-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eh1V3ov7+raF4RTNMNsbkWMOWhLIxspRL5j6MH0YP+OLWAhr1STJ5SFaAbf7s+H/ hWBx6I0miyFtPH54L6msbg== 0000950103-99-000954.txt : 19991104 0000950103-99-000954.hdr.sgml : 19991104 ACCESSION NUMBER: 0000950103-99-000954 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991023 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FURON CO CENTRAL INDEX KEY: 0000037755 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] IRS NUMBER: 951947155 STATE OF INCORPORATION: CA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11425 FILM NUMBER: 99740031 BUSINESS ADDRESS: STREET 1: 29982 IVY GLENN DRIVE CITY: LAGUNA NIGUEL STATE: CA ZIP: 92677 BUSINESS PHONE: 7148315350 MAIL ADDRESS: STREET 1: 29982 IVY GLENN DRIVE CITY: LAGUNA NIGUEL STATE: CA ZIP: 92677 FORMER COMPANY: FORMER CONFORMED NAME: FLUOROCARBON CO DATE OF NAME CHANGE: 19900322 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 23, 1999 Date of Report (Date of earliest event reported) FURON COMPANY (Exact name of registrant as specified in its charter) --------------- California 0-8088 95-1947155 (State of other jurisdiction (Commission (IRS employer of incorporation) file no.) identification no.) 29982 Ivy Glenn Drive Laguna Niguel, California 92677 (Address of principal executive offices) (Zip code) (714) 831-5350 Registrant's telephone number, including area code Not applicable (Former name or address, if changed since last report) ================================================================================ Item 1. Changes in Control of Registrant. FCY Acquisition Corporation ("FCY"), a California corporation and an indirect wholly owned subsidiary of Norton Company ("Norton"), a Massachusetts corporation, which is an indirect wholly owned subsidiary of Compagnie de Saint-Gobain ("Saint-Gobain"), a French corporation, completed a tender offer for all outstanding shares of common stock, without par value (including the associated preferred share purchase rights) (collectively, the "Shares"), of the registrant, at $25.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 24, 1999 and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities and Exchange Commission (the "Commission") on September 24, 1999 by FCY , Norton and Saint-Gobain, as amended by Amendment No. 1 filed with the Commission on October 18, 1999, and as further amended by the Final Amendment filed with the Commission on October 25, 1999. The Offer expired at 12:00 midnight, New York City time, on Friday, October 22, 1999. Upon such expiration, FCY acquired beneficial ownership of approximately 96% of the outstanding Shares. FCY funded its acquisition of the Shares it now beneficially owns with funds received from Norton, who in turn obtained such funds from Saint-Gobain and Saint-Gobain affiliates. Saint-Gobain obtained such funds from internally generated funds and existing resources. Item 8. Change in Fiscal Year. Pursuant to action taken by the board of directors of the registrant on October 27, 1999, registrant has determined to change its fiscal year so as to end on December 31 of each year, commencing with the current fiscal year which shall end on December 31, 1999. The report covering the transition period will be filed with the registrant's Annual Report on Form 10-K for its fiscal year ending December 31, 1999. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FURON COMPANY By: /s/ Robert C. Ayotte ---------------------------------------- Name: Robert C. Ayotte Title: Chairman of the Board, Chief Executive Officer and President November 3, 1999 3 -----END PRIVACY-ENHANCED MESSAGE-----