10-K
Annual Report on Form 10-K for 2000
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549-1004
Form 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED] For the fiscal year ended March 31, 2000.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].For the transition period from to
Commission file number 0-2413
MACDERMID, INCORPORATED
(Exact name of Registrant as specified in its Charter)
Connecticut 06-0435750
(State of incorporation) (I.R.S. Employer I.D. No.)
245 Freight Street, Waterbury, Connecticut 06702-0671
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code (203) 575-5700
Securities registered pursuant to Section 12(g) of the Act: NONE
Securities registered pursuant to Section 12(b) of the Act:
Title of Class - Common Stock Without Par Value
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
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 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 the filing
requirements for the past 90 days. Yes (X) No ( )
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of May 31, 2000 (based on the closing price on such date as
reported on the New York Stock Exchange) was $638,696,000.
The number of shares of Registrant's Common Stock outstanding as of May 31, 2000
was 31,155,921 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 2000 Annual Report to Shareholders are
incorporated by reference into Parts I and II hereof and filed as Exhibit 13 to
this Report. The Proxy Statement mailed on or about June 26, 2000 to the
Corporation's stockholders in connection with the annual meeting scheduled for
July 19, 2000 are incorporated herein by reference into Part III hereof.
PART I
Item 1(a) GENERAL DEVELOPMENT OF BUSINESS
Incorporated in Connecticut in 1922, MacDermid, Incorporated and its
subsidiaries (collectively, the "Corporation" or "MacDermid") develops, produces
and markets a broad line of specialty chemical products which are used in the
metal and plastic finishing, electronics, offshore lubricants and printing
industries. MacDermid offers a line of horizontal processing equipment used in
conjunction with certain of the Corporation's chemical products. This equipment
is used primarily in the production of printed circuit boards and in chemical
machining.
In December 1995, MacDermid acquired the assets, subject to certain liabilities
of the Electronics and Printing Division of Hercules Incorporated. The acquired
business consists principally of the manufacture and sale of proprietary
products including photo-resists, used to imprint electrical patterns on circuit
boards, and photo-polymer printing, which reproduces quality graphics on package
printing and in-store displays. The acquisition, accounted for as a purchase
transaction, was financed at closing, through bank borrowings and the issuance
of preferred stock. The preferred stock was completely redeemed by utilizing a
portion of a revolving credit facility, in May 1997.
In December 1998, MacDermid acquired 95% of the outstanding share capital of W.
Canning, plc and in February 1999, the remaining shares were acquired, by the
Corporation, through a statutory compulsory procedure. The acquired business
consists principally of the manufacture and sale of proprietary products
including metal and plastic finishing for automotive and other consumer surface
finishing industries, offshore fluids for oil drilling and exploration, as well
as, sealants, adhesives and fuel and water additives. The acquisition,
accounted for as a purchase transaction, was financed through bank borrowings.
In December 1999, MacDermid completed a merger with PTI Inc. The acquisition
was accounted for as a pooling-of-interests transaction. The Corporation issued
6,999,968 shares and share equivalents of its common stock in exchange for all
of the outstanding shares of PTI Inc. This business firmly establishes the
Corporation in the printing industry. The acquired business consists primarily
of the manufacture and sale of proprietary products including offset blankets,
textile blankets, printing plates and rubber based covers for industrial
rollers.
The Corporation's original listing application to the New York Stock Exchange
was accepted on February 26, 1998 and since this date its common shares have
traded on the N.Y.S.E., under the symbol "MRD". Prior to that, and since 1966,
the Corporation's common shares had traded on the NASDAQ stock market.
The Corporation's Board of Directors authorized a three-for-one stock split on
February 6, 1998, which distributed the shares on April 1, 1998 to common
shareholders of record at the close of business on March 16, 1998.
For a description of the Corporation's business, see Item 1(c) on the following
page.
Item 1(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
MacDermid provides development, manufacture, sale and technical service for a
large variety of specialty chemical processes and related equipment in two
reportable industry segments: Advanced Surface Finishes and Graphic Arts. These
two segments, under which the Corporation operates on a worldwide basis, are
managed separately as each segment has differences in technology and marketing
strategies.
