<PAGE> 1
As filed with the Securities and Exchange Commission on April 27, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAYCHEM CORPORATION
-----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-1369731
--------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 Constitution Drive, Menlo Park, California 94025-1164
- ---------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1984 EMPLOYEE STOCK PURCHASE PLAN;
AMENDED AND RESTATED 1985 SUPPLEMENTAL EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------
(Full Title of the Plans)
Robert J. Vizas
Raychem Corporation
300 Constitution Drive
Menlo Park, California 94025-1164
---------------------------------------
(Name and Address of Agent For Service)
(415) 361-3333
------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
Copy to: Sarah A. O'Dowd
Heller, Ehrman, White & McAuliffe
525 University Avenue
Palo Alto, California 94301-1908
(415) 324-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 700,000 $35.19 $24,633,000 $8,494.14
==============================================================================
</TABLE>
(1) Estimated (solely for the purpose of calculating the
registration fee) on the basis of the average high and low
price of the registrant's Common Shares on the New York Stock
Exchange on April 21, 1995 (as reported in the Wall Street
Journal on April 24, 1995).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REQUIRED IN CONNECTION WITH
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement covers securities of the
Registrant of the same class as other securities for which
registration statements on Form S-8 relating to the Amended and
Restated 1984 Employee Stock Purchase Plan and the Amended and
Restated 1985 Supplemental Employee Stock Purchase Plan are effective.
Pursuant to General Instruction E to Form S-8, the Registrant
incorporates by reference the contents of these previously- filed
registration statements: Registration Nos. 2-92936, 2-60285, 2-60493,
2-65677, 2-86166, 2-71329, 2-60493, 2-86165, 33-15117, 33-37580,
33-37579, 33-45986, 33-59600 and 33-50737.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a
corporation to the corporation or to any of its stockholders for
monetary damage for a breach of his fiduciary duty as a director,
except in the case where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law or
obtained an improper personal benefit. The Registrant's Amended and
Restated Certificate of Incorporation contains a provision that
eliminates directors' personal liability as set forth above.
Section 145 of the Delaware General Corporation Law, as
amended, provides that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that
he is or was a director, officer, employee or agent of the corporation
or is or was serving at its request in such capacity in another
corporation or business association against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
In addition, Article 8 of the Registrant's Amended and
Restated Certificate of Incorporation provides as follows:
<PAGE> 3
Limitation of Liability and Indemnification of Directors.
A. Elimination of Certain Liability of
Directors. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for beach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an
improper personal benefit.
B. Indemnification and Insurance
(1) Right to Indemnification. Each person
who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter
a "proceeding") by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or
was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise
(including service with respect to employee benefit plans),
whether the basis of the proceeding is alleged action in an
official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys'
fees, judgments, fines, Employee Retirement Income Security
Act of 1974 excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided,
however, that the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of the final
disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including, without limitation, service with respect
to an employee benefit plan) in advance of the final
disposition of the proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced
if ultimately it shall be determined that such director or
officer is not entitled to be indemnified under this Section
or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of
the
<PAGE> 4
Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(2) Nonexclusivity of Rights. The right to
indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any
statute, provisions of this Certificate of Incorporation,
Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
(3) Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
The Company has purchased directors and officers liability
insurance which would indemnify the directors and officers of the
Company against damages arising out of certain kinds of claims which
might be made against them based on their negligent acts or omissions
while acting in their capacity as such.
ITEM 8. EXHIBITS
5 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe
(filed as part of Exhibit 5)
23.2 Consent of Price Waterhouse, Independent Accountants
24 Power of Attorney (see pages 6-7)
99.1 Amended and Restated 1984 Employee Stock Purchase Plan
99.2 Amended and Restated 1985 Supplemental Employee Stock
Purchase Plan
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1) To file, during any period in which offers and 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, as amended
("Securities Act");
<PAGE> 5
(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;
(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 registration statement is on Form S-3, Form S-8, and 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 15(d) of the Securities Exchange
Act of 1934 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.
(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.
(4) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by rule 3-19 of Regulation
S-X at the start of any delayed offering or throughout a continuous
offering.
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 Securities Exchange Act of 1934, as amended (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities 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 a 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 of whether such indemnification
by it is against public
<PAGE> 6
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE> 7
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 Menlo Park, State of California, on this 27th
day of April, 1995.
RAYCHEM CORPORATION
By: /s/ ROBERT J. SALDICH
-------------------------------
Robert J. Saldich, President
and Chief Executive Officer
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Robert J. Saldich,
Raymond J. Sims and Robert J. Vizas, and each of them, with full power of
substitution and full power to act without the other such person's true and
lawful attorney-in-fact and agent for such person in such person's name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same as fully, to all intents
and purposes, as they or such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated.
