As filed with the Securities and Exchange Commission on September 19, 1994.
Registration No. ________
===============================================================================
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 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
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (714) 831-5350
___________________
[CAPTION]
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
- --------------------------------------------------------------------------------
Common Stock, 200,000(1),(2) $17.8125(3) $3,562,500(3) $1,228.45(3)
without shares
par value
- --------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase the
shares of Common Stock covered by the Prospectus and, pursuant to Rule
416, an additional indeterminate number of shares 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 21, 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 September 14, 1994, as reported in the consolidated reporting
system of NASDAQ and published in the Western Edition of the
Wall Street Journal.
The Exhibit Index included in this Registration Statement is
at page 9.
=============================================================================
</TABLE>
<PAGE>
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.
<PAGE>
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 Reports on Form 10-Q for the Company's
quarterly periods ended April 30, 1994 and July 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.
<PAGE>
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 August 23,
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 August 23, 1994
- --------------------
J. Michael Hagan (Principal Executive
Officer)
/s/ Terrence A. Noonan President and Director August 23, 1994
- ----------------------
Terrence A. Noonan
/s/ Peter Churm Chairman Emeritus August 23, 1994
- ---------------
Peter Churm
/s/ Monty A. Houdeshell Vice President, August 23, 1994
- -----------------------
Monty A. Houdeshell Chief Financial
Officer and Treasurer
(Principal Financial
Officer)
/s/ Koichi Hosokawa Controller (Principal August 23, 1994
- -------------------
Koichi Hosokawa Accounting Officer)
/s/ Jay W. DeDapper Director August 23, 1994
- -------------------
Jay W. DeDapper
/s/ Cochrane Chase Director* August 23, 1994
- ------------------
Cochrane Chase
/s/ H. David Bright Director* August 23, 1994
- -------------------
H. David Bright
/s/ William D. Cvengros Director August 23, 1994
- -----------------------
William D. Cvengros
/s/ William E. Eckhardt Director* August 23, 1994
- -----------------------
William E. Eckhardt
/s/ R. David Threshie Director August 23, 1994
- ---------------------
R. David Threshie
__________________________________
* Member of Compensation Committee
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
4. Furon Company 1994 Employees'
Stock Purchase Plan.
5. Opinion of Company 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").
<PAGE>
FURON COMPANY
1994 EMPLOYEES' STOCK PURCHASE PLAN
SECTION 1. ESTABLISHMENT OF THE PLAN.
This plan shall be known as the Furon Company 1994
Employees' Stock Purchase Plan (the "Plan"). The purpose of the
Plan is to furnish to Eligible Employees (as defined in
subparagraph 2(a)) an incentive to advance the best interests of
Furon Company (the "Company") by providing a method whereby they
voluntarily may purchase stock of the Company at a favorable
price and upon favorable terms. The Plan is intended to meet the
requirements of Section 423 of the Internal Revenue Code of 1986,
as amended (the "Code"). As used herein, the term "Subsidiary"
means any corporation in an unbroken chain of corporations
(beginning with the Company) in which each corporation (other
than the last corporation) owns stock possessing 50 percent or
more of the total combined voting power of all classes of stock
in one or more of the other corporations in the chain.
SECTION 2. ELIGIBILITY.
(a) Eligible Employees. All employees of the
Company or of any Subsidiary which has been designated in writing
by the Committee as a "Participating Subsidiary" (including any
Subsidiaries which have become such after the date the Plan is
approved by shareholders) shall be "Eligible Employees" who may
participate in the Plan, except that any employee who has not as
of the Grant Date (as defined in subparagraph 4(a)) completed at
least twelve months of continuous full-time employment with the
Company or a Subsidiary or whose customary employment is for less
than twenty (20) hours per week shall not be an Eligible
Employee.
(b) Limitations on participation. Notwithstanding
anything else contained herein, a person who is otherwise an
Eligible Employee shall not be granted any right to purchase
stock under the Plan to the extent (i) it would, if exercised,
cause the person to own shares of stock (including shares which
would be owned if all outstanding options to purchase stock owned
by such person were exercised) in excess of five percent (5%) of
the total combined voting power of all classes of stock of the
Company or of a Subsidiary, or (ii) it causes such person to have
purchase rights under the Plan which accrue at a rate which
exceeds $25,000 of fair market value of stock of the Company or
any Subsidiary (determined at the time the right to purchase
stock under this Plan is granted) for each calendar year in which
such right is outstanding. For this purpose a right to purchase
stock accrues when it first becomes exercisable during the
calendar year. In determining whether the stock ownership of an
Eligible Employee equals or exceeds the five percent (5%) limit
set forth above, the rules of Section 424(d) of the Code
(relating to attribution of stock ownership) shall apply.
