<PAGE> 1
As filed with the Securities and Exchange Commission on December 18, 1998.
Registration No. 333-_____
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)
<TABLE>
<S> <C>
Delaware 94-1369731
-------- ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
</TABLE>
300 Constitution Drive, Menlo Park, California 94025
----------------------------------------------------
(Address of principal executive offices)
EXECUTIVE DEFERRED COMPENSATION PLAN
------------------------------------
(Full title of the plan)
Richard A. Kashnow
Raychem Corporation
300 Constitution Drive
Menlo Park, California 94025
----------------------------
(Name and address of agent for service)
(650) 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
(650) 324-7000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered(1) registered price per share(2) offering price registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred
Compensation
Obligations $10,000,000 100% $10,000,000 $2,780.00
===========================================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Raychem
Corporation to pay deferred compensation in the future in accordance with
the terms of the Raychem Corporation Executive Deferred Compensation Plan
for a select group of eligible employees.
(2) Estimated solely for the purpose of determining the registration fee.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the Securities and
Exchange Commission by Raychem Corporation ("Registrant") are incorporated by
reference in this registration statement:
(a) The Registrant's latest annual report (Form 10-K) filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act"), that contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed; and
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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 in this registration statement and to be
part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Capitalized terms used without definition herein have the meanings assigned
in the Registrant's Executive Deferred Compensation Plan (the "Plan"). The Plan
allows Participants to submit elections to defer compensation, including
elections as to the amount to be deferred and the timing and manner of
distribution, before the start of the fiscal year in which the compensation will
be earned (or in the case of the year in which the Plan is adopted, within 30
days after selection as a Participant).
The Deferral Amounts represent unsecured general obligations of the
Registrant to pay deferred compensation (plus any net investment earnings
attributable thereto) in the future in accordance with the terms of the Plan and
the Trust Agreement between the Registrant and Boston Safe Deposit and Trust
Company of California as trustee (the "Trustee") dated as of April 6, 1995 (the
"Trust Agreement") thereunder. In the event of the Insolvency of the Registrant,
the trust fund established under the Trust Agreement (the "Trust") shall be
subject to the claims of the general creditors of the Registrant. In such event,
all Participants and Beneficiaries shall constitute unsecured general creditors
of the Registrant with respect to amounts otherwise payable thereunder and shall
have no special or priority claim with respect to the assets held in the Trust.
The amount of compensation deferred by each Participant (the "Deferral
Amount") is determined in accordance with the Plan based on the Participant's
elections. Subject to the provisions of the Plan relating to Insolvency and to
the terms of any Subsequent Deferral Elections or Optional Distribution
Elections made by a Participant, the Deferral Amounts (plus any net investment
earnings attributable thereto) will be payable as soon as practicable after a
Determination Date that is, in general, the last business day of a December
selected by the Participant. Under the Plan, Deferral Amounts may be invested in
one or more investment funds available under the Plan. Each Participant under
the Plan will have a separate Deferred Compensation Account (as such term is
defined in the Plan), and each Participant's Deferred Compensation Account will
be valued separately. Any earnings and realized and unrealized gains
attributable to a Participant's Deferred Compensation Account shall be credited
to such Account on a segregated basis, and any amounts distributed from, any
realized losses incurred by, and any expenses and fees properly chargeable to, a
Participant's Deferred Compensation Account shall be charged against such
Account on a segregated basis.
Except as set forth in the Plan, or as otherwise provided by applicable
law, the interest of any person in the Plan, in the Trust, or in any
distribution to be made under the Plan may not be assigned, pledged, alienated,
anticipated, or otherwise encumbered (either at law or in equity) and shall not
be subject to attachment, bankruptcy, garnishment, levy, execution, or other
legal or equitable process. Each Participant in the Plan has the right to
2
<PAGE> 3
designate a Beneficiary to receive the balance, if any, of the Participant's
Deferred Compensation Account at the time of the Participant's death and shall
have the right at any time to revoke such designation or to substitute another
such Beneficiary.
The Registrant's Board of Directors has the right to amend or terminate the
Plan at any time and for any reason, provided, however, that no amendment or
termination of the Plan shall reduce any Participant's or Beneficiary's rights
or benefits accrued under the Plan before the date the amendment is adopted or
the Plan is terminated, as appropriate, including the Participant's or
Beneficiary's right to payment of the balance of his Deferred Compensation
Account as of such date.
