As filed with the Securities and Exchange
Commission on June 8, 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 1982 Stock Incentive 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
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, 150,000(1),(2) $15.625(3) $2,343,750(3) $808.19(3)
without par value shares
___________________________________________________________________________
(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, options and rights to purchase the shares
of Common Stock covered by the Prospectus and, pursuant to Rule 416, an
additional indeterminate number of shares, options 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.
__________________________________________________________________________
The Prospectus which contains the information required pursuant
to Section 10(a) of the Securities Act of 1933, as amended (the
"Act"), relates to (i) a registration statement on Form S-8 (File
No. 2-83043) under the Act, with respect to 600,000 shares of
Common Stock, (ii) a registration statement on Form S-8 (File No.
33-29270) under the Act, with respect to 375,000 additional
shares of Common Stock, (iii) a registration statement on
Form S-8 (File No. 33-39572) under the Act, with respect to
525,000 additional shares of Common Stock, and (iv) this
registration statement on Form S-8 under the Act with respect to
an additional 150,000 shares of Common Stock.
<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 Rule 428(b)(1)
of the Act. 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 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 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, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits - See the attached Exhibit Index.
Item 9. Undertakings
** The information and contents of Registration Statements No.
2-83043, 33-29270 and 33-39572 on Form S-8, respectively, which
were previously filed with the Securities and Exchange Commission
by the Registrant are incorporated herein by reference. Except
for required opinions, consents, signature pages and any
information required in this Registration Statement that is not
in the above mentioned Registration Statements, information
required by Part II to be contained in this Registration
Statement is omitted in accordance with General Instruction E to
Form S-8.
SIGNATURES
Pursuant to the requirements of the Act, as amended,
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 June 7, 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 J. Michael Hagan, Terrence A. Noonan and Monty A.
Houdeshell, or each 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 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
attorneys-in-fact and agents, or any 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 Act, 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 June 7, 1994
J. Michael Hagan (Principal Executive
Officer)
/s/ Terrence A. Noonan President and Director June 7, 1994
Terrence A. Noonan
/s/ Peter Churm Chairman Emeritus June 7, 1994
Peter Churm
/s/ Monty A. Houdeshell Vice President, June 7, 1994
Monty A. Houdeshell Chief Financial Officer
and Treasurer (Principal
Financial Officer)
/s/ Koichi Hosokawa Controller (Principal June 7, 1994
Koichi Hosokawa Accounting Officer)
/s/ Bruce E. Ranck Director June 7, 1994
Bruce E. Ranck
/s/ Cochrane Chase Director* June 7, 1994
Cochrane Chase
/s/ H. David Bright Director* June 7, 1994
H. David Bright
/s/ William D. Cvengros Director June 7, 1994
William D. Cvengros
Director* June ____, 1994
William E. Eckhardt
/s/ R. David Threshie Director June 7, 1994
R. David Threshie
_________________
* Member of Compensation Committee
<PAGE>
<PAGE>
EXHIBIT INDEX*
Exhibit
Number Description
4 Amendment to the Furon Company 1982
Stock Incentive Plan, as amended
(adopted by the Board of Directors
of Furon Company on March 22, 1994).
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").
_______________________
* Each exhibit index and exhibit of Registration Statement
Nos. 2-83043, 33-29270 and 33-39572, respectively, which were
previously filed with the Securities and Exchange Commission by
the Registrant, are incorporated herein by reference.
EXHIBIT 4
FURON COMPANY
Amendment to
Furon Company 1982 Stock Incentive Plan, as amended
(Adopted by the Board of Directors on March 22, 1994)
1. The second sentence of Section 2.4 of the
Plan is amended to delete the number "1,500,000" and replace
it with the number "1,650,000", thereby increasing the
aggregate amount of Common Stock that may be issued or
transferred pursuant to "Awards" granted under the Plan by
150,000 shares.
2. Section 7.7(b) of the Plan is amended in its
entirety to read as set forth below so as to reflect
correctly the intent of the Plan by conforming it to the
applicable provisions of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
"(b) If an amendment would
materially (i) increase the benefits
accruing to participants within the
meaning of Rule 16b-3(a) under the Exchange
Act or any successor thereto, (ii) increase
the aggregate number of shares which may
be issued under this Plan, or (iii)
modify the requirements of eligibility
for participation in this Plan, the
amendment shall be approved by the Board
or the Committee and by a majority of
the shareholders."
June 6, 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
150,000 shares (the "Shares") of Common Stock, without par value
of the Company (the "Common Stock"), to be issued pursuant to the
Company's 1982 Stock Incentive 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 1982 Stock Incentive 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 7, 1994