/s/ ROBERT J. SALDICH President, Chief April 27, 1995
- ---------------------------- Executive Officer and
Robert J. Saldich Director (Principal
Executive Officer)
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
/s/ RAYMOND J. SIMS Senior Vice President and April 27, 1995
- ------------------------------ Chief Financial Officer
Raymond J. Sims (Principal Financial
Officer)
/s/ DEIDRA D. BARSOTTI Vice President and April 27, 1995
- ------------------------------ Controller (Principal
Deidra D. Barsotti Accounting Officer)
/s/ PAUL M. COOK Chairman of the Board April 27, 1995
- ------------------------------
Paul M. Cook
/s/ RICHARD DULUDE Director April 27, 1995
- ------------------------------
Richard Dulude
/s/ JAMES F. GIBBONS Director April 27, 1995
- ------------------------------
James F. Gibbons
/s/ JOHN P. McTAGUE Director April 27, 1995
- ------------------------------
John P. McTague
/s/ DEAN O. MORTON Director April 27, 1995
- ------------------------------
Dean O. Morton
/s/ ISAAC STEIN Director April 27, 1995
- ------------------------------
Isaac Stein
/s/ CYRIL J. YANSOUNI Director April 27, 1995
- ------------------------------
Cyril J. Yansouni
</TABLE>
<PAGE> 9
Index to Exhibits
<TABLE>
<CAPTION>
Sequential
Exhibit Title Page No.
- ------- ----- --------
<S> <C> <C>
5 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe
(filed as part of Exhibit 5)
23.2 Consent of Price Waterhouse LLP,
Independent Accountants
24 Power of Attorney 6-7
99.1 Amended and Restated 1984 Employee Stock
Purchase Plan
99.2 Amended and Restated 1985 Supplemental Employee
Stock Purchase Plan
</TABLE>
<PAGE> 1
EXHIBIT 5
(LETTERHEAD)
April 27, 1995
11850-0200
RAYCHEM CORPORATION
300 Constitution Drive
Menlo Park, California 94025-1164
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Raychem Corporation, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") which the Company proposes to file with the
Securities and Exchange Commission on April 27, 1995 for the purpose of
registering under the Securities Act of 1933, as amended, an additional 700,000
shares of Common Stock of the Company (the "Shares"), pursuant to the
Company's Amended and Restated 1984 Employee Stock Purchase Plan and Amended
and Restated 1985 Supplemental Employee Stock Purchase Plan (the "Plans").
We have assumed the authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all records,
documents and instruments submitted to us as copies.
In rendering our opinion, we have examined the following records, documents
and instruments:
(a) The Amended and Restated Certificate of Incorporation of the Company
certified by the Secretary of State of the State of Delaware as of
April 26, 1995 and certified to us by an officer of the Company as being
complete and in full force and effect as of the date of this opinion;
(b) The Bylaws of the Company certified to us by an officer of the Company
as being complete and in full force and effect as of the date of this
opinion;
(c) A Certificate of the Senior Vice President and Chief Financial Officer
of the Company (i) attaching records certified to us as constituting all
records of proceedings and actions of the Board of Directors of the
Company and stockholders of the Company relating to the Plans and the
Registration Statement, and (ii) certifying as to certain factual
matters;
(d) The Registration Statement;
(e) The Plans; and
(f) A letter from Harris Trust and Savings Bank, the Company's transfer
agent, dated April 26, 1995, as to the number of shares of Company
Common Stock outstanding.
This opinion is limited to the laws of the State of California and the
Delaware General Corporation Law, and we disclaim any opinion as to the laws of
any other jurisdiction. We further disclaim any opinion as to any other statute,
rule, regulation, ordinance, order or other promulgation of any other
jurisdiction or any regional or local governmental body or as to any related
judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and issued, (ii) the full
consideration stated in the Plans is paid for each Share and that such
consideration in respect of each Share includes payment of cash or other Lawful
Consideration at least equal to the par value thereof, and (iii) all applicable
securities laws are complied with, it is our opinion that when issued and sold
by the Company, after payment therefor in the manner provided in the Plans and
in the Registration Statement, the Shares will be validly issued, fully paid
and nonassessable.
<PAGE> 2
RAYCHEM CORPORATION
April 27, 1995 Page 2
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon
by you for any other purpose, or relied upon by any other person, firm,
corporation or other entity for any purpose, without our prior written consent.
We disclaim any obligation to advise you of any change of law that occurs, or
any facts of which we become aware, after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HELLER, EHRMAN, WHITE & MCAULIFFE
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 20, 1994, which appears on page
34 of the 1994 Annual Report to Stockholders of Raychem Corporation, which is
incorporated by reference in Raychem Corporation's Annual Report on Form 10-K
for the year ended June 30, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page 13 of such Annual Report on Form 10-K.
Price Waterhouse LLP
San Jose, California
April 27, 1995
<PAGE> 1
EXHIBIT 99.1
RAYCHEM CORPORATION
AMENDED AND RESTATED 1984 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose
The Amended and Restated 1984 Employee Stock Purchase Plan (the
"Plan") is designed to encourage and assist employees of Raychem Corporation
and participating subsidiaries (together, the "Company") to acquire an equity
interest in the Company through the purchase of shares of Common Stock.