<PAGE>
Item 1(c) of this Report provides information concerning the Corporation's
classes of products and Item 1(d) of this report includes financial information
concerning operations by business segment and by geographic region as well as on
a consolidated basis. Additional information with respect to the business is
shown in the notes to Consolidated Financial Statements portion of the
Corporation's 2000 Annual Report to Shareholders, included as Exhibit 13 to this
Form 10-K, and is incorporated by reference.
Item 1(c) NARRATIVE DESCRIPTION OF BUSINESS
(i) MacDermid produces and markets over 5,000 proprietary chemical compounds.
These proprietary chemical compounds are used for cleaning, activating and
polishing, mechanical plating, mechanical galvanizing, electro-plating,
phosphatizing metal surfaces, stripping of metal and final coating of metal
surfaces, filtering, anti-tarnishing, rust retarding and etching, imaging,
deposition of metal, offshore lubricants, sealants, adhesives, water and oil
treatments and other chemical processes. Research in connection with
proprietary products is conducted principally in the United States, with
additional research facilities in Great Britain, France and Japan.
In the Americas, the Corporation markets its entire line of products through
more than 240 sales and service personnel employed by it and, in certain areas
of the United States, through distributors and manufacturing representatives.
The Corporation maintains chemical inventories at more than 25 distribution
points throughout the United States. Typically these facilities are leased or
rented. In Canada, Mexico and Brazil the Corporation both manufactures and
markets certain of its products through wholly owned subsidiaries. In Vermont a
wholly owned subsidiary manufactures and markets equipment in conjunction with
the proprietary chemical business.
In Europe, the Corporation markets its proprietary products through wholly owned
subsidiaries. European sales are made from inventory stock through more than
360 sales and service representatives who are employed by the Corporation's
subsidiaries located in France, Germany, Great Britain, Italy, Holland, Spain,
Sweden and Switzerland. MacDermid owns and operates subsidiary manufacturing
facilities in Spain, Great Britain, Germany and France. In Germany a wholly
owned subsidiary manufactures and markets equipment in conjunction with the
proprietary chemical business.
In the Asia/Pacific region, the Corporation markets its proprietary products
through wholly owned subsidiaries in Australia, China/Hong Kong, Japan, Korea,
New Zealand, Singapore, and Taiwan, and sales are made through more than 50
sales and service representatives who are employed by local subsidiaries. In
addition, sales are made in India, Malaysia, The Philippines and Thailand
directly or through distributors. MacDermid owns and operates subsidiary
manufacturing facilities in Taiwan, Australia and New Zealand. In Taiwan a
wholly owned subsidiary manufactures and markets equipment in conjunction with
the proprietary chemical business.
In other foreign markets certain of the Corporation's proprietary chemicals are
manufactured and sold and in certain countries in South America, Europe and
Asia, the Corporation's products are sold through distributors or manufactured
and sold through licensees.
Chemicals, supplies and equipment manufactured by others and resold by MacDermid
consist of basic chemicals, automatic plating conveyors, barrel plating and
pollution control equipment, rectifiers, pumps and filters. Resale items are
marketed in conjunction with and as an aid to the sale of proprietary chemicals.
<PAGE>
MacDermid's principal products fall into the three following classes:
(A) Chemical compounds produced by the Corporation, most of which are the
result of its own research and development and, therefore, are referred to as
proprietary products;
(B) Equipment in support of the chemical business of which approximately 60%
is manufactured by the Corporation; and
(C) Resale chemicals and supplies.
<TABLE>
<CAPTION>
The following table sets forth the classes of MacDermid's products and the
respective percentage of total consolidated revenue for each of the last three
fiscal years:
CLASS OF PRODUCTS 2000 1999 1998
--------------------- ----- ----- -----
<S> <C> <C> <C>
Proprietary Chemicals 89% 88% 93%
Equipment 5% 7% 4%
Resale Chemicals and
Supplies 6% 5% 3%
</TABLE>
(ii) MacDermid uses in excess of 1,100 chemicals as raw materials in the
manufacture of its proprietary products. With few exceptions, several domestic
sources of supply are available for all such raw materials and for resale
chemicals, supplies and equipment. During fiscal 2000, there were no
significant difficulties in obtaining raw materials essential to its business.
