UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): October 21, 1996
COMMISSION FILE NUMBER 0-2413
MACDERMID, INCORPORATED
(Exact name of registrant as specified in its charter)
Connecticut 06-0435750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
245 Freight Street, Waterbury, Connecticut 06702
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 575-5700
Not Applicable
(Former name, former address and former fiscal year, if changed since
last report.)
<PAGE>
-2-
Item 5. Other Events.
On October 21, 1996, the Registrant issued a press release in which
its Second Quarter Earnings were announced. Included in the press release
was an announcement of a stock split. Attached as Exhibit 20 is a copy of
the Registrant's press release. This Exhibit is incorporated herein by
reference.
Item 7. Financial Statements, ProForma Financial Information and Exhibits.
Exhibit
20 Press release dated October 21, 1996 announcing (a) the
Registrants Second Quarter Earnings and (b) the vote by the
Board of Directors for a 3-for-1 stock split.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly cause this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
MACDERMID, INCORPORATED
Date: October 22, 1996 By: John L. Cordani
Name: John L. Cordani
Title: Corporate Secretary
EXHIBIT 20
WATERBURY, CT, OCTOBER 21, 1996
For Immediate Release
MACDERMID, INCORPORATED ANNOUNCES CONTINUED RECORD RESULTS
AND A 3 FOR 1 STOCK SPLIT
FOR THE SECOND QUARTER FOR THE SIX MONTHS
Net Sales $74,038,000 up 39% Net Sales $146,693,000 up 43%
Primary Earnings Primary Earnings
per Share $1.76 up 64% per Share $3.29 up 59%
MacDermid, Incorporated worldwide manufacturers of proprietary specialty
chemical products for the electronics, printing and metal finishing
industries, headquartered in Waterbury, Connecticut reported record sales,
net earnings and primary earnings per share for the six months and second
quarter ended September 30, 1996.
Sales for the second quarter were $74,038,000 up 39% from the similar
period last year. Record sales were achieved due to the inclusion of
the printing and imaging business (acquired in December 1995) and further
enhanced by the growth in our international operations. As a result,
second quarter net earnings of $5,047,000 increased 62% while earnings
per share, $1.76 increased 64% from $1.07 for the second quarter last year.
For the six months ended September 30, 1996 sales were $146,693,000 or
43% from $102,325,000 last year. Net earnings of $9,517,000 increased 58%
while earnings per share, $3.29 increased 59% from $2.07 last year.
A 3 for 1 stock split in the form of a stock dividend was approved by
the Board of Directors to occur November 15, 1996 to shareholders of
record as of November 1, 1996.
Daniel H. Leever, Chief Executive Officer said, "We are pleased with
our continuing earnings momentum especially during a period of softness
in the electronics industry. Our performance this quarter should prove
to be a new platform for growth. The 3 for 1 stock split is intended
to demonstrate the Company's awareness that the relatively small number
of shares outstanding is a limiting factor to some investors. Whereas
a stock split does not itself resolve this issue it can be considered a
signal that the company will consider rational changes when appropriate
to address share liquidity."
The financial statement information and references thereto does not
reflect the impact of the 3 for 1 split.
CONDENSED CONSOLIDATED SUMMARY OF EARNINGS
(Dollars in Thousands Except Per Share Amounts)
Three Months Ended Six Months Ended
September 30, September 30,
------------------ ----------------
1996 1995 1996 1995
---- ---- ---- ----
Total Net Sales $74,038 $53,359 $146,693 $102,325
Costs and Expenses 64,863 48,169 129,301 92,284
------- ------- -------- --------
Earnings before Income Taxes
and Preferred Dividend $ 9,175 $ 5,190 $ 17,392 $ 10,041
Income Taxes 3,669 2,076 6,957 4,017
Preferred Dividend (459) - (918) -
------- ------- -------- --------
Net earnings to Common
Shareholders $ 5,047 $ 3,114 $ 9,517 $ 6,024
======= ======= ======== ========
Primary Earnings per Common
Share $1.76 $1.07 $3.29 $2.07
===== ===== ===== =====
Primary, Average Common
Shares Outstanding 2,861,342 2,924,260 2,896,243 2,915,147
========= ========= ========= =========
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 1996 March 31, 1996
------------------ --------------
Assets:
Total Current Assets $118,341 $118,736
Property, Plant & Equipment (net) 41,135 41,316
Other Non Current Assets 101,222 104,704
-------- --------
Total Assets $260,698 $264,756
======== ========
Liabilities & Shareholders' Equity:
Total Current Liabilities $ 62,519 $ 59,024
Long-Term Debt & Deferred Liabilities 99,805 109,315
Preferred Stock 31,518 30,600
Shareholders' Equity * 66,856 65,817
-------- --------
Total Liabilities & Shareholders' Equity $260,698 $264,756
======== ========
All references to Net Earnings and Earnings Per Share are those
available to Common Shareholders.
All references to Earnings Per Share and shares outstanding are
prior to the 3 for 1 stock split.
These figures are in part estimated and subject to audit at year end.
* Shareholders' Equity has been reduced as a result of the repurchase of
nearly $9 million of the Company's common stock since March 31, 1996.
/s/ Harold Leever /s/ D. H. Leever
Harold Leever Daniel H. Leever
Chairman President & CEO
October 21, 1996 NASDAQ-MACD CUSIP-554373 10 2