2. Administration
(a) The Plan shall be administered by the Board of Directors
except to the extent the Board of Directors, by resolution, delegates
administration of the Plan, either in its entirety or only as it relates to
persons subject to Section 16 of the Securities Exchange Act of 1934, as
amended, to a committee of the Board. The Board of Directors or the committee
to which the Board of Directors delegates administration hereunder, in either
case, are hereinafter referred to as the "Board."
(b) The Corporate Benefits Committee, or such other committee or
persons as the Board may from time to time select (the "Administrator"), shall
be responsible any matters for which disinterested administration is not
required for purposes of Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 and for such additional matters as the Board shall determine from
time to time. Subject to the express provisions of the Plan, to the overall
supervision of the Board, and to the limitations of Section 423 or any
successor provision of the Internal Revenue Code of 1986, as amended (the
"Code"), the Administrator may administer and interpret the Plan in any manner
it believes to be desirable and any such interpretation shall be conclusive and
binding on the Company and all participants.
3. Shares Subject to Plan
(a) Number of Shares. The Company has reserved for sale under
the Plan 14,000,000 shares of Common Stock, less any shares sold under either
the Plan, the Amended and Restated Raychem Limited Employee Stock Purchase Plan
or the Amended and Restated 1985 Supplemental Employee Stock Purchase Plan.
Shares sold under the Plan may be newly issued shares or shares reacquired in
private transactions or open market purchases, but all shares
<PAGE> 2
sold under the Plan regardless of source shall be counted against the
14,000,000 share limitation.
(b) Adjustments. In the event of any reorganization,
recapitalization, stock split, reverse stock split, stock dividend, combination
of shares, merger, consolidation, offering of rights, or other similar change
in the capital structure of the Company, the Administrator may make such
adjustment, if any, as it deems appropriate in the number, kind, and purchase
price of the shares available for purchase under the Plan and in the maximum
number of shares subject to any option under the Plan.
4. Eligibility Requirements
Each employee, except those described in the next paragraph, shall
become eligible to participate in the Plan in accordance with Section 5 on the
first Enrollment Date (as herein defined) following employment by the Company.
Participation in the Plan is entirely voluntary.
The following employees are not eligible to participate in the Plan:
(i) employees who would, immediately upon enrollment in
the Plan, own directly or indirectly, or hold options or rights to
acquire, an aggregate of 5% or more of the total combined voting power
or value of all outstanding shares of all classes of the Company or
any subsidiary;
(ii) employees who are customarily employed by the
Company less than 15 hours per week or less than five months in any
calendar year; and
(iii) employees who are prohibited by the laws of the nation
of their residence or employment from participating in the Plan.
"Employee" shall mean any individual who performs services for Raychem
Corporation or a participating subsidiary pursuant to an employment
relationship described in Treasury Regulations Section 31.3401(c)-1 or any
successor provision. "Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with Raychem Corporation if, as of the
applicable Enrollment Date, each of the corporations other than the last
corporation in the chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain. "Participating Subsidiary" shall mean a Subsidiary which has
been designated by the Administrator as covered by the Plan.
2
<PAGE> 3
5. Participation
Enrollment. Any eligible employee may enroll or re-enroll in
the Plan as of the first trading day of any February, May, August and November,
or as of such other specific trading days established by the Administrator from
time to time (each an "Enrollment Date"). In order to enroll an eligible
employee must complete, sign, and submit to the Company an enrollment form. An
enrollment form must be received by the Company before the date established by
the Administrator from time to time (each a "Cut-Off Date"); provided, however,
that in no event shall a Cut-Off Date be more than 60 days before an Enrollment
Date. An enrollment form that is received before a Cut-Off Date shall be
effective on the Enrollment Date to which such Cut-Off Date relates.
6. Options to Purchase Common Stock
(a) Grant of Options. Enrollment by a participant in the Plan on
an Enrollment Date will constitute the grant by the Company to the participant
of options to purchase shares of Common Stock under the Plan. The number of
options granted will equal the number of percentage points of salary the
participant elects to have withheld. Re-enrollment by a participant in the
Plan will constitute cancellation by the participant of one or more outstanding
options and the grant by the Company to the participant of new options (equal
in number to the number of options canceled) on the Enrollment Date on which
re-enrollment occurs. An increase (but not a decrease) in the level of payroll
withholding also constitutes the grant of new options for the incremental
change in the percentage withheld but does not cancel outstanding options. Any
participant whose options expire and who has not withdrawn from the Plan will
automatically be re-enrolled in the Plan and granted new options (equal in
number to the number of expiring options) on the Enrollment Date immediately
following the Purchase Date on which the participant's then current options
expire. Any date on which a participant is granted options under the Plan is
referred to as a "Grant Date."