(iii) During fiscal 2000, approximately 20% of MacDermid's proprietary sales
were derived from products covered by patents owned by the Corporation or
produced under patent license agreements. MacDermid owns more than 70
non-expired U.S. Patents, for which corresponding patents have been obtained or
are pending in most industrialized nations, and has more than 20 patent
applications pending in the U.S. The patents owned by the Corporation are
important to its business and have varying remaining lives. Although certain of
the Corporation's patents are increasingly more important to its business, the
Corporation believes that its ability to provide technical and testing services
to its customers and to meet the rapid delivery requirements of its customers is
equally, if not more, important. In addition, MacDermid has many proprietary
products which are not covered by patents and which make a large contribution to
its total sales. Further, the Corporation owns a number of domestic and foreign
trade names and trademarks for which it considers to be of value in identifying
MacDermid and its products. The Corporation neither holds nor has granted any
franchises or concessions.
(iv) No material portion of the Corporation's business is seasonal.
(v) It is necessary to maintain finished goods inventory at locations
throughout the United States and in the foreign countries in which the
Corporation operates so that it may meet the rapid delivery requirements of its
customers. This impacts working capital requirements by requiring a
considerable investment in inventories to service its customers. Customer
payment terms, which vary by country, are generally in accord with local
industry practice.
(vi) No major portion of the Corporation's business is dependent upon a
single customer or a few customers, the loss of whom would have a materially
adverse effect on its business.
(vii) Since products are taken from inventory stock to ship against current
orders, there is essentially no backlog of orders for the Corporation's
proprietary chemical products. MacDermid does not consider the absence of a
backlog to be significant.
(viii) No material portion of MacDermid's business is subject to
re-negotiation of profits or termination of contracts or subcontracts at the
election of the Government.
(ix) The Corporation provides a broad line of proprietary chemical compounds
and supporting services. MacDermid has many competitors, estimated to be in
excess of 100 in some proprietary product areas. Some large competitors operate
globally, as does MacDermid, but most operate locally or regionally. To the
best of the Corporation's knowledge no single competitor competes with all its
proprietary products. The Corporation maintains extensive supporting technical
and testing services for its customers, and is continuously developing new
products. Management believes that the Corporation's combined abilities to
manufacture, sell, service and develop new products and applications enables it
to compete successfully both locally and world-wide.
(x) MacDermid spent approximately $22,548,000, $21,500,000 and $20,618,000
during fiscal years 2000, 1999 and 1998, respectively, on research and
development activities. Substantially all research and development activities
were sponsored by the Corporation with the greater percentage related to the
development of new products.
(xi) For many years, MacDermid has developed proprietary products designed
to reduce the discharge of pollutant materials into the environment and
eliminate the use of certain targeted raw materials while enhancing the
efficiency of customer chemical processes. For this reason, efforts to comply
with Federal, State and local provisions, which have been enacted or adopted
regulating the discharge of materials into the environment, may have had a
positive effect upon the Corporation's competitive position. Capital
expenditures of an estimated $1 million has been spent for environmental control
facilities annually. Though difficult to predict, future spending for this
purpose is likely to average roughly 5% of the capital budget.
(xii) MacDermid employed 3,164 and 2,520 full time, regular employees as of
March 31, 2000 and 1999, respectively.
Item 1(d) FOREIGN AND DOMESTIC OPERATIONS
MacDermid's 2000 Annual Report to Shareholders, included as Exhibit 13 to this
Form 10-K and incorporated by reference, provides information with respect to
geographic areas including operating information and the effect upon
shareholders' equity of the translation of foreign currency financial
statements.
Item 2 PROPERTIES
Within the United States, MacDermid owns the following properties:
In Connecticut;
At Waterbury, a 51,700 square foot steel building, principally used for
executive offices, marketing and corporate support, and a 62,000 square foot
research and customer service facility, both of which are located on a 5.8 acre
tract. In addition, a 180,000 square foot wood, brick and concrete building
complex is principally used for manufacturing and warehousing but also includes
some offices and laboratories. The complex is located on a 7.2 acre tract.
Directly across a street from this property, a 31 acre tract of land is held for
possible future development.
<PAGE>
In Delaware;
At Middletown, a concrete and steel building of 85,520 square feet consisting of
factory, laboratory, warehouse and office facilities located on a 10.97 acre
tract.
At Wilmington, a concrete and steel building of 26,000 square feet used
principally as a technical and administrative services center located on a 3.8
acre tract. Also on this site is an 18,000 square foot concrete and steel
building which is used for research activities and may also be used for
manufacturing expansion should the need arise.