The Deferral Amounts are not convertible into another security of the
Registrant. Boston Safe Deposit and Trust Company has been appointed as Trustee
pursuant to the Trust Agreement to take action with respect to the Deferral
Amounts. Pursuant to the Trust Agreement, the Trustee shall be directed by the
Plan Administrator with respect to the investment of Trust assets in accordance
with the investment decisions of the Participants (and, if applicable,
Beneficiaries), and the Trustee will follow such directions.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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:
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
3
<PAGE> 4
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 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 Registrant has purchased directors and officers liability insurance
which would indemnify the directors and officers of the Registrant 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
4 Executive Deferred Compensation Plan
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 PricewaterhouseCoopers LLP, Independent Accountants
24 Power of Attorney (see pages 6 and 7)
</TABLE>
4
<PAGE> 5
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;
(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-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.
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 policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
5
<PAGE> 6
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 17th day of
December, 1998.
RAYCHEM CORPORATION
/s/ Richard A. Kashnow
-----------------------------
Richard A. Kashnow, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Richard
A. Kashnow and Raymond J. Sims his or her true and lawful attorneys in fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post effective amendments)
to the Registration Statement, and to sign any registration statement for the
same offering covered by this Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and all post effective amendments thereto, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, 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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her 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 as of December 17, 1998.
<TABLE>
<S> <C> <C>
/s/ Richard A. Kashnow President, Chairman of the Board December 17, 1998
- --------------------------- and Chief Executive Officer
Richard A. Kashnow (Principal Executive Officer)
/s/ Raymond J. Sims Senior Vice President and Chief December 17, 1998
- --------------------------- Financial Officer (Principal
Raymond J. Sims Financial Officer)
/s/ Diedra D. Barsotti Vice President and Controller December 17, 1998
- --------------------------- (Principal Accounting Officer)
Diedra D. Barsotti
/s/ Richard Dulude Director December 17, 1998
- ---------------------------
Richard Dulude
/s/ James F. Gibbons Director December 17, 1998
- ---------------------------
James F. Gibbons
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ John P. McTague Director December 17, 1998
- ---------------------------
John P. McTague
/s/ Dean O. Morton Director December 17, 1998
- ---------------------------
Dean O. Morton
/s/ Isaac Stein Director December 17, 1998
- ---------------------------
Isaac Stein
/s/ Chang-Lin Tien Director December 17, 1998
- ---------------------------
Chang-Lin Tien
/s/ Cyril J. Yansouni Director December 17, 1998
- ---------------------------
Cyril J. Yansouni
</TABLE>
7
<PAGE> 8
Index to Exhibits
<TABLE>
<CAPTION>
Item No. Description of Item
- -------- -----------------------------------------------------------------------
<S> <C>
4 Executive Deferred Compensation Plan
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 PricewaterhouseCoopers LLP, Independent Accountants
24 Power of Attorney (see pages 6 and 7)
</TABLE>
8
<PAGE> 1
Exhibit 4
RAYCHEM CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
(RESTATED TO INCORPORATE AMENDMENTS THROUGH APRIL 10, 1998)
The Raychem Corporation 1995 Executive Deferred Compensation Plan was
initially adopted by the Board of Directors on February 17, 1995, and has been
amended and restated as the Raychem Corporation Executive Deferred Compensation
Plan, to include all amendments made through and effective as of April 17, 1997,
to read as follows:
1. PURPOSE.
The primary purpose of this Raychem Corporation Executive Deferred
Compensation Plan (the "Plan") is to enable a select group of highly compensated
management employees of Raychem Corporation and its subsidiaries to defer
receipt of salary, bonuses and/or supplemental retirement benefits payable under
Company compensation programs. By means of this Plan the Company seeks to
attract, retain, and motivate key management personnel for itself and its
subsidiaries.
2. DEFINITIONS.
2.1 ADMINISTRATOR. "Administrator" shall mean the Board or a
committee of the Board as provided in Section 3 below.
2.2 BENEFICIARY. "Beneficiary" shall mean the person or persons
designated by a Participant (in accordance with Section 7.1) to receive the
balance of the Participant's Deferred Compensation Account in the event the
Participant dies before receiving the entire amount credited to such Account.
2.3 BOARD. "Board" shall mean the Board of Directors of the Company.
2.4 BONUS AMOUNT. "Bonus Amount" shall mean the amount of any bonus
payable to a Participant under a bonus plan sponsored by the Company or any
subsidiary of the Company attributable to services performed in a Participation
Year.
2.5 CHANGE IN CONTROL. "Change in Control" shall mean the occurrence
of any of the following:
(a) any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (other than
the Company, a subsidiary, an affiliate or a Company-sponsored employee benefit
plan, including any trustee of such plan acting as trustee), becoming the
"beneficial owner" (as that term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then-outstanding securities;
(b) the solicitation of proxies (within the meaning of Rule
14a-1(k) under the Exchange Act and any successor rule) with respect to the
electing of any director of the Company, where such solicitation is for any
candidate who is not a candidate proposed by a majority of the Board in office
immediately before the time of such election; or
(c) the dissolution or liquidation (partial or total) of the
Company or a sale of assets involving 30% or more of the assets of the Company,
any merger or reorganization of the Company whether or not another entity is the
survivor, a transaction pursuant to which the holders, as a group, of all of the
shares of the Company outstanding immediately before the transaction hold, as a
group, less than 70% of the shares of the Company outstanding after the
transaction, or any other event that the Board determines, in its discretion,
would materially alter the structure or ownership of the Company.
