As filed with the Securities and Exchange Commission
on March 6, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ARROW-MAGNOLIA INTERNATIONAL, INC.
(Exact name of issuer as specified in its
charter)
Texas 75-0408335
(State of incorporation)
(I.R.S. Employer
Identification No.)
2646 Rodney Lane
Dallas, Texas 75229
(Address, including zip code, of principal executive
offices)
Amended and Restated Non-Qualified Stock Option Plan
(Full title of the plan)
Morris Shwiff
President
2646 Rodney Lane
Dallas, Texas 75229
(214) 247-7111
(Name, address, including zip code, and
telephone
number, including area code, of agent for
service)
Copy to:
Christopher M. Hewitt
Hewitt & Hewitt, P.C.
3100 Monticello, Suite 770
Dallas, Texas 75205
Approximate date of commencement of proposed sales to public:
Sales of the securities registered hereunder will occur from time
to time after the effective date of this Registration Statement.
PAGE
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Number Maximum Maximum
Securities of Shares Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
Common Stock,
$0.10 par value 275,000 $1.00 $ 275,000 $ 94.83
Common Stock,
$0.10 par value
(2) 220,000 $5.125 $1,127,500 $388.79
(1) Estimated solely for the purpose of calculating the
registra-
tion fee. With respect to Common Stock issuable upon
exercise
of options, the registration fee has been calculated in
accordance with Rule 457(h). With respect to Common Stock
to
be reoffered to the public, the registration fee has been
calculated in accordance with Rule 457(c) on the basis of
the
average of the bid and asked prices of the Company's Common
Stock as reported on the NASDAQ OTC Bulletin Board on March
1,
1996.
(2) Shares to be sold pursuant to reoffer prospectus included
herein.
PAGE
<PAGE>
EXPLANATORY NOTE
The Prospectus filed as a part of this Registration
Statement
has been prepared in accordance with the requirements of Form S-3
pursuant to Instruction C to Form S-8 and may be used for
reoffers
or resales of the Company's Common Stock to be acquired by the
persons named therein pursuant to the Company's Amended and
Restated Non-Qualified Stock Option Plan.
PAGE
<PAGE>
PROSPECTUS
220,000 Shares
ARROW-MAGNOLIA INTERNATIONAL, INC.
Common Stock
This Prospectus relates to 220,000 shares of the Common
Stock,
par value $0.10 per share (the "Common Stock"), of Arrow-Magnolia
International, Inc. ("Arrow-Magnolia" or the "Company"), which
may
be offered from time to time by any or all of the Selling Stock-
holders named herein (the "Selling Stockholders"). It is antici-
pated that the Selling Stockholders will offer shares for sale at
prevailing prices in the over-the-counter market on the date of
sale. The Company will receive no part of the proceeds of sale
made hereunder. All expenses of registration incurred in connec-
tion with this offering are being borne by the Company, but all
selling and other expenses incurred by an individual Selling
Stockholder will be borne by such Selling Stockholder.
The Common Stock of the Company is traded on the over-the-
counter market. On March 1, 1996 the closing bid and asked prices
for shares of the Company's Common Stock, as reported on the
NASDAQ
OTC Bulletin Board for the Company's common stock were $4.50 and
$5.75 per share, respectively.
The Selling Stockholders and any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be
an
"underwriter" within the meaning of the Securities Act of 1933,
as
amended (the "Securities Act"), in which event commissions
received
by such broker may be deemed to be underwriting commissions under
the Securities Act.
The Common Stock offered hereby involves a high degree of risk.
See "Risk Factors."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized to give any information or to make
any representations, other than those contained in this
Prospectus,
in connection with the offering described herein, and, if given
or
made, such information or representations must not be relied upon
as having been authorized by the Company or any Selling Stock-
holders. This Prospectus does not constitute an offer to sell,
or
a solicitation of an offer to buy, nor shall there be any sale of
these securities by any person in any jurisdiction in which it is
unlawful for such person to make such offer, solicitation or
sale.
