-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gMH6XSyhnQkkDB4sBGoG4NkpZFBk52UUTAb5FLAg3YVQ7KYw7KtCs4R+fMsMU+MU uV2ryrhRMer9H4Fzlx3mnw== 0000902595-94-000067.txt : 19940609 0000902595-94-000067.hdr.sgml : 19940609 ACCESSION NUMBER: 0000902595-94-000067 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940608 EFFECTIVENESS DATE: 19940627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FURON CO CENTRAL INDEX KEY: 0000037755 STANDARD INDUSTRIAL CLASSIFICATION: 3050 IRS NUMBER: 951947155 STATE OF INCORPORATION: CA FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54031 FILM NUMBER: 94533369 BUSINESS ADDRESS: STREET 1: 29982 IVY GLENN DR CITY: LAGUNA NIGUEL STATE: CA ZIP: 92677 BUSINESS PHONE: 7148315350 FORMER COMPANY: FORMER CONFORMED NAME: FLUOROCARBON CO DATE OF NAME CHANGE: 19900322 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 8, 1994. Registration No. 33-____________ _________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ Furon Company (Exact name of registrant as specified in its charter) ___________________ California 95-1947155 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 29982 Ivy Glenn Drive, Laguna Niguel, California 92677 (Address of principal executive offices) Furon Company 1982 Stock Incentive Plan (Full title of the plan) Donald D. Bradley General Counsel and Secretary Furon Company 29982 Ivy Glenn Drive Laguna Niguel, California 92677 (Name and address of agent for service) ___________________ Telephone number, including area code, of agent for service: (714) 831-5350 ___________________ CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price offering registration to be registered registered per unit price fee Common Stock, 150,000(1),(2) $15.625(3) $2,343,750(3) $808.19(3) without par value shares ___________________________________________________________________________ (1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and rights to purchase the shares of Common Stock covered by the Prospectus and, pursuant to Rule 416, an additional indeterminate number of shares, options and rights which by reason of certain events specified in the Plan may become subject to the Plan. (2) Each share is accompanied by a common share purchase right pursuant to the Registrant's Rights Agreement, dated March 31, 1989, as amended, with Bank of America National Trust and Savings Association, as Rights Agent. (3) Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on June 2, 1994, as reported in the consolidated reporting system of NASDAQ and published in the Western Edition of the Wall Street Journal. __________________________________________________________________________ The Prospectus which contains the information required pursuant to Section 10(a) of the Securities Act of 1933, as amended (the "Act"), relates to (i) a registration statement on Form S-8 (File No. 2-83043) under the Act, with respect to 600,000 shares of Common Stock, (ii) a registration statement on Form S-8 (File No. 33-29270) under the Act, with respect to 375,000 additional shares of Common Stock, (iii) a registration statement on Form S-8 (File No. 33-39572) under the Act, with respect to 525,000 additional shares of Common Stock, and (iv) this registration statement on Form S-8 under the Act with respect to an additional 150,000 shares of Common Stock. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) of the Act. Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT** Item 3. Incorporation of Certain Documents by Reference The following documents of Furon Company (the "Company") filed with the Securities and Exchange Commission are incorporated herein by reference: (a) Annual Report on Form 10-K for the Company's fiscal year ended January 29, 1994; (b) Quarterly Report on Form 10-Q for the Company's quarterly period ended April 30, 1994; and (c) The description of the Company's Common Stock contained in its Registration Statement on Form S-3 dated June 19, 1990 (Registration No. 33-35464), and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into the prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. Item 4. Description of Securities Item 5. Interests of Named Experts and Counsel Item 6. Indemnification of Directors and Officers Item 7. Exemption from Registration Claimed Item 8. Exhibits - See the attached Exhibit Index. Item 9. Undertakings ** The information and contents of Registration Statements No. 2-83043, 33-29270 and 33-39572 on Form S-8, respectively, which were previously filed with the Securities and Exchange Commission by the Registrant are incorporated herein by reference. Except for required opinions, consents, signature pages and any information required in this Registration Statement that is not in the above mentioned Registration Statements, information