<PAGE> 2
2.6 COMPANY. "Company" shall mean Raychem Corporation and any
successor to Raychem Corporation.
2.7 DEFERRAL AMOUNT. "Deferral Amount" shall mean all or that portion
of a Bonus Amount, all or that portion of a Salary Amount (not in excess of 50%
by an Employee), and/or the amount credited under the Raychem Corporation
Amended and Restated Bonus Deferral and Stock Option Plan attributable to cash
deferrals prior to July 1, 1996 that a Participant elects to transfer to this
Plan.
2.8 DEFERRED COMPENSATION ACCOUNT. "Deferred Compensation Account"
shall mean the account established for a Participant pursuant to Section 6.
2.9 EMPLOYEE. "Employee" shall mean an employee of the Company or any
subsidiary of the Company.
2.10 ERISA. "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.
2.11 INITIAL DEFERRAL ELECTION. "Initial Deferral Election" shall mean
an election made pursuant to Section 5.1.
2.12 INSOLVENCY. "Insolvency" shall mean the condition of being unable
to pay debts as they mature or being subject to proceedings as a debtor under
the federal Bankruptcy Code.
2.13 OPTIONAL DISTRIBUTION ELECTION. "Optional Distribution Election"
shall mean an election made pursuant to Section 5.3.2 or 5.3.4.
2.14 PARTICIPANT. "Participant" shall mean (a) an Employee whose rate
of base compensation is among the highest three percent of all Employees and who
is selected by the Company to participate in this Plan, (b) an Employee who is a
participant in the Raychem Corporation Amended and Restated Bonus Deferral and
Stock Option Plan, (c) a consultant to the Company who was selected by the
Company to participate in this Plan while an Employee, or, (d) a director of the
Company unless participation in this Plan would cause the director not to be
"disinterested" within the meaning of Rule 16b-3 under the Securities Exchange
Act of 1934.
2.15 PARTICIPATION YEAR. "Participation Year" shall mean the fiscal
year ending June 30.
2.16 SALARY AMOUNT. "Salary Amount" shall mean the amount payable to a
Participant by the Company or any subsidiary of the Company as base salary
attributable to services performed in a Participation Year. In the case of a
Participant who is a director or a former Employee, "Salary Amount" shall mean
the Participant's compensation as a director of or consultant to the Company
during a Participation Year.
2.17 SERP AMOUNT. "SERP Amount" shall mean the amount of a
Participant's lump sum benefit under the Raychem Corporation Supplemental
Executive Retirement Plan transferred to this Plan at the Participant's
election.
2.18 SUBSEQUENT DEFERRAL ELECTION. "Subsequent Deferral Election"
shall mean an election made pursuant to Section 5.3.1.
2.19 TOTALLY DISABLED. "Totally Disabled" shall mean a physical or
mental incapacity (a) that prevents a Participant from performing his or her
normal job with the Company or a subsidiary of the Company and (b) that a
physician satisfactory to the Administrator certifies is likely to be permanent.
2.20 TRUST. "Trust" shall mean the trust established by the Trust
Agreement.
<PAGE> 3
2.21 TRUST AGREEMENT. "Trust Agreement" shall mean the trust agreement
between the Company and the Trustee with respect to the assets held in trust
under this Plan.
2.22 TRUSTEE. "Trustee" shall mean the trustee(s) of the Trust
appointed pursuant to Section 10.1, and any successor trustee(s) appointed
pursuant to the Trust Agreement.
3. ADMINISTRATION.
3.1 ADMINISTRATOR. This Plan shall be administered by the Board or,
upon delegation by the Board, by a committee consisting of not less than two
directors (in either case, the "Administrator"). In connection with the
administration of this Plan, the Administrator shall have the powers possessed
by the Board. The Administrator may act only by a majority of its members. The
Administrator may delegate administrative duties to such Employees as it deems
proper. The Board at any time may terminate the authority delegated to any
committee of the Board pursuant to this Section 3.1 and revest in the Board the
administration of this Plan.
3.2 ADMINISTRATOR DETERMINATIONS BINDING. The Administrator may
adopt, alter, and repeal administrative rules, guidelines, and practices
governing this Plan as it from time to time shall deem advisable, may interpret
the terms and provisions of this Plan, may correct any defect, omission, or
inconsistency in this Plan, and may otherwise supervise the administration of
this Plan. All decisions made by the Administrator shall be binding on all
persons, including the Company and all Participants and Beneficiaries. No member
of the Administrator shall be liable for any action that he or she has in good
faith taken or failed to take with respect to this Plan.