Neither the delivery of this Prospectus nor any sale made
hereunder
shall under any circumstances create an implication that the
information contained herein is correct as of any time subsequent
to the date hereof.
The date of this Prospectus is March 1, 1996.
PAGE
<PAGE>
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of
this
Prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or
may be incorporated by reference in this Prospectus, other than
exhibits to such documents. Requests for such copies should be
directed to Arrow-Magnolia International, Inc., 2646 Rodney Lane,
Dallas, Texas 75229. The Company's telephone number at that
location is (214) 247-7111.
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. Such
reports, proxy statements and other information can be inspected
and copied at the Public Reference Room of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's
regional offices at 219 South Dearborn Street, Chicago, IL 60604;
26 Federal Plaza, New York, NY 10007; and 5757 Wilshire
Boulevard,
Los Angeles, CA 90036, and copies of such materials can be
obtained
from the Public Reference Section of the Commission, Washington,
D.C. 20549, at prescribed rates.
The Company intends to furnish its stockholders with annual
reports containing additional financial statements and a report
thereon by independent certified public accountants.
TABLE OF CONTENTS
Page
The Company ............................... 3
Selling Stockholders ...................... 5
Indemnification of Directors and Officers.. 6
Information Incorporated by Reference ..... 7
PAGE
<PAGE>
THE COMPANY
The business of Arrow-Magnolia consists primarily of the
manufacture and distribution of approximately 400 specialty
chemical products for use in cleaning and maintaining equipment,
and as generalized maintenance and sanitation products. The
Company's manufacturing operations blend, to the Company's
specifications and according to the Company's procedures, a
variety
of chemicals to create the Company's various products. Arrow-
Magnolia packages products that it blends or manufactures and, in
addition, purchases products that have been blended or
manufactured
and then packaged under the Company's labels by third parties.
The
Company also distributes certain nonchemical products, such as
paper and other janitorial supplies, related to its chemical
products. The Company's products, including its nonchemical
products, are marketed by the Company throughout the United
States,
Canada and other countries.
Arrow-Magnolia (formerly Magnolia Enterprises, Inc. and
Magnolia Chemical Company) was incorporated in the State of Texas
in 1937. Its executive offices are located at 2646 Rodney Lane,
Dallas, Texas 75229 and its telephone number is (214) 247-7111.
RISK FACTORS
The following factors should be considered carefully, in
addition to the other information in this Prospectus, in
evaluating
an investment in the Company's Common Stock:
Dependence Upon Key Personnel. Morris Shwiff has been
President
and Chief Executive Officer of Arrow-Magnolia since 1985 and was
President of a predecessor corporation for 17 years prior to that
time. Mr. Mark Kenner has been Executive Vice President of
Arrow-
Magnolia since 1985 and held similar positions with its
predecessor
corporation for 17 years prior to that time. Messrs. Shwiff and
Kenner have been primarily responsible for directing the
corporate
strategy which has determined Arrow-Magnolia's growth. The loss
of
either of these individuals could have an adverse effect on the
Company.
Size and Competition. The business of Arrow-Magnolia is
highly com-
petitive in all of its phases and two companies are significantly
larger than other companies engaged in its industry. However,
the
industry in which the Company competes is very fragmented, and no
single firm or group of firms dominates the industry as a whole.
The total sales volume of the Company's products constitutes only
a very minor portion of the total available market.
<PAGE>
Possible Volatility of Stock Price. The price of the
Common Stock may
be subject to wide fluctuations and possible rapid increases or
declines in a short time period. These fluctuations may be due
to
factors specific to the Company such as variations in quarterly
operating results or changes in earnings estimates, or to factors
relating to its industry or to the securities markets in general.
Investors in the Company's Common Stock should be willing to
incur
the risk of such fluctuations.
Limited Marketability; Shares Eligible for Sale. Although
the Common Stock
has occasionally traded in the over-the-counter market, it is
sporadically traded at low volumes. Sales of substantial amounts
of Common Stock in the public market could significantly affect
the
market price of the Company's Common Stock.