In Michigan;
At Ferndale, a steel frame and steel sided building of 75,000 square feet
consisting principally of factory, warehouse and office facilities, located on a
6.25 acre tract.
At New Hudson, a steel and brick single story building of 15,000 square feet
consisting of research laboratories and offices located on a 7 acre tract.
In Illinois;
At Waukeegan, a masonry building of 25,000 square feet consisting of factory,
laboratory, warehouse and office facilities located on a 1 acre tract. In,
addition, there are two adjacent tracts of land totaling 1.3 acres which are
being held for sale or lease but which could be used for manufacturing should
the need arise.
In Massachusetts;
At Adams, a brick and wood building of 130,000 square feet consisting of
factory, warehouse and office facilities located on an 8 acre tract.
In Tennessee;
At Morristown, a brick and steel building of 250,000 square feet consisting of
factory, warehouse and office facilities located on a 23.75 acre tract.
In Georgia;
At Atlanta, a brick and steel building of 65,000 square feet consisting of
research laboratories and sales offices located on a 5.75 acre tract.
In California;
At San Marcos, a concrete building of 235,000 square feet consisting of factory,
warehouse, research laboratories and office facilities located on an 11.75 acre
tract.
The Corporation also owns property in Vernon, Connecticut, which is being held
for sale or lease but which could be used for manufacturing should the need
arise.
Outside the United States, the Corporation owns additional properties as
follows:
In Spain;
At Barcelona, a steel and brick building of 31,000 square feet of factory,
warehouse, laboratory and office space.
In England;
At Telford, two brick, concrete and steel buildings, connected by a walkway,
containing a total of 43,000 square feet of manufacturing, warehouse, laboratory
and office space.
At Birmingham, two brick, concrete and steel buildings, connected by a walkway,
containing a total of 110,000 square feet of manufacturing, warehouse,
laboratory and office space and at a separate location nearby a brick, concrete
and steel building of 120,000 square feet of manufacturing and warehouse space.
At Sheffield, a steel and concrete building of 4,500 square feet of warehouse
and laboratory space.
At Wigan, a brick, concrete and steel building of 65,000 square feet of
manufacturing, warehouse and office space.
In France;
At Villemeux, a steel and concrete building of 50,000 square feet of
manufacturing, warehouse and office space.
At Eure, a steel and concrete building of 41,000 square feet of manufacturing,
warehouse, laboratory and office space.
At Cernay, a steel and concrete building of 235,000 square feet of factory,
warehouse and office space.
At Steinbach, a wood and brick building of 150,000 square feet of factory and
warehouse.
At Evreux, a steel building of 68,000 square feet of factory and warehouse.
In Germany;
At Dusseldorf, a steel and concrete building of 17,000 square feet for
manufacturing.
At Zulpich, a steel and concrete building of 12,000 square feet of manufacturing
and office space.
In the Republic of China;
At Hsin Chu, Taiwan, two buildings of reinforced concrete totaling 30,000 square
feet, located on a 1.8 acre tract, used for factory, warehouse and offices.
At Hong Kong, 30,000 square feet office, labs and warehouse space in a concrete
block building.
At Panyu, three buildings of reinforced concrete totaling 64,000 square feet,
located on a 4 acre tract, used for factory, warehouse and offices.
The Corporation also owns property at Birmingham, Wigan and Droitwich, England
which is presently leased, as well as at Rosay Par Prouais, France which is
being held for sale or lease.
In addition, MacDermid leases office, laboratory, warehouse and manufacturing
facilities as needed. During the year, such additional facilities were leased
in California, Massachusetts, Michigan, North Carolina, New Jersey, Rhode
Island, Texas, Vermont, Washington, Canada, Mexico, Holland, Italy, France,
Germany, Sweden, Korea, Australia, Japan, Singapore, China and several other
foreign countries. All owned and leased facilities are in good condition and
are of adequate size for present business volume.
Item 3 LEGAL PROCEEDINGS
Legal proceedings are contained in MacDermid's 2000 Annual Report to
Shareholders included as Exhibit 13 to this form 10K and incorporated by
reference.
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Corporation's security holders
during the fourth quarter of fiscal 2000.