3.3 INDEMNITY. The Company shall indemnify and hold harmless each
member of the Administrator, and each officer and Employee, to the fullest
extent permissible by law, against any and all liabilities arising by reason of
any action taken or omitted in connection with this Plan, including expenses
reasonably incurred in the defense of any claim of such liability.
4. SELECTION OF EMPLOYEE PARTICIPANTS.
The Company shall select Employee Participants for each Participation Year
before the first day of each such year; provided that, for the Participation
Year in which this Plan is adopted, the Company shall select Employee
Participants for such fiscal year within 30 days after adoption of this Plan.
Once selected, an Employee Participant shall automatically be a Participant for
succeeding Participation Years until otherwise notified by the Company.
5. ELECTIONS; PAYMENT OF PLAN BENEFITS.
5.1 INITIAL DEFERRAL ELECTIONS. A Participant may specify his or her
Deferral Amount for a Participation Year at any time before the first business
day of that Participation Year by filing an Initial Deferral Election with the
Administrator; provided, however, that with respect to the Participation Year
during which this Plan is adopted by the Board, a Participant may file an
Initial Deferral Election for the remainder of that Participation Year within 30
days after being notified of selection as a Participant.
5.2 GENERAL RULE FOR DISTRIBUTIONS ATTRIBUTABLE TO DEFERRAL AMOUNTS.
Subject to Section 13.2 (dealing with the Insolvency of the Company) and to the
terms of any elections filed under Section 5.3, 100% of a Participant's Deferral
Amount for a given Participation Year (adjusted for net investment income or
loss attributable to the Deferral Amount) shall be determined as of the last
business day of the December after the end of such Participation Year or, if
later and if elected by the Participant, the last business day of December 2000
or any fifth year thereafter (in either case, the "Determination Date"), and
shall be distributed to the Participant as soon as practicable after the
Determination Date.
5.3 ELECTIONS REGARDING SUBSEQUENT DEFERRALS AND DISTRIBUTIONS FROM
DEFERRED COMPENSATION ACCOUNTS ATTRIBUTABLE TO DEFERRAL AMOUNTS. Notwithstanding
<PAGE> 4
Section 5.2, distributions from Deferred Compensation Accounts attributable to
Deferral Amounts shall be made in accordance with instructions provided in any
elections filed pursuant to this Section 5.3.
5.3.1 SUBSEQUENT DEFERRAL ELECTIONS. On or before the first
business day of the June before the date that a distribution from a Deferred
Compensation Account otherwise is to be made pursuant to Section 5.2 or pursuant
to the most recent Subsequent Deferral Election filed pursuant to this Section
5.3.1, a Participant may, by filing a Subsequent Deferral Election with the
Administrator, defer payment of all or any portion of the amount otherwise
distributable from the Deferral Amount portion of his or her Deferred
Compensation Account for an additional one-year period (or such longer period as
is approved by the Administrator); provided that any such Subsequent Deferral
Election shall be effective only with the consent of the Administrator. As it is
in the Company's interest to defer payments of compensation, the Administrator
shall be deemed to consent to a Subsequent Deferral Election unless the
Administrator notifies the Participant in writing, within ten business days
after receipt of the Subsequent Deferral Election, that consent is not given.
5.3.2 OPTIONAL DISTRIBUTION ELECTION -- IN-KIND DISTRIBUTIONS. On
or before the first business day of the June before the date that a distribution
from the Deferral Amount portion of his or her Deferred Compensation Account is
to be made, a Participant may file an Optional Distribution Election with the
Administrator electing to receive an in-kind distribution of all of the assets,
or of specified assets credited to the Deferral Amount portion of his or her
Deferred Compensation Account, in lieu of cash.
5.3.3 MANNER AND PLACE OF FILING ELECTIONS. All Initial and
Subsequent Deferral Elections and Optional Distribution Elections shall be in
writing on a form prescribed by the Administrator and shall be filed with the
Administrator at the principal executive offices of the Company.