Voting Control. Messrs. Shwiff, Kenner and Kenner, the
present
Directors and officers of Arrow-Magnolia, currently own approxi-
mately 66.5% of the Company's outstanding Common Stock assuming
all
shares to be offered hereby are sold. Therefore, these
individuals
exercise practical voting control over the affairs of the
Company.
Directors Liability Limited. Under the Company's Articles
of Incorpo-
ration, Directors of Arrow-Magnolia cannot be held liable to the
Company or its shareholders for monetary damages for an act or
omission in the Director's capacity as a Director except (i) for
any breach of the Director's duty of loyalty to the Company or
its
shareholders, (ii) for acts or omissions not in good faith or
which
involve intentional misconduct or a knowing violation of law,
(iii)
for any transaction from which the director derive an improper
personal benefit, (iv) for an act or omission for which the
liability of a Director is expressly provided for by statute, or
(v) for an act related to an unlawful stock repurchase or payment
of a dividend. This provision does not affect the liability of
any
Director under federal or applicable state securities laws.
Indemnification of Officers and Directors. The Bylaws of
the Company
provide for indemnification of officers and Directors to the full
extent permitted by the Texas Business Corporation Act. Arrow-
Magnolia may be required to pay certain judgments, fines and
expenses incurred by an officer or Director, including reasonable
attorneys' fees, as a result of actions or proceedings in which
such officers and Directors are involved by reason of being or
having been an officer or Director provided that said officers or
Directors acted in good faith.
PAGE
<PAGE>
SELLING STOCKHOLDERS
The following table shows the names and positions with the
Company during the past three years of the Selling Stockholders,
the number of shares of the Company's Common Stock beneficially
owned by each of them as of March 1, 1996 and the number of
shares
covered by this Prospectus:
<TABLE>
Beneficial
Beneficial
Position Ownership Shares
Ownership
Selling With Prior to Being After
Shareholder the Company Offering Offered Offering
(1)
<S> <C> <C> <C> <C>
Morris Shwiff President 500,501 77,000 423,501
Mark Kenner Executive 303,599 72,600 230,999
Vice
President
Fred Kenner Vice 185,900 70,400 115,500
President
(1) Assumes that all shares offered hereby are sold.
</TABLE>
As of March 1, 1996, the Company had approximately 1,157,600
shares of Common Stock outstanding.
The Company has been advised by the Selling Stockholders
that
they intend to sell all or a portion of the shares offered hereby
from time to time in the over-the-counter market and that sales
will be made at prices prevailing at the times of such sales.
The
Selling Stockholders may also make private sales directly or
through a broker or brokers. In connection with any sales, the
Selling Stockholders and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the
Securities Act.
The Company has informed the Selling Stockholders that the
anti-manipulative Rules 10b-2, 10b-6 and 10b-7 may apply to their
sales in the market and has furnished each Selling Stockholder
with
a copy of these Rules and has informed them of the possible need
for delivery of copies of this Prospectus.
In addition, the Company has informed each of the Selling
Stockholders that any Selling Stockholder who is affiliated with
the Company, and any other persons acting in concert with such
Selling Stockholder for the purpose of selling securities of the
Company, may reoffer or resale pursuant to this Prospectus up to,
but no more than, 11,576 shares of the Common Stock during any
three month period.
<PAGE>
There can be no assurance that any of the Selling
Stockholders
will sell any or all of the shares of Common Stock offered by
them
hereunder.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Company's Articles of Incorporation
provides
that the Company may indemnify each Director and officer of the
Company against reasonable costs and expenses incurred by him in
connection with any action, suit or proceeding to which he may be
made a party by reason of his being or having been such Director
or
officer, except in relation to any actions, suits or proceedings
in
which he has been adjudged liable because of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. In the absence of a
determi-
nation which expressly absolves the Director or officer of
liability to the Company or its shareholders for willful misfea-
sance, bad faith, gross negligence and reckless disregard of the
duties involved in the conduct of his office, or in the event of
a
settlement, each Director and officer may be indemnified by the
Company against payments made, including reasonable costs and
expenses, provided that such indemnity shall be conditioned upon
the prior determination by a resolution of two thirds of those
members of the Board of Directors who are not involved in the
action, suit or proceeding that the Director or officer has no
liability by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of
the members of the Board of Directors are involved in the action,
suit or proceeding, such determination shall have been made by a
written opinion of independent counsel. Article 10 further
provides that its terms are not exclusive of any other rights to
which officers and Directors may be entitled according to law.