(b) Terms and Conditions of Options. Each option granted under
the Plan shall have the following terms:
(i) except as otherwise provided in Section 6(c), whether
or not all shares of Common Stock have been purchased thereunder, the
option will expire on the earliest to occur of (A) the completion of
the purchase of shares on the last Purchase Date occurring within 12
months of the Grant Date for such option, or such shorter option
period as may be established by the Board from time to time prior to
an Enrollment Date for all options to be granted on such
3
<PAGE> 4
Enrollment Date, or (B) the date on which participation of such
participant in the Plan terminates for any reason;
(ii) payment for shares purchased under the option will
be made only through payroll withholding in accordance with Section 7;
(iii) purchase of shares upon exercise of the option will be
accomplished only in installments in accordance with Section 8;
(iv) the price per share under the option will be
determined as provided in Section 8;
(v) unless otherwise determined by the Administrator,
the number of shares available for purchase under each option shall be
equal to the number of shares determined by dividing $3333 1/3 by the
fair market value of a share determined at the Grant Date of such
option;
(vi) notwithstanding clause (v), no option (taken
together with all other options then outstanding under this Plan and
under all other similar stock purchase plans of the Raychem
Corporation or any Subsidiary) shall in any event give the participant
the right to purchase shares at a rate which accrues in excess of
$25,000 of fair market value of such shares determined at the
applicable Grant Dates in any calendar year during which such
participant is enrolled in the Plan at any time; and
(vii) the option will in all respects be subject to the terms
and conditions of the Plan, as interpreted by the Administrator from
time to time.
(c) Special Provisions Governing Options Granted Before or During
January 1993. Whether or not all shares have been purchased thereunder, each
option granted before January 1, 1993 will terminate on the earliest to occur
of (i) the completion of the purchase of shares on the Purchase Date in
December 1992, (ii) the date on which participation of such participant
terminates for any reason, or (iii) December 31, 1992. Whether or not all
shares have been purchased thereunder, each option granted on the January 1993
Enrollment Date will expire on the earlier to occur of (i) the completion of
the purchase of shares on the Purchase Date in January 1994, or (ii) the date
on which participation of such participant in the Plan terminates for any
reason.
7. Payroll Withholding
4
<PAGE> 5
(a) Withholding Elections. Each participant may elect to make
contributions at a rate equal to any whole percentage up to a maximum of 15%,
or such other maximum percentage as the Board may establish from time to time
before an Enrollment Date for all options to be granted on such Enrollment
Date, of his or her monthly base earnings from the Company (excluding bonuses,
overtime pay, shift premiums, long term disability or workers' compensation
payments and similar amounts, but including elective qualified contributions by
the participant to employee benefit plans). The rate of contribution shall be
designated by the participant in the enrollment form. A participant may elect
to increase or decrease the rate of contribution effective as of any Enrollment
Date by delivery to the Company not later than the related Cut-Off Date of a
new enrollment form indicating the revised rate of contribution. An increase
(but not a decrease) in the contribution rate constitutes the grant of new
options. If the rate is decreased and there is more than one option
outstanding, the participant may specify the option to which such decrease
should apply.
(b) Use of Funds. Contributions shall be credited to a
participant's account as soon as administratively feasible after payroll
withholding. The Company shall be entitled to use of the contributions
immediately after payroll withholding and shall have no obligation to pay
interest on the contributions to any participant.
8. Purchase of Shares
(a) Purchase Procedures. On the last trading day of each January,
April, July and October, or on such other specific trading days as may be
established by the Administrator from time to time prior to an Enrollment Date
for all options to be granted on such Enrollment Date (each a "Purchase Date"),
the Company shall apply the funds then credited to each participant's account
to the purchase of whole and fractional shares of Common Stock. The cost to
the participant for the shares purchased under any option shall be 85% of the
lower of:
(i) the closing price of Common Stock on the New York
Stock Exchange composite transactions tape on the Grant Date for such
option; or
(ii) the closing price of Common Stock on the New York
Stock Exchange composite transactions tape on that Purchase Date.
Any cash equal to less than the price of the smallest fractional share of
Common Stock which may be purchased under the Plan left in a participant's
payroll deduction account on a Purchase Date
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shall be carried forward in such participant's account for application on the
next Purchase Date.
The Administrator may in the case of participants employed by
participating subsidiaries provide for Common Stock to be sold through the
relevant Participating Subsidiaries to such participants, to the extent
consistent with Section 423 of the Code.
(b) Certificates Evidencing Common Stock. At the election of the
participant, certificates evidencing shares purchased on any Purchase Date
shall be delivered as soon as administratively feasible or a notation of
noncertificated shares shall be made on the stock records of the Company, but,
in either case, participants shall be treated as the owners of their shares
effective as of the Purchase Date.