5.3.4 TERMINATION OF SERVICE. If a Participant ceases to be an
Employee or a director of or consultant to the Company for any reason other than
retirement, the Deferral Amount portion of the Participant's Deferred
Compensation Account (Deferral Amounts adjusted for net investment income or
loss) shall be determined as of the last business day of the December following
the end of the Participation Year in which service terminates and shall be
distributed to the Participant as soon as practicable thereafter; provided,
however, (a) unless the Participant so elects, no payment from the Participant's
Deferred Compensation Account that would, but for the termination of service,
have occurred before the time described above, shall be delayed pursuant to this
Section 5.3.4, and (b) if the Participant so elects at least 15 days before the
date of termination (an "Optional Distribution Election"), the Participant shall
receive all, or a specified percentage or dollar amount, of the Deferral Amount
portion of his or her Deferred Compensation Account in a lump sum or in annual
installments (commencing on the date that the distribution otherwise would be
made) over a period of 5, 10, or 15 years, as the Participant elects. (If a
percentage is elected in an Optional Distribution Election, the Administrator in
its sole judgment shall calculate the appropriate amount to be distributed on
each installment date.) Unless a different amount (or method of calculation) is
specified in the Optional Distribution Election, the amount on any distribution
date shall be the amount then in the Participant's Deferred Compensation Account
attributable to the Deferral Amount divided by the number of installments yet to
be paid (including the then-current installment). For purposes of this Plan, a
Participant who becomes Totally Disabled shall be deemed to have ceased to be an
Employee on the date he or she is determined to be so disabled, without regard
to whether he or she continues to be treated as an Employee for any other
purpose.
5.3.5 RETIREMENT. If a Participant ceases to be an Employee or a
director of or consultant to the Company due to retirement, the retirement shall
generally be treated as a termination of service subject to Section 5.3.4
hereof; provided, however, that the Participant may, at least 15 days before the
date of termination of service, in addition to the elections permitted by
Section 5.3.4, elect with respect to any distributions from the Deferral Amount
portion of the Participant's Deferred Compensation Account that would otherwise
occur more than 15 days after the latest date to make such election, to receive
all, or a specified percentage or dollar amount, of the Deferral Amount portion
of the Participant's Deferred Compensation Account in a lump sum or in annual
installments (commencing no later than as soon as practicable after December 31
of the calendar year in which he or she reaches age 70 1/2) over a period of 5,
10 or 15 years.
<PAGE> 5
5.4 DISTRIBUTIONS ATTRIBUTABLE TO SERP AMOUNTS. Subject to Section
13.2 (dealing with the Insolvency of the Company), the portion of a
Participant's Deferred Compensation Account attributable to the Participant's
SERP Amount (the SERP amount adjusted for net investment income or loss) shall
be distributed to the Participant in accordance with the Participant's written
election filed with the Administrator at the principal executive offices of the
Company at least 15 days before the Participant ceases to be an Employee. The
Participant may elect to receive all, or a specified percentage or dollar
amount, of the SERP Amount portion of the Participant's Deferred Compensation
Account in a lump sum or in annual installments (commencing no later than as
soon as practicable after December 31 of the calendar year in which he or she
reaches age 70 1/2) over a period of 5, 10 or 15 years. (If a percentage is
elected, the Administrator in its sole judgment shall calculate the appropriate
amount to be distributed on each installment date.) Unless a different amount
(or method of calculation) is specified in the election, the amount on any
distribution date shall be the amount then in the Participant's Deferred
Compensation Account attributable to the SERP Amount divided by the number of
installments yet to be paid (including the then-current installment). If a
Participant fails to make a valid election with respect to the time and method
of Plan distribution attributable to the SERP Amount portion of his or her
Deferred Compensation Account, such portion shall be distributed to the
Participant as soon as practicable after December 31 of the calendar year in
which the SERP Amount is credited to the Participant's Deferred Compensation
Account. On or before the first business day of the June before the date that a
distribution from the SERP Amount portion of his or her Deferred Compensation
Account is to be made, a Participant may file a written election with the
Administrator to receive an in-kind distribution of all of the assets, or of
specified assets credited to the SERP Amount portion of his or her Deferred
Compensation Account, in lieu of cash.
5.5 HARDSHIP. Upon the request of a Participant and based upon a
showing of severe financial hardship caused by accident, illness, or any other
similar event beyond the Participant's control, the Administrator may, in its
sole discretion, accelerate (to such time as the Administrator may elect) the
time of payment of that portion (up to all) of the amount credited to the
Participant's Deferred Compensation Account in order to alleviate such hardship.
6. DEFERRED COMPENSATION ACCOUNTS.
6.1 SEPARATE ACCOUNTS. The Administrator shall establish and maintain
a separate Deferred Compensation Account for each Participant. Each
Participant's Deferred Compensation Account shall be credited with the
Participant's Deferral Amount and any SERP Amount, and with earnings and
realized and unrealized gains with respect to such amounts, and shall be charged
with any amount distributed to or with respect to, the Participant in accordance
with this Plan, with realized and unrealized losses incurred by the Deferred
Compensation Account and with any expenses, fees, and withholding taxes properly
chargeable to the Deferred Compensation Account or imposed in respect of
compensation deferred or payable under this Plan.
