-----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, kI9nmre10lvoOEXb6N+6p1aqeHx1qRs3Aj+L7HBqlLBAPTMde0gp6jCagRcoxb72 6nQiMOlMrP86USIHhiwZdA== 0000891618-95-000225.txt : 19950428 0000891618-95-000225.hdr.sgml : 19950428 ACCESSION NUMBER: 0000891618-95-000225 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950427 EFFECTIVENESS DATE: 19950516 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAYCHEM CORP CENTRAL INDEX KEY: 0000082206 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 941369731 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58871 FILM NUMBER: 95532013 BUSINESS ADDRESS: STREET 1: 300 CONSTITUTION DR STREET 2: MS 120/8502 CITY: MENLO PARK STATE: CA ZIP: 94025-1164 BUSINESS PHONE: 4153613333 MAIL ADDRESS: STREET 1: 300 CONSTITUTION DRIVE STREET 2: MS 120/8502 CITY: MENLO PARK STATE: CA ZIP: 94025-1164 FORMER COMPANY: FORMER CONFORMED NAME: RAYTHERM CORP DATE OF NAME CHANGE: 19720526 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 31, 1995 REGISTRATION STATEMENT 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 identification No.) incorporation or organization)
300 CONSTITUTION DRIVE, MENLO PARK, CALIFORNIA 94025 (Address of principal executive offices) 1995 EXECUTIVE DEFERRED COMPENSATION PLAN (Full title of the plan) ROBERT J. VIZAS RAYCHEM CORPORATION 300 CONSTITUTION DRIVE MENLO PARK, CALIFORNIA 94025 (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 - ---------------------------------------------------------------------------------------------------- PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED(1) REGISTERED(2) PER SHARE OFFERING PRICE(2) FEE - ---------------------------------------------------------------------------------------------------- Deferred Compensation Obligations....... $1,000,000 100% $1,000,000 $344.83 - ----------------------------------------------------------------------------------------------------
(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 1995 Executive Deferred Compensation Plan for a select group of eligible employees. (2) Estimated solely for the purpose of determining the registration fee. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART I INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees and directors as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. 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 Commission by the 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; (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 1995 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 1, 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 2 3 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 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. 3 4 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 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 4 5 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 4 1995 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 Price Waterhouse LLP, Independent Accountants 24 Power of Attorney (see page 7)
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. 5 6 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. 6 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.
SIGNATURE TITLE DATE - ------------------------------------- ------------------------------------ ------------------- /s/ ROBERT J. SALDICH President, Chief Executive Officer April 27, 1995 - ------------------------------------- and Director (Principal Executive Robert J. Saldich Officer) /s/ RAYMOND J. SIMS Senior Vice President and Chief April 27, 1995 - ------------------------------------- Financial Officer (Principal Raymond J. Sims Financial Officer) /s/ DEIDRA D. BARSOTTI Vice President and Controller April 27, 1995 - ------------------------------------- (Principal Accounting Officer) Deidra D. Barsotti /s/ PAUL M. COOK Chairman of the Board April 27, 1995 - ------------------------------------- Paul M. Cook /s/ RICHARD DULUDE Director April 27, 1995 - ------------------------------------- Richard Dulude
7 8
SIGNATURE TITLE DATE - ------------------------------------- ------------------------------------ ------------------- /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
8 9 INDEX TO EXHIBITS
ITEM NO. DESCRIPTION OF ITEM - -------- ----------------------------------------------------------------------- 4 1995 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 Price Waterhouse LLP, Independent Accountants............... 24 Power of Attorney (see page 7).........................................