Article 2.02-1 of the Texas Business Corporation Act
provides
broad powers of indemnification of Directors and officers. For
example, the Board of Directors, the shareholders, or independent
legal counsel in some circumstances may authorize the Company to
indemnify any officer or Director against expenses (including
attorney's fees), judgments, fines and amounts paid in
settlement,
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or
investiga-
tive, any appeal in such an action, suit or proceeding and any
inquiry or investigation that could lead to such an action, suit
or
proceeding by reason of the fact that he is or was a Director or
officer of the Company, if such Director or officer acted in good
faith and in a manner he reasonably believed to be in or not
<PAGE>
opposed to the best interests of the Company, and, with respect
to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. A Director may not be indem-
nified where such Director improperly received a personal
benefit,
whether or not the benefit resulted from an action taken in his
official capacity, and may not be indemnified where he is found
liable to the Company.
If a Director or officer defends litigation arising out of
his
office and is successful on the merits or otherwise in defense of
the action, Article 2.02-1 provides that such officer or Director
shall be indemnified against expense (including attorney's fees)
actually and reasonably incurred by him in connection therewith.
Additionally, a Director or officer's reasonable expenses may be
paid or reimbursed where a written request is submitted with an
undertaking to repay said expense if such person is ultimately
determined to not be entitled to indemnification.
Finally, the Company has power to purchase and maintain
insurance on behalf of any Director or officer against any
liability asserted against him and incurred by him in such
capacity
or arising out of his status as an officer or a Director, whether
or not the Company would have the power to indemnify him against
such liability under the before described provisions of Article
2.02-1.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to Directors,
officers, and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission
such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment
by
the Company of expenses incurred or paid by a Director, officer
or
controlling person of the Company in the successful defense of
any
action, suit, or proceeding) is asserted by such Director,
officer
or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its
counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the
Act and will be governed by the final adjudication of such issue.
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this
Prospectus
the following documents and information heretofore filed with the
Securities and Exchange Commission:
The Company's Annual Report on Form 10-KSB for the fiscal
year
ended December 31, 1995 as filed with the Securities and Exchange
Commission on February 29, 1996.
All documents filed by the Company pursuant to Sections
13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing such documents.
The description of the Common Stock contained in the
Company's
Registration Statement filed under the Securities Exchange Act of
1934 (the "Exchange Act") registering shares of the Common Stock
under Section 12 of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.
<PAGE>
<PAGE>
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item Number
3 Incorporation of Documents by Reference.
The following documents and information heretofore
filed
with the Securities and Exchange Commission are hereby
incorporated by reference in this Registration
Statement:
The Company's Annual Report on Form 10-KSB for the
fiscal
year ended December 31, 1995 as filed with the
Securities
and Exchange Commission on February 29, 1996.
All documents filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the above
described Annual Report and prior to the filing of a
post-effective amendment which indicates that all
securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed
to
be incorporated by reference in this Prospectus and to
be
part hereof from the date of filing such documents.
The description of the Common Stock contained in the
Company's Registration Statement filed under the
Securi-
ties Exchange Act of 1934 (the "Exchange Act")
register-
ing shares of the Common Stock under Section 12 of the
Exchange Act, including any amendment or reports filed
for the purpose of updating such description.
4 Description of Securities.
Not applicable.
5 Interests of Named Experts and Counsel.
Not applicable.