6.2 INVESTMENT OF ACCOUNTS. By written investment directions to the
Administrator, each Participant shall direct the investment of his or her
Deferred Compensation Account among the investment funds available under this
Plan. In the absence of timely instructions, a Participant's Deferred
Compensation Account shall be invested in a money market fund (or, if there is
no money market fund among the investment funds available under this Plan, in
the investment fund that most closely resembles a money market fund). In
accordance with rules established by the Administrator, each Participant shall
be allowed to modify his or her investment directions (or the initial investment
made in the absence of directions from the Participant) with respect to all or
any portion of his or her Deferred Compensation Account, effective as of the
first business day of the next calendar quarter following the date of the
modification. A Participant's change of investment directions shall apply to the
existing balance in his or her Deferred Compensation Account and to the amount
of future Deferral Amounts, as the Participant may elect.
6.3 DESIGNATION OF AVAILABLE INVESTMENT OPTIONS. The Chief Financial
Officer of the Company shall select the investment options that will initially
be available for the investment of Deferred Compensation Accounts hereunder. The
Chief Financial Officer shall have the power and authority, in his or her sole
and absolute discretion, to add any new investment fund deemed to be desirable
and to eliminate investment funds previously available hereunder.
<PAGE> 6
6.4 VALUATION OF ACCOUNTS. As soon as administratively practical
after the end of each calendar quarter, and after the removal or resignation of
the Trustee, the Trustee shall value each Deferred Compensation Account then
maintained hereunder, based on fair market values as of the close of the
relevant quarter or the close of the shorter period ending with such removal or
resignation, as applicable. Each Participant's Deferred Compensation Account
shall be valued separately. Any earnings and realized and unrealized gains
attributable to a Participant's Deferred Compensation Account shall be credited
to such Account on a segregated basis, and any amounts distributed from, any
realized and unrealized losses incurred by, and any expenses and fees properly
chargeable to, a Participant's Deferred Compensation Account shall be charged
against such Account on a segregated basis.
6.5 STATEMENTS TO PARTICIPANTS. As soon as administratively practical
after each valuation described in Section 6.4, the Trustee (or the Company)
shall provide each Participant (or, if applicable, Beneficiary) with a statement
that discloses the results of such valuation with respect to the Participant's
Deferred Compensation Account.
6.6 VESTING. Subject to the provisions of Section 13.2 (dealing with
the Insolvency of the Company), a Participant shall at all times have a fully
vested (i.e., nonforfeitable) interest in his or her Deferred Compensation
Account.
7. DEATH BENEFITS.
7.1 DESIGNATION OF BENEFICIARY. Each Participant shall have the right
to designate a Beneficiary to receive the balance, if any, of the Participant's
Deferred Compensation Account at the time of the Participant's death and shall
have the right at any time to revoke such designation or to substitute another
such Beneficiary (without the consent of any Beneficiary who had been designated
before the time of such revocation or substitution). No Beneficiary designation
made pursuant to this Section 7.1 shall be effective unless it is in writing and
received by the Administrator before the death of the Participant. If a
Participant is married, the Participant's designation of any Beneficiary other
than his or her spouse must be consented to in writing by the Participant's
spouse, unless the Participant establishes to the satisfaction of the
Administrator that such consent cannot be obtained because the spouse cannot be
located. To be effective, a spouse's consent must be witnessed by the
Administrator or a notary public. If there is no valid designation of
Beneficiary on file with the Administrator at the time of a Participant's death,
or if a validly designated Beneficiary is not living at the time a payment is to
be made to such Beneficiary under this Plan, the balance of the deceased
Participant's Deferred Compensation Account shall be payable to the
Participant's spouse if then living, or if not, to the Participant's estate.
7.2 GENERAL RULE FOR PLAN DISTRIBUTIONS; ELECTIONS INCIDENT TO DEATH.
Subject to the provisions of Section 13.2 (dealing with the Insolvency of the
Company), if a Participant dies before he or she has received the entire amount
credited to his or her Deferred Compensation Account, all of the Participant's
Deferred Compensation Account shall be distributed to his or her Beneficiary in
a single lump-sum distribution of cash as soon as practicable after the
Participant dies.
7.3 INVESTMENT RIGHTS DURING DISTRIBUTION PERIOD. For so long as a
deceased Participant's Deferred Compensation Account has not been fully
distributed to his or her Beneficiary, the assets credited to the Account shall
remain in the Trust, and the Beneficiary shall have the rights provided to
Participants in Section 6.2 (with respect to directing the investment of such
Account).
8. VALUATION OF ACCOUNTS FOR DISTRIBUTION.
When a Participant or Beneficiary is to receive a distribution from a
Deferred Compensation Account, the Account shall be valued (or, in the case of
an in-kind distribution, the number of shares or other units in the Account
shall be determined) as of the quarterly valuation date coinciding with or
immediately preceding the date the distribution is to be made.