9. Withdrawal From the Plan
A participant may withdraw from the Plan in full (but not in part) at
any time. All funds credited to a participant's payroll deduction account
shall be distributed to him or her without interest as soon as administratively
feasible after notice of withdrawal is received by the Company. An employee
who has withdrawn may not return funds to the Company and require the Company
to apply those funds to the purchase of shares. Any eligible employee who has
withdrawn from the Plan may, however, enroll in the Plan again on any
subsequent Enrollment Date in accordance with the provisions of Section 5.
10. Termination of Employment
Participation in the Plan terminates immediately when a participant
ceases to be employed by the Company for any reason whatsoever (including death
or disability) or otherwise becomes ineligible to participate in the Plan. As
soon as administratively feasible after termination, the Company shall pay to
the participant or his or her beneficiary or legal representative all amounts
credited to the participant's payroll deduction account.
11. Leave of Absence
Unless a participant has voluntarily withdrawn from the Plan, shares
will be purchased for that participant's account on the Purchase Date next
following commencement of a leave of absence by such participant.
Participation in the Plan will terminate immediately after the purchase of
shares on such Purchase Date, however, unless:
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(i) the leave of absence is of less than 90 days'
duration and is due to illness, injury or other reason approved by the
Administrator; or
(ii) the participant's right to reemployment after such
leave is guaranteed by contract or statute.
12. Designation of Beneficiary
Each participant may designate one or more beneficiaries in the event
of death and may, in his or her sole discretion, change such designation at any
time. Any such designation shall be effective upon receipt by the Company and
shall control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a participant,
fractional shares will be sold and the cash proceeds along with a certificate
representing whole shares credited to his or her account shall be delivered to
the designated beneficiaries or, in the absence of a designation, to the
executor, administrator or other legal representative of the participant's
estate. Such delivery shall relieve the Company of further liability with
respect to the Plan on account of the deceased participant. If more than one
beneficiary is designated, each beneficiary shall receive an equal portion of
the account unless the participant has given express contrary instructions.
13. Assignment
The rights of a participant under the Plan shall not be assignable by
such participant, by operation of law, or otherwise. No participant may create
a lien on any funds, securities, rights or other property held by the Company
for the account of the participant under the Plan, except to the extent that
there has been a designation of beneficiaries in accordance with the Plan, and
except to the extent permitted by the laws of descent and distribution if
beneficiaries have not been designated.
A participant's right to purchase shares under the Plan shall be
exercisable only during the participant's lifetime and only by him or her,
except that a participant may direct the Company in the enrollment form to
issue share certificates to the participant jointly with one or more other
persons with right of survivorship, or to certain forms of trusts approved by
the Administrator.
14. Administrative Assistance
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The Administrator may, in its sole discretion, retain a brokerage
firm, bank, or other financial institution to assist in the purchase of shares,
delivery of reports, or other administrative aspects of the Plan. If the
Administrator so elects, each participant shall (unless prohibited by the laws
of the nation of his or her employment or residence) be deemed upon enrollment
in the Plan to have authorized the establishment of an account on his or her
behalf at such institution. Shares purchased by a participant under the Plan
shall be held in the account in the participant's name, or if the participant
so indicates in the enrollment form, in the participant's name together with
the name of one or more other persons, in joint tenancy with right of
survivorship or spousal community property, or in certain forms of trusts
approved by the Administrator.
15. Costs
All costs and expenses incurred in administering the Plan shall be
paid by the Company, except that any stamp duties or transfer taxes applicable
to participation in the Plan may be charged to a participant's account. Any
brokerage fees for the purchase of shares by a participant shall be paid by the
Company, but brokerage and/or bank fees for the resale of shares by a
participant shall be borne by the participant.
16. Reports
The Company shall provide or cause to be provided to each participant
a report of his or her contributions and the shares purchased by that
participant on each Purchase Date.
17. Equal Rights and Privileges
All eligible employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an "employee stock purchase
plan" within the meaning of Section 423 or any successor provision of the Code
and the related regulations. Any provision of the Plan which is inconsistent
with Section 423 or any successor provision of the Code shall without further
act or amendment by the Company or the Board be reformed to comply with the
requirements of Section 423. This Section 17 shall take precedence over all
other provisions in the Plan.
18. Applicable Law
The Plan shall be governed by the substantive laws (excluding the
conflict of laws rules) of the State of California.
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19. Modification and Termination
The Board may amend, alter or terminate the Plan at any time. No
amendment shall be effective unless within one year after it is adopted by the
Board it is approved by the holders of a majority of the voting power of the
Company's outstanding shares, if such amendment would:
(i) increase the number of shares reserved for purchase
under the Plan;
(ii) materially increase the benefits to participants; or
(iii) materially modify the requirements for participation.
The Board may elect to terminate any or all outstanding options at any
time. In the event the Plan is terminated, the Board may also elect either to
terminate outstanding options upon completion of the purchase of shares on the
next Purchase Date, or to permit options to expire in accordance with their
terms (and participation to continue through such expiration dates). If the
options are terminated prior to expiration, all funds contributed to the Plan
that have not been used to purchase shares shall be returned to the
participants as soon as administratively feasible.
