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) September 27, 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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ITEM 5: Other Events
MacDermid, Incorporated ("MacDermid") previously announced on February 18,
1999 that it entered into a definitive merger agreement to acquire PTI, Inc.
("PTI").
MacDermid will hold its special shareholders' meeting for shareholder
approval of the acquisition on September 30, 1999 at 10:00 a.m. at the Leever
Building, 245 Freight Street, Waterbury, Connecticut. PTI will be holding its
special shareholders' meeting for shareholder approval of the acquisition on
September 30, 1999 at 9:00 a.m. at 900 Middlesex Turnpike, Billerica,
Massachusetts.
Pursuant to a second amendment to the merger agreement, dated September
13, 1999, MacDermid, PTI and Citicorp Venture Capital Ltd., the parties to the
merger agreement, have extended the time for MacDermid and PTI to accomplish
MacDermid's acquisition of PTI from September 30, 1999 until October 29, 1999.
If the acquisition is not completed on or before October 29, 1999, either
MacDermid or PTI may terminate the merger agreement unless the failure to
complete the merger by that date is due to the failure of the party seeking to
terminate the merger agreement to perform its obligations under that agreement.
The second amendment to the merger agreement is Exhibit 2 to this filing.
MacDermid and PTI are continuing to seek Federal Trade Commission
approval, which is necessary in order for them to complete the merger.
As previously disclosed in the Joint Proxy Statement-Prospectus, dated August
30, 1999, MacDermid and PTI expect that as a condition of such approval the
Federal Trade Commission will require MacDermid and PTI to divest all or part
of PTI's U.S. liquid flexographic photopolymer products business and to take
certain steps that will be designed to make it more likely that other companies
will compete in the sale of solid sheet flexographic photopolymer products.
There can be no assurance of when or if Federal Trade Commission approval will
be obtained.
THIS SECOND AMENDMENT (the "Amendment") is entered into as of September
13, 1999 by and among MacDermid, Incorporated, a Connecticut corporation
("Buyer"), MCD Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Buyer ("Merger Sub"), PTI, Inc., a Delaware corporation
("Seller"), and Citicorp Venture Capital, Ltd., a New York corporation ("CVC"),
to amend that certain Plan and Agreement of Merger entered into as of February
18, 1999 and amended by the First Amendment thereto dated as of July 27, 1999
(as further amended hereby, the "Merger Agreement"), by and among Buyer, Merger
Sub, Seller and CVC. Buyer, Merger Sub, Seller and CVC are collectively
referred to as the "Parties." Any capitalized term used in this Amendment and
not otherwise defined shall have the meaning ascribed to that term in the
Merger Agreement.
WHEREAS, the Parties desire to amend the Merger Agreement to, among other
things, extend the date on which the Parties may terminate the Merger
Agreement;
NOW THEREFORE, in consideration of the mutual agreements set forth herein
and other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged the Parties agree as follows:
A. The Merger Agreement is hereby amended, effective as of the date
hereof:
1. By deleting all references to the date "September 30, 1999"
from Section 9 of the Merger Agreement and substituting in the
place thereof the date "October 29, 1999."
B. Each of the Parties represents to the other that (i) it has full
corporate power and authority to execute and deliver this Amendment and to
perform its obligations hereunder, (ii) the execution and delivery of this
Amendment by such Party have been duly and validly approved its Board of
Directors and no other corporate proceedings on the part of such Party are
necessary in connection with this Amendment, except for shareholder approval of
the Merger Agreement as amended hereby by the shareholders of Buyer and the
holders of Seller voting common stock, and (iii) this Amendment has been duly
and validly executed and delivered by such Party and constitutes a valid and
binding obligation of such Party, enforceable against such Party in accordance
with its terms.
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C. Each Party (an "Acknowledging Party") agrees that no action taken
or omitted to be taken by any other Party and known to the Acknowledging Party
through and including the date of this Amendment with respect to preparation
and prosecution of either the Joint Proxy Statement-Prospectus or any
submission to the FTC or DOJ in connection with the HSRA shall constitute a
basis for any Acknowledging Party to claim that another Party has breached any
of its obligation under the Agreement, including without limitation any
obligation set forth in Section 6.1, Section 6.2 or Section 6.3 of the Merger
Agreement. Each Acknowledging Party further agrees that no statement, claim or
allegation made by any Governmental Entity (and known to the Acknowledging
Party) in connection with SEC's review of the Joint Proxy Statement-Prospectus
or the FTC's review of the Merger under the HSRA, including without limitation
any allegation regarding the conduct of any Party unrelated to the Merger or
the Merger Agreement or the conduct underlying or alleged to be underlying such
statement, claim or allegation, and no response by a Party (and known to the
Acknowledging Party) to any such statement, claim or allegation, shall
constitute a basis for any Acknowledging Party to claim that another Party has
breached any of its representations, warranties, covenants or agreements under
the Merger Agreement.
D. Except as expressly provided by this Amendment and the First
Amendment, the Merger Agreement remains in full force and effect, and except as
expressly provided by this Amendment, this Amendment shall not constitute a
modification or waiver of any other provision of the Merger Agreement or the
First Amendment.
E. This Amendment may be executed in counterparts, all of which shall
be considered one and the same instrument, each being deemed to constitute an
original, and shall be effective when one or more counterparts have been signed
by each Party and delivered to the other Parties, which delivery may be made by
facsimile transmission.
F. This Agreement shall be governed by, and interpreted in accordance
with the laws of the State of Connecticut, without regard to any applicable
conflicts of law.
G. In the event of any inconsistency between the terms of this
Amendment and the Merger Agreement or the First Amendment, this Amendment shall
govern.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed, under seal, in counterparts by their duly authorized officers, as of
the date first above written.
MACDERMID, INCORPORATED
By /S/
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Name: John L. Cordani
Title: Secretary
MCD ACQUISITION CORP.
By /S/
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Name: John L. Cordani
Title: Vice-President/Secretary
PTI, INC.
By /S/
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Name: David Beckerman
Title: President/CEO
CITICORP VENTURE CAPITAL, LTD.
By /S/
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Name: Joseph M. Silvestri
Title: Vice-President