<PAGE>
Item 4A EXECUTIVE OFFICERS OF MACDERMID
The names, offices and ages (as of March 31, 2000) of all the executive officers
of MacDermid, each of whom has been employed in his/her respective office(s) for
more than five years, except as noted are as follows:
Daniel H. Leever, age 51, has been Board Chairman since July 1998 and Chief
Executive Officer since 1990.
R. Nelson Griebel, age 50, has been President and Chief Operating Officer since
February 1999. Previously, and since 1977 he was with BankBoston, serving as
Executive Vice President and as Regional President of Connecticut and western
Massachusetts operations.
Stephen Largan, age 32, has been Vice President, Finance since February 1999.
Previously, and since 1993 he was with a subsidiary of Ford Motor Company,
serving as Director of Finance.
Gregory M. Bolingbroke, age 50, has been Corporate Controller since 1995.
John L. Cordani, age 37, Mr. Cordani resigned effective May 19, 2000.
Previously, he was Corporate Secretary since 1995 and General Counsel since
1993.
Mary Anne B. Tillona, age 42, has been Corporate Secretary since June 2000 and
Deputy General Counsel since April 2000. Previously, and since 1995 she was
Corporate Counsel for Dexter Corporation.
<PAGE>
PART II
Item 5 MARKET FOR MACDERMID'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
Information with respect to the market for MacDermid's Common Stock, dividends
paid and other related information is contained in its 2000 Annual Report to
Shareholders included as Exhibit 13 to this form 10-K and incorporated by
reference.
Item 6 SELECTED FINANCIAL DATA
The selected financial data (Five-Year Summary) is contained in MacDermid's 2000
Annual Report to Shareholders included as Exhibit 13 to this Form 10-K and
incorporated by reference.
Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations is contained in MacDermid's 2000 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated by reference.
Item 7(a) QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Corporation is exposed to market risk in the normal course of its business
operations due to its operations in different foreign currencies and its ongoing
investing and financing activities. The risk of loss can be assessed from the
perspective of adverse changes in fair values, cash flows and future earnings.
The Corporation has established policies and procedures governing its management
of market risks and the use of financial instruments to manage exposure to such
risks.
The Corporation is exposed to interest rate risk primarily from its credit
facility which is based upon various floating rates. At March 31, 2000, the
Corporation had entered into interest rate swaps with an aggregate notional
amount that approximates one-third of its borrowings. The resulting
weighted-average fixed interest rate is 6.2%. Based upon expected levels of
borrowing under this facility in 2001, an increase in interest rates of 100
basis points would result in an incremental $2.8 million interest expense and
would not have a material adverse affect on the Corporation's consolidated
financial position, results of operations or cash flows.
The Corporation operates manufacturing facilities in eight countries and sells
products in over 25 countries. Approximately 45% of the Corporation's sales are
denominated in currencies other than the US Dollar. Historically, the
Corporation returns slightly less than 10% on sales and foreign exchange
fluctuations have not had any significantly measurable effect on earnings.
Furthermore, those earnings are generally reinvested locally and the impact on
operating cash flows has been less than $3.5 million annually. Management
continually reviews the balance between foreign currency denominated assets and
liabilities in order to minimize the exposure to foreign exchange fluctuations.
The Corporation does not enter into any derivative financial instruments for
trading purposes, nor does it enter into any foreign currency hedging. The
Corporation has certain supply agreements for quantities but has chosen not to
enter into any price hedging with its suppliers for commodities. Additional
information about market risk is contained in MacDermid's 2000 Annual Report to
Shareholders included as Exhibit 13 to this Form 10-K and incorporated by
reference.
Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, including the notes thereto, of the
Corporation are contained in MacDermid's 2000 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated by reference.
Additional financial information is contained in the Financial Data Schedule
appearing as Exhibit 27 to this report.
Item 9 DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
Item 10 DIRECTORS AND OFFICERS
The discussion of "Election of Directors" and a portion of the discussion in the
section, "Interest of Management and Others in Certain Transactions and Family
Relationships" contained in MacDermid's Proxy Statement dated June 19, 2000 are
incorporated herein by reference thereto. Officers of the Corporation are
listed in Item 4A, above.
Item 11 EXECUTIVE COMPENSATION
The discussion of "Executive Compensation" contained in MacDermid's Proxy
Statement dated June 19, 2000 is incorporated herein by reference thereto.
Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to the security ownership of certain beneficial owners
and management contained in MacDermid's Proxy Statement dated June 19, 2000 is
incorporated herein by reference thereto.
Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND FAMILY
RELATIONSHIPS
The discussion of "Interest of Management and Others in Certain Transactions and
Family Relationships" contained in MacDermid's Proxy Statement dated June 19,
2000 is incorporated herein by reference thereto.
<PAGE>
PART IV
Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) Financial Statements
The consolidated financial statements and report thereon of KPMG LLP, dated May
12, 2000 are contained in MacDermid's 2000 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated herein by reference.
Additional financial information is contained in the Financial Data Schedule
included as Exhibit 27 to this report.
(2) Financial Statement Schedules
The following schedules are filed as part of this Annual Report on Form 10-K.
This supplementary financial data should be read in conjunction with the
consolidated financial statements and comments thereto referred to above.
Schedules not included with this supplementary financial data have been omitted
because they are not applicable, are immaterial or the required information is
included in the consolidated financial statements or related notes to
consolidated financial statements.
Schedule II - Valuation and Qualifying Accounts and Reserves is contained in
MacDermid's 2000 Annual Report to Shareholders included as Exhibit 13 to this
Form 10-K and incorporated herein by reference
Auditors' Report on Supporting Schedule
(3) Exhibits
An index to the exhibits filed or incorporated by reference immediately precedes
such exhibits.
(b) Reports on Form 8-K
The Corporation filed a report on Form 8-K, dated January 3, 2000, during the
fourth quarter of fiscal 2000. This report contains information with respect to
a press release announcing the consummation of the merger on December 29, 1999
between the Corporation and PTI Inc. upon approval from the Federal Trade
Commission and is incorporated by reference.
The Corporation filed a report on Form 8-K, dated May 15, 2000, during the first
quarter of fiscal 2001. This report contains information with respect to a
press release announcing the Corporation's fiscal year 2000 earnings and is
incorporated by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
MACDERMID, INCORPORATED
(Registrant)
Dated: June 26, 2000
By /s/ Daniel H. Leever By /s/ Gregory M. Bolingbroke
Daniel H. Leever Gregory M. Bolingbroke
Director, Chairman and Corporate Controller and
Chief Executive Officer Chief Accountant
Daniel H. Leever, pursuant to powers of attorney which are being filed with this
Annual Report on Form 10-K, has signed below on May 12, 2000 as attorney-in-fact
for the following directors of the Registrant:
Donald G. Ogilvie - Thomas W. Smith - James C.
Smith
- R. Nelson Griebel - Joseph M. Silvestri
/s/ Daniel H. Leever
Daniel H. Leever
<PAGE>
EXHIBIT INDEX
2000 FORM 10-K ANNUAL REPORT
Exhibit
No.
3.1 Restated Certificate of Incorporation, MacDermid,
Incorporated, amended as of December 1, 1997.
Exhibit 19 to September 30, 1991
Form 10-Q Quarterly Report is incorporated
by reference herein. By reference
3.2 By-Laws, amended as of February, 1997.
Exhibit 3b to 1985
Form 10-K Annual Report is incorporated
by reference herein. By reference
4.1 Credit Agreement, amended and restated,
dated as of November 11, 1999, among
MacDermid, Incorporated, the Banks
signatory thereto and Bank of America,
as Agent, letter of credit issuing bank and
swing line lender is incorporated by reference herein. By reference
10.1 MacDermid, Incorporated Special Stock
Purchase Plan, amended as of November 1, 1992.
Exhibit 10 to 1993 Form 10-K Annual
Report is incorporated by reference herein. By reference
10.2 MacDermid, Incorporated 1995 Equity
Incentive Plan Exhibit 10.2 to 1996
Form 10-K Annual Report is Incorporated
by reference herein. By reference
10.3 MacDermid, Incorporated 1998 Equity
Incentive Plan Exhibit 10.3 to 1999
Form 10-K Annual Report is Incorporated
by reference herein. By reference
11 Computation of per share earnings.
Note 7 to MacDermid's 2000 Annual
Report to Stockholders Attached
13 Portions of MacDermid's 2000
Annual Report to Stockholders
as required by Item 8 Attached
21 Subsidiaries of MacDermid, Incorporated Attached
23 Independent Auditors' Consent Attached
24 Power of Attorney Attached
27 Financial Data Schedule Attached