SECTION 3. STOCK SUBJECT TO THE PLAN; SHARE LIMITATIONS.
The total number of shares to be made available under
this Plan is two hundred thousand (200,000) authorized and
unissued or treasury shares of Common Stock, without par value,
of the Company ("Stock"), subject to adjustments pursuant to
Section 10. The aggregate number of shares an Eligible Employee
may purchase under the Plan during each Option Period shall not
exceed 5,000 shares, subject to adjustments pursuant to Section
10. In the event that all of the Stock made available under the
Plan is subscribed prior to the expiration of the Plan, the Plan
may be terminated in accordance with Section 12.
SECTION 4. GRANT OF OPTIONS.
(a) Grant Date; Option Period; Exercise Date. The
Plan shall be in effect from November 1, 1994 through and
including October 31, 2004, unless it is sooner terminated in
accordance with Section 12. During the term of the Plan, the
Company will offer options to purchase the Company's Stock to all
Eligible Employees. Each Option shall become effective each
November 1 (the "Grant Date"). The term of each option is twelve
months (the "Option Period") ending on October 31 (the "Exercise
Date").
(b) Election to participate; payroll deduction
authorization. As of each Grant Date, an option under the Plan
shall be deemed to have been granted to each Eligible Employee
who has delivered to the Company a payroll deduction
authorization within the time and in the form and manner
described in this subparagraph. Each Eligible Employee who
elects to participate in the Plan for a particular Option Period
shall deliver to the Company, prior to the October 15 preceding
the Grant Date for such Option Period, a written payroll
deduction authorization in a form prepared by the Company whereby
the Eligible Employee designates a stated amount of whole dollars
to be deducted from his or her Eligible Compensation (as defined
in subparagraph 4(c)) on each pay day. The minimum payroll
deduction shall be no less than 1% of the Eligible Employee's
Eligible Compensation during the Option Period and the maximum
deduction shall be no more than 10% of such Eligible Employee's
Eligible Compensation during the Option Period. The Company will
maintain on its books or cause to be maintained by a recordkeeper
an account (the "Account") in the name of each participant. At
the close of each pay period, the amount deducted from the
participant's Eligible Compensation will be credited to the
participant's Account. An Eligible Employee's election to
participate made pursuant to this Section 4(b) shall only be
effective for the Option Period to which such election relates.
(c) Eligible Compensation. The term "Eligible
Compensation" includes the following: regular earnings, overtime
pay, sick pay, shift differential, shift premium, vacation pay,
incentive compensation, and bonuses. Eligible Compensation also
includes any amounts contributed to a plan qualifying under
Sections 401(k), 125 and 129 of the Code as salary reduction
contributions. Any other form of compensation is excluded from
Eligible Compensation, including but not limited to the
following: prizes, awards, housing allowances, stock option
exercises, stock appreciation rights, restricted stock exercises,
performance awards, auto allowances, tuition reimbursement, and
forms of imputed income.
SECTION 5. EXERCISE OF OPTIONS.
(a) Option exercise. Each participant will be
deemed to have exercised his or her option on each Exercise Date,
subject to the provisions of Sections 6 and 7 of the Plan. Each
participant who is deemed to have exercised his or her option
shall be entitled to receive that number of whole shares of Stock
determined by dividing the balance of the participant's Account
as of the Exercise Date by the Option Price (as defined in
subparagraph 5(b)). Any balance remaining in the participant's
Account after payment of the Option Price for whole shares shall
be refunded to the participant. In the event the number of
shares of Stock subscribed for in any Option Period exceeds the
number of shares available for sale under the Plan for such
period, the available shares shall be allocated among the
participants in proportion to their Account balances.
(b) Option Price. The "Option Price" for each
share of Stock shall be the lesser of (i) eighty five percent
(85%) of the fair market value of such share on the Grant Date or
(ii) eighty five percent (85%) of the fair market value of such
share on the Exercise Date. The fair market value of a share
shall be the closing price reported on the applicable date in the
consolidated reporting system of NASDAQ and published in the
Western Edition of the Wall Street Journal. In the event the
Stock is not traded on the date as of which fair market value is
to be determined, the date used to determine value shall be the
next preceding date on which the Stock is traded.
