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) January 15, 1998
MacDermid, Incorporated
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation or organization)
Commission File Number: 0-2413
06-0435750
(I.R.S. Employer Identification Number)
245 Freight Street, Waterbury, Connecticut 06702
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 575-5700
None
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5: Other Events.
On January 15, 1998, the Registrant issued a press release in which
it's Third Quarter Earnings were announced. Included in the press release
was an announcement of a three for one 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 January 15, 1998 announcing (a) the
Registrants Third Quarter Earnings, (b) the vote by the
Board of Directors for a 3-for-1 stock split and (c) a
dividend.
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.
MacDermid, Incorporated
(Registrant)
/s/ John L. Cordani
By: John L. Cordani
Corporate Secretary
Date: January 15, 1998
EXIBIT 20
MACDERMID, INCORPORATED
WATERBURY, CT , JANUARY 15, 1998
For Immediate Release
THIRD QUARTER
EARNINGS PER SHARE UP 39%
SALES UP 13%
3:1 STOCK SPLIT
20% DIVIDEND INCREASE
FOR THE THIRD QUARTER FOR THE NINE MONTHS
Net Sales $83,808,000 up 13% Net Sales $233,531,000 up 6%
Diluted Earnings per Share $.90 up 39% Diluted Earnings per Share $2.62 up 49%
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 earnings per share for the nine months and third quarter
ended December 31, 1997.
Sales for the third quarter were $83,808,000 up 13% from the same period
last year. Record sales were the result of revenue increases in all
businesses and regions of the world. Third quarter earnings per share
of $0.90 increased 39% from $0.65 for the third quarter last year while
net earnings of $7,640,000 increased 41%.
Currency effects in Europe and Asia negatively impacted third quarter
sales by approximately $3.0 million, and earnings by $.03 per share.
As noted in the Company's second quarter earnings release, the fiscal
year of the Company's European operations was changed to coincide with
the rest of the Company. This timing difference resulted in a favorable
variance of $2.0 million in sales this quarter as compared to the same
period last year.
For the nine months ended December 31, 1997 sales were $233,531,000, 6% up
from $221,060,000 last year. Net earnings of $22,243,000 increased 49% while
earnings per share of, $2.62 increased 49% from $1.76 last year. Year to date,
currency swings have negatively impacted earnings by approximately $0.07 per
share.
A 3 for 1 stock split in the form of a stock dividend was approved by the
Board of Directors to occur February 6, 1998 to shareholders of record as of
January 26, 1998. The Board of Directors also approved a dividend of $0.02 per
share (split corrected), payable on April 1, 1998 to shareholders of record on
March 16, 1998. This is an increase of 20% over the previous dividend rate.
<PAGE>
Daniel H. Leever, Chief Executive Officer said, "We are proud to announce
another record quarter. We are particularly pleased with the results of our
Asian and Electronics businesses during a period of difficulty in their
respective markets. Both businesses showed increases in sales and earnings
reflecting MacDermid's relative strength. The split and the increased
dividend reflect the Company's belief that the financial base it has created
is strong and its future is bright."
This report and other Corporation reports and statements describe many
of the positive factors affecting the Corporation's future business
prospects. Investors should also be aware of factors which could have
a negative impact on those prospects. These include political, economic
or other conditions such as currency exchange rates, inflation rates,
recessionary or expansive trends, taxes and regulations and laws
affecting the business; competitive products, advertising, promotional
and pricing activity; the degree of acceptance of new product
introductions in the marketplace; and the difficulty of forecasting
sales at certain times in certain markets.
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED SUMMARY OF EARNINGS
(Dollars in Thousands Except Per Share Amounts)
<CAPTION>
Three Months Ended Nine Months Ended
December 31 December 31
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Net Sales $83,808 $74,367 $233,531 $221,060
Costs and Expenses 71,777 64,564 198,017 193,866
------- ------- -------- --------
Earnings before Income Taxes
& Preferred Dividend $12,031 $ 9,803 $ 35,514 $ 27,194
Income Taxes 4,391 3,921 12,962 10,877
Preferred Dividend -0- (459) (309) (1,377)
-------- ------- -------- --------
Net Earnings to
Common Shareholders $ 7,640 $ 5,423 $ 22,243 $ 14,940
======= ======= ======== ========
Diluted Earnings per
Common Share $0.90 $0.65 $2.62 $1.76
===== ===== ===== =====
Diluted Average Common
Shares Outstanding 8,471,633 8,405,353 8,500,987 8,508,840
========= ========= ========= =========
</TABLE>
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands Except Per Share Amounts)
<CAPTION>
December 31, 1997 March 31, 1997
----------------- --------------
<S> <C> <C>
Assets:
Total Current Assets $130,500 $115,712
Property, Plant & Equipment (net) 39,000 41,544
Other Non Current Assets 122,400 103,722
-------- --------
Total Assets $291,900 $260,978
======== ========
Liabilities & Shareholders' Equity:
Total Current Liabilities $ 81,500 $ 67,311
Long-Term Debt & Deferred Liabilities 116,500 81,173
Preferred Stock -0- 32,436
Shareholders' Equity 93,900 80,058
-------- --------
Total Liabilities & Shareholders' Equity $291,900 $260,978
======== ========
</TABLE>
<PAGE>
All references to Net Earnings and Earnings Per Share are those
available to Common Shareholders.
These figures are in part estimate and subject to audit at year end.
The financial statement information and references thereto does not
reflect the impact of the 3 for 1 split.
/s/ Harold Leever /s/ Daniel H. Leever
Harold Leever Daniel H. Leever
Chairman President & CEO
January 15, 1998 NASDAQ-MACD CUSIP-554373 10 2
This report and other Corporation reports and statements describe many
of the positive factors affecting the Corporation's future business
prospects. Investors should also be aware of factors which could
have a negative impact on those prospects. These include political,
economic or other conditions such as currency exchange rates,
inflation rates, recessionary or expansive trends, taxes and
regulations and laws affecting the business; competitive products,
advertising, promotional and pricing activity; the degree of
acceptance of new product introductions in the marketplace; and
the difficulty of forecasting sales at certain times in certain
markets.
