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) February 18, 1999
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COMMISSION FILE NUMBER 0-2413
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MacDermid, Incorporated
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(Exact name of registrant as specified in its charter)
Connecticut 06-0435750
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Freight Street, Waterbury, Connecticut 06702
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 575-5700
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None .
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Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
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<PAGE>
ITEM 5: Other Events
On February 18, 1999, the Registrant issued a press release in which it
announced that it has signed a definitive agreement to acquire a company
subject to shareholder approval. Attached as exhibit 20 is a copy of the
registrants' press release. This exhibit is incorporated herein by reference.
Waterbury, CT., February 18, 1999
For Immediate Release
MacDermid to Acquire Polyfibron Technologies, Inc.
MacDermid, Incorporated, a specialty chemical company headquartered in
Waterbury, CT. announced today that it has executed a definitive agreement to
acquire PTI, Inc. ("Polyfibron"), the holding company for Polyfibron
Technologies, Inc., a leader in the graphic arts industry with approximately
$250 million in revenues and $60 million in EBITDA. MacDermid expects that
the transaction will close in June of this year. MacDermid will consummate
the transaction as a merger by issuing 7.7 million shares of MacDermid common
stock and assuming approximately $150 million of Polyfibron debt. The
transaction will be accounted for by a pooling of interests. The agreement is
subject to, among other things, shareholder approval.
The combination of MacDermid's existing liquid photopolymer printing
plate business with Polyfibron's solid sheet printing plate business will
position MacDermid as a leader in this important market segment. As a whole,
the acquisition of Polyfibron will position MacDermid as a global leader in
the supply of specialty chemicals and related materials to the graphic arts
industry, including the supply of offset printing blankets. MacDermid's
graphic arts segment will become the largest business segment within MacDermid
representing approximately 38% of $750 million in consolidated proforma sales.
The transaction is expected to be accretive to MacDermid's per share earnings
in the first full fiscal year, including expected one time charges, and is
expected to be increasingly accretive thereafter.
Mr. David Beckerman, Polyfibron's Chief Executive Officer, will become
President of MacDermid's graphic arts segment. Mr. Beckerman said: "We are
excited at the prospect of joining forces with MacDermid. The combination of
resources and talent available to our new team will greatly enhance our
ability to serve the expanding needs of our customers in the printing and
packaging industries around the world".
Mr. Daniel H. Leever, Chairman and Chief Executive Officer of MacDermid,
said:
"We have been searching for strategies to grow our graphic arts business
for some time. The acquisition of Polyfibron will immediately position us as
a leader in this attractive and growing market. The combination of
Polyfibron's skill in technological innovation with MacDermid's ability to
apply technology to serve market needs will position MacDermid for growth in
the graphic arts industry. We welcome the Polyfibron team to MacDermid".
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; technical
difficulties which may arise with new product introductions; and the
difficulty of forecasting sales.
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 thereunto duly authorized.
MacDermid, Incorporated
(Registrant)
Date: February 24, 1999 / s / Gregory M. Bolingbroke
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Gregory M. Bolingbroke
Corporate Controller
