MACDERMID INC
8-A12B, 1998-02-17
MISCELLANEOUS CHEMICAL PRODUCTS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                            MACDERMID, INCORPORATED
                          --------------------------
            (Exact name of registrant as specified in its charter)

      CONNECTICUT                                               06-0435750
- -----------------------                                     -------------------
(State of incorporation                                      (I.R.S. Employer
    or organization)                                        Identification No.)


                              245 FREIGHT STREET
                         WATERBURY, CONNECTICUT 06702
                        -------------------------------
             (Address of principal executive offices and Zip Code)

       Securities to be registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange
Title of each class                                on which each class is
to be so registered                                to be registered
- -------------------                                --------------------------
Common Stock, no par value                         New York Stock Exchange

     If the Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.  [X]

     If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.  [_]

Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
                               (Title of Class)

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ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
 
          The capital stock of MacDermid, Incorporated (the "Company"or
"Registrant") to be registered on the New York Stock Exchange (the "Exchange")
is the Company's Common Stock, no par value. Holders of Common Stock are
entitled to one vote per share on each matter submitted to the shareholders for
action and are not entitled to cumulative voting in the election of directors.
The holders of Common Stock are entitled to share ratably in such dividends, if
any, as may be declared from time to time by the Board of Directors in its
discretion out of funds legally available therefor. The holders of Common Stock
are entitled to share ratably in any assets remaining after satisfaction of all
prior claims upon liquidation of the Company. The Company's Charter gives
holders of Common Stock no preemptive or other subscription or conversion
rights. The Company expects the Common Stock to begin trading on the Exchange on
February 26, 1998.


ITEM 2.   EXHIBITS

          All exhibits required by the Instructions to Item 2 will be supplied
to the Exchange.

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                         MACDERMID, INCORPORATED
 


                         Date:  February 17, 1998
                                -------------------------------


                         By:   /s/ John L. Cordani
                               --------------------------------
                                John L. Cordani
                                Corporate Secretary
 


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