required by Part II to be contained in this Registration Statement is omitted in accordance with General Instruction E to Form S-8. SIGNATURES Pursuant to the requirements of the Act, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laguna Niguel, State of California, on June 7, 1994. FURON COMPANY By: /s/ Monty A. Houdeshell Monty A. Houdeshell Its: Vice President, Chief Financial Officer and Treasurer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints J. Michael Hagan, Terrence A. Noonan and Monty A. Houdeshell, or each of them individually, his true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them individually, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ J. Michael Hagan Chairman of the Board June 7, 1994 J. Michael Hagan (Principal Executive Officer) /s/ Terrence A. Noonan President and Director June 7, 1994 Terrence A. Noonan /s/ Peter Churm Chairman Emeritus June 7, 1994 Peter Churm /s/ Monty A. Houdeshell Vice President, June 7, 1994 Monty A. Houdeshell Chief Financial Officer and Treasurer (Principal Financial Officer) /s/ Koichi Hosokawa Controller (Principal June 7, 1994 Koichi Hosokawa Accounting Officer) /s/ Bruce E. Ranck Director June 7, 1994 Bruce E. Ranck /s/ Cochrane Chase Director* June 7, 1994 Cochrane Chase /s/ H. David Bright Director* June 7, 1994 H. David Bright /s/ William D. Cvengros Director June 7, 1994 William D. Cvengros Director* June ____, 1994 William E. Eckhardt /s/ R. David Threshie Director June 7, 1994 R. David Threshie _________________ * Member of Compensation Committee EXHIBIT INDEX* Exhibit Number Description 4 Amendment to the Furon Company 1982 Stock Incentive Plan, as amended (adopted by the Board of Directors of Furon Company on March 22, 1994). 5. Opinion of Counsel (opinion re legality). 23.1 Consent of Independent Accountants. 23.2 Consent of Counsel (included in Exhibit 5). 24. Power of Attorney (included in this Registration Statement under "Signatures"). _______________________ * Each exhibit index and exhibit of Registration Statement Nos. 2-83043, 33-29270 and 33-39572, respectively, which were previously filed with the Securities and Exchange Commission by the Registrant, are incorporated herein by reference. EX-4 2 AMENDMENT TO PLAN DOCUMENT EXHIBIT 4 FURON COMPANY Amendment to Furon Company 1982 Stock Incentive Plan, as amended (Adopted by the Board of Directors on March 22, 1994) 1. The second sentence of Section 2.4 of the Plan is amended to delete the number "1,500,000" and replace it with the number "1,650,000", thereby increasing the aggregate amount of Common Stock that may be issued or transferred pursuant to "Awards" granted under the Plan by 150,000 shares. 2. Section 7.7(b) of the Plan is amended in its entirety to read as set forth below so as to reflect correctly the intent of the Plan by conforming it to the applicable provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "(b) If an amendment would materially (i) increase the benefits accruing to participants within the meaning of Rule 16b-3(a) under the Exchange Act or any successor thereto, (ii) increase the aggregate number of shares which may be issued under this Plan, or (iii) modify the requirements of eligibility for participation in this Plan, the amendment shall be approved by the Board or the Committee and by a majority of the shareholders." EX-5 3 OPINION June 6, 1994 Furon Company 29982 Ivy Glenn Drive Laguna Niguel, California 92677 Re: Registration on Form S-8 of Furon Company (the "Company") Gentlemen: At your request, I have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 150,000 shares (the "Shares") of Common Stock, without par value of the Company (the "Common Stock"), to be issued pursuant to the Company's 1982 Stock Incentive Plan (the "Plan"). I have examined the proceedings heretofore taken and to be taken in connection with the authorization of the Plan and the Common Stock to be issued pursuant to and in accordance with the Plan. Based upon such examination and upon such matters of fact and law as I have deemed relevant, I am of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable shares of Common Stock. I consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, /s/ Donald D. Bradley Donald D. Bradley General Counsel and Secretary EX-23.1 4 AUDITOR'S CONSENT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8 and the related prospectus), pertaining to the Furon Company 1982 Stock Incentive Plan of our report dated March 14, 1994, with respect to the consolidated financial statements and schedules of Furon Company included in the Annual Report (Form 10-K) for the year ended January 29, 1994 filed with the Securities and Exchange Commission. /s/ Ernst & Young Orange County, California June 7, 1994 -----END PRIVACY-ENHANCED MESSAGE-----