<PAGE> 7
9. CHANGE IN CONTROL.
Within 30 days following a Change in Control, a Participant or a
Beneficiary may elect to accelerate, to a date no earlier than 60 days following
the date of the election, the time of payment of all or a portion of the amount
credited to the Participant's Deferred Compensation Account on the date of such
Change in Control. This election shall be available whether or not the
Participant ceases to be an Employee or perform services in connection with such
Change in Control. The provisions of this Section 9 shall be deemed applicable
upon the occurrence of any Change in Control, notwithstanding that this Plan may
be amended or terminated thereafter.
10. TRUSTEE AND TRUST AGREEMENT; DEFERRAL AND SERP AMOUNTS CONTRIBUTED TO
TRUST; PAYMENT OF EXPENSES.
10.1 TRUSTEE AND TRUST AGREEMENT. The Company shall appoint a Trustee
to hold the amount of each Participant's Deferral Amount and SERP Amount in
trust and shall enter into a Trust Agreement with such Trustee with respect to
the management and disposition of such funds. All contributions to the Trust
shall be held and invested by the Trustee in accordance with the terms of this
Plan and the Trust Agreement.
10.2 CONTRIBUTION OF DEFERRAL AND SERP AMOUNTS TO TRUST. The amount of
each Participant's Deferral Amount and SERP Amount shall be contributed to the
Trust established hereunder as soon as reasonably practicable, and no more than
30 days, after the amount otherwise would have been paid to the Participant.
Such contributions shall be made by the Participant's employer.
10.3 PAYMENT OF EXPENSES. All expenses of operating and administering
this Plan, including the fees of, and general expenses incurred by, the Trustee,
shall be paid by the Company. Notwithstanding the preceding sentence, however,
expenses incurred in connection with the investment of any Participant's
Deferred Compensation Account, including brokerage fees or commissions, and any
fees payable to an investment manager in connection with its management of the
investment of all or any portion of a Participant's Deferred Compensation
Account, shall be charged to or paid from such Participant's Deferred
Compensation Account, as appropriate.
11. AMENDMENT, SUSPENSION OR TERMINATION.
The Board shall have the right to amend, suspend or terminate this Plan at
any time and for any reason. Notwithstanding the preceding sentence, however,
subject to the provisions of Section 13.2 (dealing with the Insolvency of the
Company), no amendment or termination of this Plan shall reduce any
Participant's or Beneficiary's rights or benefits accrued under this Plan before
the date the amendment is adopted or this Plan is terminated, as appropriate,
including the Participant's or Beneficiary's right to payment of the balance of
his or her Deferred Compensation Account as of such date. Upon the termination
of this Plan, the Trust shall continue until all Deferred Compensation Accounts
have been distributed to the appropriate Participants and Beneficiaries in
accordance with the provisions of this Plan and the Trust Agreement in effect at
the time of such termination.
12. CLAIMS AND REVIEW PROCEDURE.
12.1 CLAIMS FOR BENEFITS. The Administrator shall determine each
Participant's and Beneficiary's right to benefits under this Plan. If a
Participant or Beneficiary disagrees with the Administrator's determination, he
or she may file a written request for review of the determination, and such
request will be treated as a claim for benefits hereunder. Any such claim shall
be filed with the Administrator at the principal executive offices of the
Company.
12.2 DENIAL OF CLAIMS. In the event that any claim for benefits is
denied, in whole or in part, the Administrator shall notify the claimant in
writing of such denial and of the claimant's right to a review thereof. Such
written notice shall set forth, in a manner calculated to be understood by the
claimant, specific reasons for the
<PAGE> 8
denial, specific references to the Plan provisions on which the denial is based,
a description of any information or material necessary to perfect the claim and
an explanation of why such material is necessary, and an explanation of this
Plan's procedure for review of denied claims. Such written notice shall be given
to the claimant within 90 days after the Administrator receives the claim,
unless special circumstances require an extension of time, up to an additional
90 days, for processing the claim. If such an extension is required, a written
notice indicating the reason an extension is required and the date by which the
Administrator expects to render its decision shall be furnished to the claimant
before the end of the initial 90-day period. If written notice of the denial of
a claim for benefits, or of the fact that an extension of time is necessary for
processing a claim, is not furnished within the time specified in this Section
12.2, the claim shall be deemed to be denied, and the claimant shall be
permitted to appeal such denial in accordance with the procedure for review of
denied claims set forth in Section 12.3.