(c) Delivery of share certificates. As soon as
practicable following the Exercise Date, the Company will deliver
a certificate issued in the participant's name with respect to
which the option was exercised and for which the Option Price has
been paid. Notwithstanding the preceding sentence, with respect
to a participant who is subject to Section 16(a) of the
Securities Exchange Act of 1934, as amended (a "Section 16
Person"), the Company will not deliver a certificate issued in
such participant's name until the day after the date which is six
months after the Exercise Date, and such participant cannot
transfer record or beneficial ownership of the shares to be
issued pursuant to such certificate within such six month period.
The Company will deliver certificates to the participant;
however, in the event the Company makes available an alternate
arrangement for delivery to a recordkeeping service, the
Committee in its discretion may either require or permit the
participant to elect that such certificate be delivered to such
recordkeeping service. In the event the Company is required to
obtain from any commission or agency authority to issue any such
certificate, the Company will seek to obtain such authority.
Inability of the Company to obtain from any such commission or
agency authority which counsel for the Company deems necessary
for the lawful issuance of any such certificate shall relieve the
Company from liability to any participant in the Plan except to
return to the participant the amount of the balance in his or her
Account.
SECTION 6. WITHDRAWAL FROM THE PLAN.
(a) Withdrawal during an Option Period. Each
participant may withdraw from the Plan at any time during an
Option Period. A participant who wishes to withdraw from the
Plan must deliver to the Company a notice of withdrawal in a form
prepared by the Company. The Company, promptly following the
time when the notice of withdrawal is delivered, will refund to
the participant the amount of the balance in his or her Account
and thereupon such participant's payroll deduction authorization,
interest in the Plan, and interest in his or her option under the
Plan shall terminate.
(b) Withdrawal resulting from loss of eligibility.
If a participant ceases to an Eligible Employee because he or she
no longer satisfies the requirements for eligibility stated in
Section 2 or any additional requirements imposed by applicable
local law, the participant shall be deemed to have withdrawn from
the Plan as of the date when he or she ceased to be an Eligible
Employee. The Company shall promptly refund to the participant
the amount of the balance of his or her Account, and the
participant's payroll deduction authorization, interest in the
Plan, and interest in his or her option under the Plan shall
terminate.
(c) Participation following withdrawal. A
participant who elects to withdraw from the plan in a manner
described in subparagraph (a) may participate in the Plan as of
the next following Option Period provided he or she is an
Eligible Employee on such date. If a participant is deemed to
have withdrawn from the Plan by his or her loss of eligibility to
participate as stated in subparagraph (b), such participant shall
again be eligible to participate as of the Grant Date which
coincides with or follows the date he or she again becomes an
Eligible Employee. Notwithstanding the preceding sentences, in
the event that a Section 16 Person withdraws in accordance with
subparagraph (a) or is deemed to have withdrawn in accordance
with subparagraph (b), such Section 16 Person shall not be
eligible to participate in the Plan until the Grant Date which is
at least six months after the date of his or her withdrawal.
SECTION 7 TERMINATION OF EMPLOYMENT.
(a) Termination of employment other than by
retirement or death. If the employment of a participant
terminates during the Option Period other than by retirement or
death, the participant shall be deemed to have withdrawn from the
Plan on the day following the effective date of his or her
termination of employment. The Company shall promptly refund to
the participant the amount of the balance in his or her Account,
and thereupon the participant's interest in the Plan and interest
in his or her outstanding option under the Plan shall terminate.
(b) Termination by retirement. If a participant
retires on or after the date that is three months before the
Exercise Date, such participant may elect in writing before his
or her retirement to either (i) exercise his or her outstanding
option, in which event the Company shall retain the balance in
such participant's Account during the then current Option Period
and then apply the balance in such Account under the Plan to
purchase at the Option Price whole shares of the Company's Stock
on the next following Exercise Date and refund the excess, if
any, or (ii) request payment of the balance in such Account, in
which event the Company promptly shall make payment, and
thereupon the participant's interest in the Plan and in his or
her outstanding option under the Plan shall terminate.