6 Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act
provides broad powers of indemnification of Directors
and
officers. For example, the Board of Directors, the
shareholders, or independent legal counsel in some
circumstances may authorize the Company to indemnify
any
officer or Director against expenses (including
<PAGE>
attorney's fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in
connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, any
appeal
in such an action, suit or proceeding and any inquiry
or
investigation that could lead to such an action, suit
or
proceeding by reason of the fact that he is or was a
Director or officer of the Company, if such Director or
officer acted in good faith and in a manner he
reasonably
believed to be in or not opposed to the best interests
of
the Company, and, with respect to any criminal action
or
proceeding, had no reasonable cause to believe his
conduct was unlawful. A Director may not be
indemnified
where such Director improperly received a personal
benefit, whether or not the benefit resulted from an
action taken in his official capacity, and may not be
indemnified where he is found liable to the Company.
If a Director or officer defends litigation arising out
of his office and is successful on the merits or other-
wise in defense of the action, Article 2.02-1 provides
that such officer or Director shall be indemnified
against expense (including attorney's fees) actually
and
reasonably incurred by him in connection therewith.
Additionally, a Director or officer's reasonable
expenses
may be paid or reimbursed where a written request is
submitted with an undertaking to repay said expense if
such person is ultimately determined to not be entitled
to indemnification.
The statute further specifically provides that the
indem-
nification authorized thereby shall not be deemed
exclusive of any other rights to which any such
officer,
employee or agent may be entitled under its articles of
incorporation, bylaws, agreements, general or specific
action of Directors or as permitted or required by
common
law.
Article 10 of the Company's Articles of Incorporation
provides for the indemnification of Directors,
officers,
and certain other persons within the limitations of the
Texas Business Corporation Act.
7 Exemption from Registration Claimed.
Not applicable.
PAGE
<PAGE>
8 Exhibits.
Exhibit
Number
5.1 Legal Opinion and Consent of Hewitt & Hewitt,
P.C.
8.1 Tax Opinion and Consent of Hewitt & Hewitt,
P.C.
10.19 Amended and Restated Non-Qualified Stock
Option Plan.(1)
10.22 Form of Option Agreement.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Counsel. (Reference is made to
Exhibit 5.2.)
24 Power of Attorney. (Reference is made to the
signature page.)
(1) Filed as Exhibit 10.19 to Arrow-Magnolia Interna-
tional, Inc.'s Form 10-KSB for the fiscal year
ended December 31, 1994 and incorporated herein by
reference.
9 Undertakings.
The undersigned Registrant hereby undertakes to file,
during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or
in the aggregate, represents a fundamental change
in the information set forth in the Registration
Statement;
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the Regis-
tration Statement;
Provided, however, that paragraphs (i) and (ii) do not
apply if the Registration Statement is on Form S-3 or
Form S-8 and the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities
Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securi-
ties Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed
to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to remove
from registration by means of a post-effective
amendment
any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securi-
ties Act of 1933, each filing of the Registrant's
annual
report pursuant to Section 13(a) or Section 15(d) of
the
Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange
Act
of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new
registration statement relating to the securities
offered
therein, and the offering of such securities at that
time
shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the
latest annual report to security holders that is
incorpo-
rated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3
or
Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is
specifical-
ly incorporated by reference in the prospectus to
provide
such interim financial information.
<PAGE>
Insofar as indemnification for liabilities arising
under
the Securities Act of 1933 may be permitted to
directors,
officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and
is,
therefore, unenforceable. In the event that a claim
for
indemnification against such liabilities (other than
the
payment by the Registrant of expenses incurred or paid
by
a director, officer or controlling person of the regis-
trant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities
being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Arrow-Magnolia International, Inc., a corporation
organized and existing under the laws of the State of Texas,
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly
caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on this 5th day of March, 1996.
ARROW-MAGNOLIA INTERNATIONAL, INC.
By /s/ Morris Shwiff
Morris Shwiff, President
<PAGE>
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Morris Shwiff with full power of substitution and
resubstitution our true and lawful attorney-in-fact and agent, in
any and all capacities, with full power to act alone, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file each such amendment to this
Registration Statement, with all exhibits thereto, and any and
all
other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorney-in-fact
and
agent full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could
do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Morris Shwiff Director and President }
Morris Shwiff (Chief Executive Officer) }
}
}
/s/ Mark Kenner Vice President }
Mark Kenner }
} March
/s/ Fred Kenner Vice President - } 5, 1996
Fred Kenner Secretary and Treasurer }
<PAGE> <PAGE>
ARROW-MAGNOLIA INTERNATIONAL, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered
5.1 Legal Opinion and Consent of Hewitt
& Hewitt, P.C.