9 EX-4 2 1995 EXECUTIVE DEFERRED COMPENSATION PLAN 1 EXHIBIT 4 RAYCHEM CORPORATION 1995 EXECUTIVE DEFERRED COMPENSATION PLAN 1. PURPOSE. The purpose of this Raychem Corporation 1995 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 and/or bonuses 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. 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, and/or that portion (not in excess of 50%) of a Salary Amount, that a Participant elects to defer under this Plan. 2.8 DEFERRED COMPENSATION ACCOUNT. "Deferred Compensation Account" shall mean the account established for a Participant pursuant to Section 6. 2 2.9 ELECTED DISTRIBUTION DATE. "Elected Distribution Date" shall mean the date selected by a Participant to receive distribution of the first installment, or all of the amount, distributable from his Deferred Compensation Account. 2.10 EMPLOYEE. "Employee" shall mean an employee of the Company or any subsidiary of the Company. 2.11 ERISA. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. 2.12 INITIAL DEFERRAL ELECTION. "Initial Deferral Election" shall mean an election made pursuant to Section 5.1. 2.13 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. 2.14 OPTIONAL DISTRIBUTION ELECTION. "Optional Distribution Election" shall mean an election made pursuant to Section 5.3.2 or 5.3.4. 2.15 PARTICIPANT. "Participant" shall mean (a) an Employee whose rate of compensation is among the highest three percent of all Employees and who is selected by the Company to participate in this Plan and (b) 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. 2.16 PARTICIPATION YEAR. "Participation Year" shall mean the fiscal year ending June 30. 2.17 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 director, "Salary Amount" shall mean the director's compensation as a director of or consultant to the Company during a Participation Year. 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 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. 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 2 3 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 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 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 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 PLAN DISTRIBUTIONS. Subject to Section 13.2 (dealing with the Insolvency of the Company) and to the terms of Subsequent Deferral Elections and Optional Distribution Elections filed under Section 5.3, 100% of a Participant's Deferral Amount for a given Participation Year (plus any net investment earnings 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 (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. Notwithstanding Section 5.2, distributions from Deferred Compensation Accounts shall be made in accordance with instructions provided in any Subsequent Deferral Elections and/or Optional Distribution 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 his 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 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 his Deferred Compensation Account, in lieu of cash. 3 4 5.4 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. 5.5 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an Employee or a director of the Company for any reason other than retirement, the amount of the Participant's Deferred Compensation Account shall be determined as of the last business day of the December following the end of the Participation Year in which termination of employment 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 employment, have occurred before the time described above, shall be delayed pursuant to this Section 5.5, and (b) if the Participant so elects within ten days following the date of termination (an "Optional Distribution Election"), the Participant shall receive all, or a specified percentage or dollar amount, of his or her Deferred Compensation Account in annual installments (commencing on the date that the distribution otherwise would be made) over a period of five, ten, 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 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 is determined to be so disabled, without regard to whether he continues to be treated as an Employee for any other purpose. 5.5.1 RETIREMENT. If a Participant ceases to be an Employee or a director of the Company due to retirement, the retirement shall generally be treated as a termination of employment subject to Section 5.5 hereof; provided, however, that the Participant may, within 30 days following the date of termination of employment, in addition to the elections permitted by Section 5.5, make a Subsequent Deferral Election pursuant to Section 5.3.1 with respect to any distributions from the Participant's Deferred Compensation Account that would otherwise occur more than 15 days after the date of the Subsequent Deferral Election. 5.6 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 amount of the Participant's Deferral Amounts 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 under this Plan. In addition, a Participant's Deferred Compensation Account shall be credited with the amount of any balance that the Participant elects to transfer to such Account from a Reserve Account established for such Employee under the Raychem Corporation Amended and Restated Bonus Deferral Plan. 6.2 INVESTMENT OF ACCOUNTS. By written investment directions to the Administrator, each Participant shall direct the investment of his 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 investment directions 4 5 (or the initial investment made in the absence of directions from the Participant) with respect to all or any portion of his Deferred Compensation Account, effective as of the first 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 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 funds 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 sole and absolute discretion, to add any new investment fund deemed to be desirable and to eliminate any investment fund previously available hereunder in which no portion of any Participant's Deferred Compensation Account is invested. 6.4 VALUATION OF ACCOUNTS. Within ten business days after the end of each calendar quarter, and within 20 business days 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. Within ten business days 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 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 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 has received the entire amount credited to his Deferred Compensation Account, all of the Participant's Deferred Compensation Account shall be distributed to his 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 Beneficiary, 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). 5 6 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. 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 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. TRUSTEES AND TRUST AGREEMENT; DEFERRAL AMOUNT PAID TO TRUST; PAYMENT OF EXPENSES. 10.1 TRUSTEES AND TRUST AGREEMENT. The Company shall appoint one or more trustees to hold the amount of each Participant's Deferral Amounts in trust and shall enter into a trust agreement with each such trustee(s) 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 AMOUNTS TO TRUST. The amount of each Participant's Deferral Amounts 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, TERMINATION, OR SUSPENSION. The Board shall have the right to amend 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 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 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 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. 6 7 Such written notice shall set forth, in a manner calculated to be understood by the claimant, specific reasons for the denial, specific references to this 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 Compensation Committee 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 Trust fund 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 7 8 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 MASCULINE/FEMININE; SINGULAR/PLURAL. Wherever used herein, the masculine gender shall include the feminine, and 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. This Raychem Corporation 1995 Executive Deferred Compensation Plan was adopted by the Board on February 17, 1995. 8 EX-5 3 RAYCHEM LETTER 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, $1,000,000.00 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 1995 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 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 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 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. 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 2 RAYCHEM CORPORATION April 27, 1995 Page 2 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. This 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, HELLER, EHRMAN, WHITE & MCAULIFFE EX-23.2 4 EX-23.2 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 -----END PRIVACY-ENHANCED MESSAGE-----