If a participant retires prior to the date that is
three months before the Exercise Date, the Company promptly shall
refund the amount in the participant's Account, and thereupon the
participant's interest in the Plan and in his or her outstanding
option under the Plan shall terminate.
(c) Termination by death. If the employment of a
participant is terminated by death, the Company promptly shall
pay the balance of the participant's Account under the Plan to
the person whom the participant has named beneficiary to receive
the benefits of the Company's basic group life insurance plan, or
to the participant's estate if he or she has not named any such
beneficiary, and thereupon the participant's interest in the Plan
and in his or her option under the Plan shall terminate.
SECTION 8. NONTRANSFERABILITY.
Except for transfers by will or under the laws of
descent and distribution, or unless otherwise provided by law
(and in the case of a Section 16 Person, consistent with Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as
amended), neither the payroll deductions credited to an Eligible
Employee's Account nor an Eligible Employee's rights to purchase
Stock under this Plan may be sold, assigned, transferred,
pledged, or otherwise disposed of or encumbered, and any such
action taken by the Eligible Employee, or any claim asserted by
another party in respect of such right or interest, shall be
void. During the Eligible Employee's lifetime, an option granted
under this Plan may be exercised only by the Eligible Employee.
SECTION 9. EMPLOYEE'S RIGHTS.
Nothing in this Plan shall prevent the Company or any
Subsidiary from terminating any employee's employment. No
employee shall have any rights as a shareholder until a
certificate for shares has been issued in the participant's name
following exercise of his or her option.
Section 10. ADJUSTMENT OF AND CHANGES IN THE STOCK.
In the event that the shares of Stock shall be changed
into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another
corporation (whether by reason or merger, consolidation,
recapitalization, stock split, combination of shares, or
otherwise), or if the number of shares of Stock shall be
increased through a stock split or the payment of a stock
dividend, then there shall be substituted for or added to each
share of Stock theretofore reserved for sale under the Plan, the
number and kind of shares of stock or other securities into which
each outstanding share of Stock shall be so changed, or for which
each such share shall be exchanged, or to which each such share
is entitled, as the case may be, or the number or kind of
securities which may be sold under the Plan and the purchase
price per share shall be appropriately adjusted consistent with
such change in such manner as the Board of Directors may deem
equitable to prevent substantial dilution or enlargement of
rights granted to, or available for, Eligible Employees.
SECTION 11. USE OF FUNDS; NO INTEREST PAID.
All funds received or held by the Company under the
Plan will be included in the general funds of the Company and may
be used for any corporate purpose. No interest will be paid to
any participant or credited to his or her Account under the Plan.
SECTION 12. AMENDMENT OR DISCONTINUANCE OF THE PLAN.
The Board of Directors of the Company shall have the
right to amend, modify or terminate the Plan at any time without
notice, provided that no participant's existing rights are
adversely affected thereby and provided further that without the
approval of the holders of a majority of the issued and
outstanding shares of Stock no such amendment shall be made which
(i) increases the total number of shares subject to the Plan,
(ii) changes the formula by which the price at which the shares
shall be sold is determined, (iii) changes the class of employees
eligible to participate in the Plan, or (iv) requires stockholder
approval under any applicable provision of law including Rule
16b-3. Notwithstanding anything else contained herein, the
Committee shall have the right to designate from time to time the
Subsidiaries whose employees may be eligible to participate in
the Plan and such designations shall not constitute an amendment
to the Plan requiring shareholder approval in accordance with
Treasury Regulation Section 1.423-2(c)(4).
SECTION 13. ADMINISTRATION.
The Plan shall be administered by a Committee appointed
by the Board of Directors consisting of three employees of the
Company. No members of the Committee shall be entitled to act on
or decide any matter relating solely to himself or herself or any
of his or her rights or benefits under the Plan. The Committee
may from time-to-time adopt rules and regulations for carrying
out the Plan. The Committee shall have full power and discretion
to construe and interpret the Plan, which construction or
interpretation shall be final and conclusive on all persons.
EXHIBIT 5
September 12, 1994
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 (the "Registration Statement") to be filed
with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of
200,000 shares (the "Shares") of Common Stock, without par value
of the Company (the "Common Stock"), to be issued pursuant to the
Company's 1994 Employees' Stock Purchase 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 1994 Employees' Stock Purchase 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.
Orange County, California /s/ Ernst & Young LLP
September 16, 1994 ---------------------
ERNST & YOUNG LLP
