SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
FURON COMPANY
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-1947155
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
29982 IVY GLENN DRIVE
LAGUNA NIGUEL, CALIFORNIA 92677
(Address of principal executive offices) (Zip Code)
If this Form relates to If this Form relates to
the registration of a the registration of a
class of debt securities class of debt securities
and is effective upon and is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) effectiveness of a con-
please check the following current registration
box. [ ] statement under the Securities
Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
COMMON STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
WITH RESPECT TO COMMON STOCK,
WITHOUT PAR VALUE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Item 1. Description of Registrant's Securities to Be Registered.
Furon Company (the "Company" or "Registrant") is
registering Common Stock Purchase Rights, issuable in connection
with the Company's Common Stock, no par value. The Company
adopted a Rights Agreement in March 1989, and amended in
September 1991 (the "Rights Agreement"), pursuant to which the
Company declared a dividend distribution of one common share
purchase right ("Right") on each outstanding share of Common
Stock. When exercisable, each Right will entitle its holder to
purchase from the Company, initially, one-fourth of a share of
Common Stock at a price of $13.75, subject to adjustment, until
May 31, 1999. The Rights will become exercisable and a
"Distribution Date" will occur on the earlier of (i) the tenth
business day after the date of the first public announcement that
a person, together with its affiliated and associated persons (an
"Acquiring Person"), has acquired, or obtained the right to
acquire, in a transaction or series of transactions not approved
in advance by the Company's Board of Directors, beneficial
ownership of 20 percent or more of the Company's general voting
power (the date of such announcement being called the "Stock Ac-
quisition Date") or (ii) the tenth business day after the date of
the commencement of a tender offer or exchange offer by any
person, or the first public announcement of the intent of such a
person to commence a tender or exchange offer, upon the
successful consummation of which such person, together with its
affiliated and associated persons, would be the beneficial owner
of 30 percent or more of the Company's general voting power. In
the event that, at any time after an Acquiring Person has become
such, the Company is acquired in a merger or other business
combination transaction or 50 percent or more of its assets or
earning power is sold, proper provision shall be made so that
each holder of a Right shall have the right to receive, upon the
exercise thereof and payment of four times the then current
exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such
transaction would have a market value of two times such price
paid.
In the event that (i) an Acquiring Person merges into
or otherwise combines or consolidates with the Company and the
Company is the surviving corporation in such merger or other
business combination and its Common Stock remains outstanding and
unchanged, (ii) an Acquiring Person engages in one or more self-
dealing transactions specified in the Rights Agreement, (iii) a
person alone, or together with his, her or its affiliates or
associates, becomes the beneficial owner of a number of the
outstanding shares of the Company's stock having in the aggregate
20 percent or more of the general voting power of the Company or
(iv) during such time as there is an Acquiring Person, any of
certain events specified in the Rights Agreement occurs which
results in such Acquiring Person's ownership interest being
increased by more than one percent, then, and in each such case,
proper provision shall be made so that each holder of a Right
(except as described herein) shall have the right to receive upon
exercise and payment of four times the then current exercise
price of the Right that number of shares of Common Stock or
equivalents having a market value of two times such price paid.
The holder of any Rights that are, or were, beneficially owned by
an Acquiring Person or an affiliate or associate thereof shall
not be entitled to the benefit of the adjustment described in
this paragraph.
The Rights may be redeemed in whole, but not in part,
at a price of $.01 per Right by the Company at any time prior to
ten business days after a Stock Acquisition Date. Except for the
provisions relating to the basic economic terms of the Rights,
the Rights may be amended by the Board of the Company prior to
the Distribution Date.
Item 2. Exhibits.
1. Rights Agreement, dated as of March 21, 1989, filed as an
Exhibit to Form 8-A, filed by Registrant on March 22, 1989,
is incorporated herein by reference.
2. First Amendment to Rights Agreement, dated as of September
12, 1991, filed as an Exhibit to the Company's Annual Report
on Form 10-K, filed by the Registrant on April 28, 1992, is
incorporated herein by reference.
2. All exhibits required by Instruction II to Item 2 have been
or will be supplied to the New York Stock Exchange.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
FURON COMPANY
Date: January 23, 1995 /s/ Monty A. Houdeshell
Monty A. Houdeshell
Vice President, Chief
Financial Officer and Treasurer
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. NAME OF ITEM PAGE NO.
1. Rights Agreement, dated
as of March 21, 1989.(1)
2. First Amendment to Rights
Agreement, dated as of
September 12, 1991.(2)
_______________________
(1) Previously filed with the Securities and Exchange Commission
as an Exhibit to Form 8-A, filed by Registrant on March 22,
1989.
(2) Previously filed with the Securities and Exchange Commission
as an Exhibit to the Company's Annual Report on Form 10-K,
filed by Registrant on April 28, 1992.
