any right to any
payment or benefit hereunder except to the extent provided
in this Plan. This Plan shall create only a contractual
obligation on the part of the Company as to such amounts and
shall not be construed as creating a trust. This Plan, in
and of itself, has no assets. Eligible Directors shall have
only the rights of general unsecured creditors of the
Company with respect to amounts credited and benefits
payable, if any, on their Stock Unit Account and Dividend
Equivalent Account.
8.2. Beneficiaries.
(a) Upon forms provided by the Company each
Eligible Director shall designate in writing the Beneficiary
or Beneficiaries (as defined in Section 8.3(b)) whom such
Eligible Director desires to receive any payments payable
after his or her death. An Eligible Director from may from
time to time change his or her designated Beneficiary or
Beneficiaries without the consent of such Beneficiary or
Beneficiaries by filing a new designation in writing with
the Committee. However, if a married Eligible Director
wishes to designate a person other than his or her spouse as
Beneficiary, such designation shall be consented to in
writing by the spouse. The Eligible Director may change any
election designating a Beneficiary or Beneficiaries without
any requirement of further spousal consent if the spouse's
consent so provides. Notwithstanding the foregoing, spousal
consent shall not be necessary if it is established that the
required consent cannot be obtained because the spouse
cannot be located or because of other circumstances
prescribed by the Committee. The Company and the Committee
may rely on the Eligible Director's designation of a
Beneficiary or Beneficiaries last filed in accordance with
the terms of this Plan.
(b) An Eligible Director's "Beneficiary" or
"Beneficiaries" shall be the person, persons, trust or
trusts entitled by will or the laws of descent and
distribution to receive the benefits specified in the
Eligible Director's beneficiary designation in the event of
the Eligible Director's death, and shall mean the Eligible
Director's executor or administrator if no other Beneficiary
is identified and able to act under the circumstances.
8.3. Benefits Not Assignable; Obligations Binding
Upon Successors. Benefits of an Eligible Director under
this Plan shall not be assignable or transferable and any
purported transfer, assignment, pledge or other encumbrance
or attachment of any payments or benefits under this Plan,
or any interest therein, other than by operation of law or
pursuant to Section 8.2, shall not be permitted or
recognized. Obligations of the Company under this Plan
shall be binding upon successors of the Company.
8.4. California Law Governs; Severability. The
validity of this Plan or any of its provisions shall be
construed, administered and governed in all respects under
and by the laws of the State of California. If any
provisions of this instrument shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully
effective.
8.5. Headings Not Part of Plan. Headings and
subheadings in this Plan are inserted for reference only and
are not to be considered in the construction of the
provisions hereof.
IN WITNESS WHEREOF, the Company has caused its
duly authorized officer to execute this Plan document as of
the date first written above.
FURON COMPANY
By /s/ Donald D. Bradley
Its General Counsel and
Secretary
[LETTERHEAD OF FURON COMPANY]
May
5th
1 9 9 4
Furon Company
29982 Ivy Glenn Drive
Laguna Niguel, California 92677
Re: Registration on Form S-8 of Furon Company (the
"Company")
Gentlemen:
At your request, I have examined the Registration
Statement on Form S-8 to be filed with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 25,000 shares (the
"Shares") of Common Stock, without par value, of the Company (the
"Common Stock"), to be issued pursuant to the Company's 1933 Non-
Employee Directors' Stock Compensation Plan (the "Plan"). I have
examined the proceedings heretofore taken and to be taken in
connection with the authorization of the Plan and the Common
Stock to be issued pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of
fact and law as I have deemed relevant, I am of the opinion that
the Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable
shares of Common Stock.
I consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted.
/s/ Donald D. Bradley
Donald D. Bradley
General Counsel and Secretary
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 and the related prospectus), pertaining to
the Furon Company 1993 Non-Employee Directors' Stock Compensation
Plan of our report dated March 14, 1994, with respect to the
consolidated financial statements and schedules of Furon Company
included in the Annual Report (Form 10-K) for the year ended
January 29, 1994 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
Orange County, California
June 6, 1994
