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
April 20, 1999
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Date of Report (Date of earliest event reported)
CPAC, INC.
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(Exact Name of registrant as specified in its charter)
New York 0-9600
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State or other jurisdiction Commission File Number
of incorporation
16-0961040
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IRS Employer ID Number
2364 Leicester Road, Leicester, New York 14481
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(Address of Principal Executive Offices
(716) 382-3223
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(Registrant's telephone number, including area code)
The Exhibit Index is found on page 6 of this Current Report.
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ITEM 1: CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3: BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5: OTHER EVENTS
On April 27, 1999, the Registrant announced the appointment of Mr.
David P. Biehn to its Board of Directors, increasing the Board's size to six
members.
Mr. Biehn joined Kodak in 1968 and held key positions in that
company's photofinishing, professional, planning and marketing research units.
From 1984 to 1989, Mr. Biehn served as General Manager of Marketing and Vice
President of Kodak, Japan. In 1991, he was named General Manager of the
Professional Photography Division, and was elected a Vice President of the
company. In June 1993, Mr. Biehn was appointed General Manager of Consumer
Imaging, and, in September 1995, was elected a Senior Vice President of Kodak.
He retired from Kodak in February of 1998.
A graduate of the University of Delaware, Mr. Biehn holds a BA in
history and an MBA in marketing.
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Commenting upon Mr. Biehn's election to the Registrant's Board, Mr.
Thomas N. Hendrickson, Chairman and Chief Executive Officer said: "We are
extremely pleased to have Dave join our Board of Directors. As a new outside
member of the Board, he adds breadth and expertise in the area of marketing, and
general business dynamics. His insight will be of significant value in helping
set strategic direction for our current business operations."
Celebrating its 30th year in business, CPAC, Inc. is an acquirer,
developer and licensee of brand names in the Cleaning and Personal Care, and
Imaging markets. CPAC owns The Fuller Brush Company in Great Bend, Kansas, as
well as seven imaging manufacturing facilities in the U.S., Europe, Asia and
Africa. Shares are traded over the Nasdaq National Market System under the
ticker symbol "CPAK." Additional information is available on the Company's
website (www.cpac-fuller.com).
ITEM 6: RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
A. FINANCIAL STATEMENT OF BUSINESS ACQUIRED
Not Applicable
B. PRO FORMA FINANCIAL INFORMATION
Not Applicable
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C. EXHIBITS
1. Underwriting Agreement
Not Applicable
2. Plan of acquisition, reorganization,
arrangement, liquidation or succession
Not Applicable
4. Instruments defining the rights of security
holders, including debentures
Not Applicable
16. Letter re: change in certifying accountant
Not Applicable
17. Letter re: director resignation
Not Applicable
20. Other documents or statements to security holders
Not Applicable
24. Consents of experts and counsel
Not Applicable
25. Power of Attorney
Not Applicable
27. Financial Data Schedule
Not Applicable
99. Additional Exhibits
99.1 Press Release issued April 27, 1999 announcing David P.
Biehn's election as a Director of the Registrant.
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ITEM 8: CHANGE IN FISCAL YEAR
Not Applicable
ITEM 9: SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not Applicable
SIGNATURES
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 hereunto duly authorized.
Dated: April 28, 1999 CPAC, Inc.
By:/s/ Thomas N. Hendrickson
--------------------------------
THOMAS N. HENDRICKSON
President and Chief Executive
Officer
Dated: April 28, 1999 CPAC, Inc.
By:/s/ Thomas J. Weldgen
--------------------------------
THOMAS J. WELDGEN
Vice President Finance and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT PAGE NUMBER
- ------- -----------
1. Underwriting Agreement N/A
2. Plan of acquisition, reorganization,
arrangement, liquidation or succession N/A
4. Instruments defining the rights of security
holders, including debentures N/A
16. Letter re: change in certifying accountant N/A
17. Letter re: director resignation N/A
20. Other documents or statements to security
holders N/A
24. Consents of experts and counsel N/A
25. Power of Attorney N/A
27. Financial Data Schedule N/A
99. Additional Exhibits
99.1 Press Release issued April 27, 1999
announcing David P. Biehn's election
as a Director of the Registrant. 7
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EXHIBIT 99.1
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NEWS RELEASE
For Immediate Release
CONTACT:
WENDY F. CLAY KATE T. KREGER
Vice President, Administration Director, Corporate Communications
(716) 382-2339 (716) 382-2330
FORMER KODAK EXECUTIVE, DAVID P. BIEHN,
JOINS CPAC BOARD OF DIRECTORS
COMPANY EXPANDS BOARD TO SIX MEMBERS
LEICESTER, NY. . .APRIL 27, 1999. . .CPAC, Inc. (NASDAQ/NNM: CPAK) today
announced the appointment of Mr. David P. Biehn to its Board of Directors,
increasing the size of the Board to six members.
Mr. Biehn joined Kodak in 1968 and held key positions in the company's
photofinishing, professional, planning and marketing research units. From 1984
to 1989, Mr. Biehn served as General Manager of Marketing and Vice President of
Kodak, Japan. In 1991, he was named General Manager of the Professional
Photography Division, and was elected a Vice President of the company. In June
1993, Mr. Biehn was appointed General Manager of Consumer Imaging, and, in
September 1995, was elected a Senior Vice President of Kodak. He retired from
Kodak in March of 1998.
Mr. Biehn has also served on the Town Board in the town of Geneseo for four
years and as a Town Justice in Geneseo for eight years. He is currently
serving on the SUNY Geneseo Community Advisory Council.
MORE. . .MORE. . .MORE
2364 LEICESTER ROAD, LEICESTER, NEW YORK 14481 o TELEPHONE (716) 382-3223 o FAX
(716) 382-3031
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BIEHN JOINS CPAC BOARD ADD 1_.1_.1
A graduate of the University of Delaware, Mr. Biehn holds a BA in history and an
MBA in marketing.
Thomas N. Hendrickson, Chairman and Chief Executive Officer of CPAC, Inc., said,
"Dave has worked with us for the last six months as a consultant for CPAC/Fuller
Brands, and we are extremely pleased to have him join our Board of Directors.
As a new outside member of the Board, he adds breadth and expertise in the area
of marketing, and general business dynamics. His insight will be of significant
value in helping set strategic direction for our current business operations."
CPAC, Inc. is an acquirer, licensee and developer of recognized brand names for
the cleaning and personal care, and imaging markets. The Company also
manufactures private-label and branded specialty chemicals. Shares are traded
over the Nasdaq National Market System under the ticker symbol "CPAK."
Additional information is available on the Company's website
(www.cpac-fuller.com).
Except for the historical matters contained herein, statements in this press
release are forward looking and are made pursuant to the safe harbor provisions
of the Securities Litigation Reform Act of 1995. Investors are cautioned that
forward looking statements involve risks and uncertainties which may affect
CPAC's business and prospects, including economic, competitive, governmental
technological and other factors discussed in CPAC's filings with the Securities
and Exchange Commission.
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