If at any time the shares available under the Plan are over-enrolled,
enrollments shall be reduced proportionately to eliminate the over-enrollment.
Any funds that cannot be applied to the purchase of shares due to
over-enrollment shall be refunded to participants as soon as administratively
feasible.
20. Board and Stockholder Approval
This Plan was approved by the Board of Directors on August 3, 1984 and
by the holders of a majority of the voting power of all outstanding shares of
the Company on October 1, 1984. Amendments to this Plan were approved by the
Board of Directors on August 9, 1985, January 24, 1986, August 8, 1986, August
3, 1990, August 2, 1991, May 8, 1992, August 20, 1993 and August 12, 1994 and
by the stockholders of the Company on October 14, 1985, November 11, 1986,
October 31, 1990, October 30, 1991, October 28, 1992, October 27, 1993 and
November 9, 1994.
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<PAGE> 1
EXHIBIT 99.2
RAYCHEM CORPORATION
AMENDED AND RESTATED 1985 SUPPLEMENTAL EMPLOYEE
STOCK PURCHASE PLAN
1. Purpose
The Amended and Restated 1985 Supplemental Employee Stock Purchase
Plan (the "Plan") is designed to encourage and assist employees of
participating subsidiaries (the "Participating Subsidiaries") of Raychem
Corporation (the "Company") to acquire an equity interest in the Company
through the purchase of shares of Common Stock of the Company. The terms and
conditions of purchase are designed to be substantially the same in economic
substance as the terms for employees of the Company under the Amended and
Restated 1984 Employee Stock Purchase Plan (the "1984 Plan") but may vary as to
procedures for purchase as desirable or necessary to reflect the tax,
employment, securities, foreign exchange or other applicable laws and
regulations in effect from time to time in the nations in which the
Participating Subsidiaries are located.
2. Administration
(a) The Plan shall be administered by the Board of Directors of
the Company unless and until such time as the Board of Directors delegates
administration to a committee pursuant to Section 2(b).
(b) The Board of Directors, by resolution, may delegate
administration of the Plan, either in its entirety or only as it relates to
persons subject to Section 16 of the Securities Exchange Act of 1934, as
amended, to a committee of the Board. The Board of Directors or the committee
to which the Board of Directors delegates administration hereunder, in either
case, are hereafter referred to as the "Board."
(c) The Corporate Benefits Committee, or such other committee or
persons as the Board may from time to time select (the "Administrator") shall
be responsible for the matters set forth herein and for such additional matters
as the Board shall determine from time to time. At the time that the Plan is
adopted by a Participating Subsidiary, the Administrator, after consultation
with the management of the Participating Subsidiary and local legal and
financial advisors, shall publish supplemental rules for administration of the
Plan (the "Rules") for that Participating Subsidiary. The Rules shall specify
purchase procedures under the Plan for that Participating Subsidiary so as to
comply with the tax, employment, securities, foreign exchange or other
applicable laws of the nation where the Participating Subsidiary is located
without materially affecting
<PAGE> 2
the economic substance of the Plan with respect to the Company or participants.
(d) The Administrator shall have the power, subject to, and within
the limits of, the express provisions of the Plan and the overall supervision
of the Board:
(1) To construe and interpret the Plan and to establish,
amend, and revoke the Rules. The Administrator, in the exercise of
this power, shall generally determine all questions of policy and
expediency that may arise and may correct any defect, omission, or
inconsistency in the Plan or the Rules in a manner and to the extent
it shall deem necessary or expedient to make the Plan fully effective.
(2) To prescribe the terms and provisions of
participation by eligible employees which shall be identical for all
employees of each Participating Subsidiary but may vary among
Participating Subsidiaries to the extent deemed necessary or desirable
by the Administrator; provided, however, that in no event shall such
variation materially alter the economic substance of the Plan with
respect to the Company or participants.
(3) To designate from time to time which subsidiaries
shall become Participating Subsidiaries.
(4) To provide for Common Stock to be sold through the
Participating Subsidiaries to participants, if the Administrator in
its discretion so elects.
(5) To retain a brokerage firm, bank or other financial
institution to act as trustee, depositary, pledgeholder, escrowholder,
or in such other capacity as specified by the Administrator to assist
in the purchase and sale of shares, delivery of reports, holding or
delivery of funds or share certificates or other administrative
aspects of the Plan, and to make such provision for currency
translation as the Administrator deems appropriate.
(6) To establish a mechanism to enable the participants
to purchase shares with U.S. dollars should exchange control
regulations, or any other law or regulation be enacted which in any
way limits or restricts the purchase of Common Stock by participants
through limitations on transfer of funds into or out of the country in
which the Participating Subsidiaries are located.
(7) To specify the method of designation of funds to be
applied to the purchase of shares which may include, without
limitation, payroll withholding, payment in full in
<PAGE> 3
cash upon purchase, loans from the Company or Participating Subsidiary
with appropriate escrow and repurchase agreements, or any other
arrangement not inconsistent with the Plan which the Administrator in
its discretion may approve.