12.3 REVIEW OF DENIED CLAIMS. Any person whose claim for benefits is
denied (or deemed denied), in whole or in part, or such person's duly authorized
representative, may appeal from such denial by submitting a request for a review
of the claim to the Administrator within 60 days after receiving written notice
of the denial (or, in the case of a deemed denial, within 60 days after the
claim is deemed denied). The Administrator shall give the claimant or such
representative an opportunity to review pertinent documents that are not
privileged in preparing a request for review. A request for review shall be in
writing and shall be addressed to the Administrator at the principal executive
offices of the Company. A request for review shall set forth all of the grounds
on which it is based, all facts in support of the request and any other matters
the claimant deems pertinent. The Administrator may require the claimant to
submit such additional facts, documents, or other material as it may deem
necessary or appropriate in making its review.
12.4 DECISION ON REVIEW. The Administrator shall act on each request
for review within 60 days after receipt thereof, unless special circumstances
require an extension of time, up to an additional 60 days, for processing the
request. If such an extension is required, written notice of the extension shall
be furnished to the claimant within the initial 60-day period. The Administrator
shall give prompt, written notice of its decision to the claimant. In the event
that the Administrator affirms the denial of the claim for benefits, in whole or
in part, such notice shall set forth, in a manner calculated to be understood by
the claimant, specific reasons for the denial and specific references to the
Plan provisions upon which the decision is based. If written notice of the
Administrator's decision on a request for review, or of the fact that an
extension of time is necessary for processing a request, is not given to the
claimant within the time prescribed in this Section 12.4, the claim shall be
deemed to have been denied on review.
13. GENERAL PROVISIONS.
13.1 NO EMPLOYMENT RIGHTS. Nothing contained in this Plan shall in any
way be construed as conferring upon a Participant the right to continue as an
Employee.
13.2 EFFECT OF INSOLVENCY/PARTICIPANTS ARE GENERAL CREDITORS.
Notwithstanding any other provision of this Plan, in the event of the Insolvency
of the Company, but not in any other circumstance, the assets of the Trust shall
be subject to the claims of the general creditors of the Company. In such event,
all Participants and Beneficiaries under this Plan shall constitute unsecured
general creditors of the Company with respect to amounts otherwise payable
hereunder and shall have no special or priority claim with respect to the assets
held in the Trust.
13.3 NO ASSIGNMENT OF RIGHTS. Except as set forth in Section 13.2
(dealing with the Insolvency of the Company) and as otherwise provided by
applicable law, the interest of any person in this Plan, in the Trust, or in any
distribution to be made under this Plan may not be assigned, pledged, alienated,
anticipated, or otherwise encumbered (either at law or in equity) and shall not
be subject to attachment, bankruptcy, garnishment, levy, execution, or other
legal or equitable process. Any act in violation of this Section 13.3 shall be
void.
13.4 INCAPACITY. If the Administrator determines that any person is
unable to handle properly any amounts payable under this Plan, the Administrator
may make any arrangement for payment on such person's
<PAGE> 9
behalf that it determines will be beneficial to such person, including (without
limitation) the payment of such amounts to the guardian, conservator, spouse, or
dependent(s) of such person.
13.5 SINGULAR/PLURAL. Wherever used herein, the singular number or
tense shall include the plural.
13.6 CHOICE OF LAW. This Plan and all rights hereunder shall be
interpreted and construed in accordance with ERISA, and, to the extent state law
is not preempted by ERISA, the laws of the State of California.
14. ADOPTION. The Plan was adopted by the Board of Directors on February
17, 1995 and amendments to the Plan were approved on December 15, 1995, April
18, 1996 and April 17, 1997.
<PAGE> 1
Exhibit 5
December 17, 1998
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 December 17, 1998 for the purpose of registering
under the Securities Act of 1933, as amended, an additional $10,000,000 of
deferred compensation obligations (the "Obligations") which will represent
unsecured obligations of the Company to pay deferred compensation in the future
in accordance with the terms of the Raychem Corporation Executive Deferred
Compensation Plan (the "Plan").
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
September 29, 1998 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 Amended and Restated 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 relating to the Plan and the Registration Statement, and
(ii) certifying as to certain factual matters;
(d) The Registration Statement; and
(e) The Plan.
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 statute, rule,
regulation, ordinance, order or other promulgation of any other jurisdiction or
any regional or local
<PAGE> 2
governmental body or as to any related judicial or administrative opinion. We
express no opinion as to the applicable choice of law provisions contained in
the Plan.
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, it is our
opinion that, when issued by the Company in the manner provided in the Plan, the
Obligations will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject, as to enforcement,
(i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other
laws of general applicability relating to or affecting creditor's rights, and
(ii) to general principles of equity, whether such enforcement is considered in
a proceeding in equity or at law.
The opinion is rendered to you in connection with the issuance of the
Obligations 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,
/s/ 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 15, 1998, except as to the second
paragraph of the "Contingencies" footnote, which is as of August 10, 1998, which
appears on page 17 of the 1998 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, 1998. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 19 of such Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
San Jose, California
December 16, 1998
