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, WITHOUT PAR VALUE NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Item 1. Description of Registrant's Securities to Be Registered.
The capital stock of Furon Company (the "Company" or
"Registrant") to be registered on the New York Stock Exchange,
Inc. (the "Exchange"), is the Registrant's Common Stock, without
par value. The Company is authorized to issue 15,000,000 shares
of Common Stock. The Company is also registering under a
separate Form 8-A its Common Stock Purchase Rights which are
governed by that certain Rights Agreement, dated as of March 21,
1989, as amended (the "Rights Agreement"). The holders of the
Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by shareholders. The
holders of Common Stock are entitled to receive such dividends,
if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available
therefor. Subject to any prior rights of the Company's Preferred
Stock, upon liquidation or dissolution of the Company, the
holders of Common Stock are entitled to receive pro rata all
assets remaining available for distribution to shareholders.
Except as set forth in the Rights Agreement, the Common Stock has
no preemptive or other subscription rights and is not subject to
any future calls or assessments. There are no conversion rights
or redemption or sinking fund provisions applicable to shares of
Common Stock. All of the outstanding shares of the Company's
Common Stock are fully paid and non-assessable.
The Company's Articles of Incorporation, Bylaws and
certain agreements and plans include provisions designed to
prevent the use of certain tactics in connection with a potential
takeover of the Company. These include the Rights Agreement
discouraging accumulations of shares and takeovers that are not
approved by the Board of Directors and provisions in the Articles
of Incorporation requiring a super-majority vote of the
shareholders for approval of certain business combinations.
Item 2. Exhibits.
1. All exhibits required by Instruction II to Item 2 have been
or will be supplied to the New York Stock Exchange.
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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
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