(8) To exercise such powers and to perform such acts as
are deemed generally necessary or expedient to promote the best
interests of the Company or any Participating Subsidiary, and to
enable the general purpose of the Plan, as expressed in Section 1, to
be accomplished.
3. Shares Subject to Plan
(a) Number of Shares. The Company has reserved for sale under the
Plan 14,000,000 shares of Common Stock, less any shares sold under either the
1984 Plan, the Amended and Restated Raychem Limited Employee Stock Purchase
Plan, or the Plan. Shares sold under the Plan may be newly issued shares or
shares reacquired in private transactions or open market purchases, but all
shares sold under the Plan regardless of source shall be counted against the
14,000,000 share limitation.
(b) Adjustments. In the event of any reorganization,
recapitalization, stock split, reverse stock split, stock dividend, combination
of shares, merger, consolidation, offering of rights or other similar change in
the capital structure of the Company, the Administrator may make such
adjustment, if any, as it deems appropriate in the number, kind and purchase
price of the shares available for purchase under the Plan and in the maximum
number of shares subject to any grant under the Plan.
4. Eligibility Requirements
Each employee of a Participating Subsidiary, except those described in
the next paragraph, shall be eligible to participate in the Plan.
Participation in the Plan is entirely voluntary.
The following employees are not eligible to participate in the Plan:
(a) employees who would, immediately upon enrollment in
the Plan, own directly or indirectly, or hold options or rights to
acquire, an aggregate of 5% or more of the total combined voting power
or value of all outstanding shares of all classes of the Company or
any Subsidiary;
(b) employees who are customarily employed for less than
five months in any calendar year or less than 15 hours per week; and
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(c) employees who are prohibited by the laws of the
nation of their residence or employment from participating in the
Plan.
"Employee" shall mean any individual who performs services for
a Participating Subsidiary and is deemed to be an employee under the
laws of the country in which such Subsidiary is located.
"Subsidiary" shall mean any company whose financial statements
are consolidated with those of the Company.
5. Participation
Enrollment. Any eligible employee may enroll or re-enroll in
the Plan as of such specific trading days as are established for the Plan and
the 1984 Plan by the Administrator from time to time ("Enrollment Dates"). The
Administrator may require eligible employees to complete, sign and submit to
the Company an enrollment form in order to enroll or re-enroll in the Plan and
may establish deadlines prior to Enrollment Dates by which such enrollment
forms must be received so as to effect enrollment on such Enrollment Date.
Enrollment or re-enrollment by a participant in the Plan on an Enrollment Date
will constitute the one or more grants by the Company to the participant of the
right to apply funds to the purchase of shares of Common Stock from the Company
under the Plan, in accordance with Section 6.
6. Purchase
(a) Designated Funds. Each participant may elect to purchase
shares with designated funds in an amount equal to any whole percentage, up to
15 percent (or such other maximum percentage as the Board may specify for the
Plan and the 1984 Plan), of such participant's base pay (the "Designated
Funds").
(b) Grant of Right to Apply Designated Funds. Enrollment or
re-enrollment by a participant in the Plan on an Enrollment Date will
constitute the grant by the Company to the participant of the right to apply
Designated Funds to the purchase of shares of Common Stock from the Company
under the Plan. The number of grants granted on any such Enrollment Date will
be equal to the number of percentage points of Designated Funds specified by
the participant. Any date on which a participant is granted the right to apply
Designated Funds to the purchase of shares of Common Stock under the Plan is
referred to as a "Grant Date."
(c) Terms and Conditions of Rights to Apply Designated Funds. For
each grant made under the Plan the Administrator must
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<PAGE> 5
set forth in the Rules the following terms (and, in its discretion,
may set forth in the Rules any additional terms of grant not
inconsistent with the terms below):
(1) except as otherwise provided in Section 6(d), the
expiration date of the grant shall be the earlier to occur of (A) the
completion of the purchase of shares within 12 months of the
applicable Grant Date, (or such shorter period as the Board may
establish) or (B) the date on which participation of such participant
in the Plan terminates for any reason;
(2) the per share price which shall be paid in U.S.
dollars and shall be 85% of the lower of:
(A) the closing price of Common Stock reported by
the New York Stock Exchange on the applicable Grant Date; or
(B) the closing price of Common Stock reported by
the New York Stock Exchange on the Delivery Date; and
(3) unless otherwise determined by the Administrator, the
number of shares available for purchase under each grant shall be
determined by dividing $3333-1/3 by the fair market value of a share
of Common Stock determined at the Grant Date of such grant for each 1%
of Designated Funds;
(4) notwithstanding clause (3), the grant (taken together
with all other grants then outstanding under this Plan and under all
other similar stock purchase plans of the Company or any subsidiary)
will in no event give the participant the right to purchase shares at
a rate which accrues in excess of U.S. $25,000 of fair market value of
such shares determined at the applicable Grant Dates in any calendar
year during which such participant is enrolled in the Plan at any
time.
(d) Special Provisions Governing Grants Prior to or During January
1993. Whether or not all shares have been purchased thereunder, each grant
that was granted prior to January 1, 1993 will terminate on the earliest to
occur of (i) the completion of the purchase of shares on the Delivery Date in
December 1992, (ii) the date on which participation of such participant
terminates for any reason, or (iii) December 31, 1992. Whether or not all
shares have been purchased thereunder, each grant that was granted during the
January 1993 Enrollment Date will expire on the earlier to occur of (i) the
completion of the purchase of shares on the Delivery Date in January 1994, or
(ii) the date on which participation of such participant in the Plan terminates
for any reason.
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(e) Delivery Dates. On such specific trading days as may be
established by the Administrator from time to time prior to an Enrollment Date
for all enrollments or re-enrollments made on such Enrollment Date ("Delivery
Dates"), the Company shall apply the equivalent in U.S. dollars of the
Designated Funds of each participant to whole and fractional shares of Common
Stock.
7. Withdrawal from the Plan
A participant may withdraw from the Plan in full (but not in part) at
any time. All Designated Funds not applied or to be applied to the purchase of
shares under the Plan by such participant shall be distributed to such
participant without interest as soon as administratively feasible after notice
of withdrawal is received by the Company. Any eligible employee who has
withdrawn from the Plan may enroll in the Plan again on any subsequent
Enrollment Date in accordance with the provisions of Section 5.
8. Termination of Employment
Participation in the Plan ceases immediately when the employment of a
participant by a Participating Subsidiary terminates (such that after
employment termination such participant is not employed by any Participating
Subsidiary) for any reason whatsoever, including death or disability, or when
such participant otherwise becomes ineligible to participate in the Plan. As
soon as administratively feasible after termination, the Company shall pay to
the participant or his or her beneficiary or legal representative all
Designated Funds of such participant not applied or to be applied to the
purchase of shares under the Plan.
9. Leave of Absence
Unless a participant has voluntarily withdrawn from the Plan,
Designated Funds will be applied to the purchase of shares on the Delivery Date
next following commencement of a leave of absence by such participant.
Participation in the Plan will terminate immediately after the application of
funds on such Delivery Date, however, unless:
(a) the leave of absence is of less than 90 days duration
and is due to illness, injury or other reason approved by the
Administrator; or
(b) the participant's right to reemployment after such
leave is guaranteed by contract or statute.
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<PAGE> 7
10. Costs
All costs and expenses incurred in administering the Plan shall be
paid by the Participating Subsidiary, except that any stamp duties or transfer
taxes applicable to participation in the Plan may be charged to the account of
such participant. Any brokerage fees for the purchase of shares by a
participant shall be paid by the Company, but brokerage and/or bank fees for
the resale of shares by a participant shall be borne by the participant.
11. Reports
The Company shall provide or cause to be provided to each participant
a report of his or her Designated Funds and the application of such Designated
Funds on each Delivery Date.
12. Modification and Termination
(a) Modification. The Board may amend, alter or terminate the
Plan at any time. No amendment shall be effective unless within one year after
it is adopted by the Board it is approved by the holders of a majority of the
voting power of the Company's outstanding shares, if such amendment would:
(i) increase the number of shares reserved for purchase
under the Plan;
(ii) materially increase the benefits to participants; or
(iii) materially modify the requirements for
participation.
(b) Termination. The Board may elect to terminate any or all
outstanding options at any time. In the event the Plan is terminated, the
Board may also elect to either terminate outstanding grants upon completion of
the application of Designated Funds on the next Delivery Date, or to permit
grants to expire in accordance with their terms (and participation to continue
through such expiration dates). If the grants are terminated prior to
expiration, all Designated Funds that have not been and will not be applied to
the purchase of shares shall be returned to the participants as soon as
administratively feasible.
If at any time the shares available under the Plan are overenrolled,
enrollments shall be reduced proportionately to eliminate the overenrollment.
Any Designated Funds that cannot
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<PAGE> 8
be applied to the purchase of shares due to overenrollment shall be refunded to
participants as soon as administratively feasible.
13. Effective Date; Approvals
(a) Effective Date. The Plan shall be effective with respect to
each Participating Subsidiary on the date specified by the Administrator for
such Participating Subsidiary.
(b) Approvals. This Plan was approved by the Board of Directors
on August 9, 1985 and by the holders of a majority of the voting power of all
outstanding shares of the Company on October 14, 1985. Amendments to this Plan
were approved by the Board of Directors on August 8, 1986, August 3, 1990,
August 2, 1991, May 8, 1992, August 20, 1993, and August 12, 1994, and by the
stockholders of the Company on November 11, 1986, October 31, 1990, October 30,
1991, October 28, 1992, October 27, 1993 and November 9, 1994.
8