8.1 Tax Opinion and Consent of Hewitt
& Hewitt, P.C.
10.19 Amended and Restated Non-Qualified Stock
Option Plan.(1)
10.22 Form of Option Agreement.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Counsel. (Reference is made
to Exhibit 5.2.)
24 Power of Attorney. (Reference is made
to the signature page.)
(1) Filed as Exhibit 10.19 to Arrow-Magnolia Interna-
tional, Inc.'s Form 10-KSB for the fiscal year
ended December 31, 1994 and incorporated herein by
reference.
March 5, 1996
Arrow-Magnolia International, Inc.
2646 Rodney Lane
Dallas, Texas 75229
Re: Arrow-Magnolia International, Inc.
Gentlemen:
Arrow-Magnolia International, Inc., a Texas corporation (the
"Company"), has filed with the Securities and Exchange Commission
its Registration Statement on Form S-8 (the "Registration
Statement") relating to 275,000 shares of its Common Stock, par
value $0.10 per share (the "Common Stock), issuable under the
Company's Amended and Restated Non-Qualified Stock Option Plan (the
"Plan").
We have acted as counsel for the Company in connection with
the establishment of the Plan and the registration under the
Securities Act of 1933, as amended, of such shares and are familiar
with the proceedings taken and proposed to be taken by them in
connection therewith. We are familiar with the corporate law of
the State of Texas under which the Company is incorporated and
exists, and we have examined such documents and corporate
proceedings, and have made such further examinations and inquiries,
as we deem necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the
275,000 shares issuable upon exercise of options granted pursuant
to the Plan by participants therein, when issued pursuant to the
terms of the options and the Plan will be validly issued and
outstanding, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Yours very truly,
HEWITT & HEWITT, P.C.
By:
Christopher M. Hewitt
President
CMH:ds
March 5, 1996
Arrow-Magnolia International, Inc.
2646 Rodney Lane
Dallas, Texas 75229
Re: Arrow-Magnolia International, Inc. (the "Company")
Registration Statement on Form S-8
Gentlemen:
You have requested our opinion concerning certain tax aspects
of the issuance and exercise of options pursuant to the plan
described below (the "Plan") and the resale of shares of the
Company's common stock, par value $0.10 per share, acquired
thereby.
In preparing the opinion which follows we have reviewed the
following documents:
1. The Company's Amended and Restated Non-Qualified Stock
Option Plan; and
2. The Company's Registration Statement on form S-8, filed
March 5, 1996.
We have also examined such other instruments, considered such
questions of law, and discussed with you such other matters as in
our judgment were necessary or appropriate to enable us to render
our opinions set forth herein.
Based upon the foregoing, it is our opinion that the
descriptions and statements set forth under the caption "Tax
Information" on pages 5 and 6 of the Prospectus relating to
purchases pursuant to the Plan, insofar as such descriptions and
statements purport to summarize the tax treatment of non-qualified
options and transactions in the securities acquired thereby, are
accurate and correct in all material respects.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Yours very truly,
HEWITT & HEWITT, P.C.
By:
Christopher M. Hewitt
President
CMH:ds
ARROW-MAGNOLIA INTERNATIONAL, INC. No.
Stock Option Agreement
THIS AGREEMENT, made and entered into as of the day of
, 199 , by and between ARROW-MAGNOLIA
INTERNATIONAL, INC., a Texas corporation (the "Company"), and
(the "Employee"),
W I T N E S S E T H:
WHEREAS, the Company has adopted a Non-Qualified Stock Option
Plan (the "Plan"), a copy of which is attached hereto as Exhibit A;
and
WHEREAS, the Company has duly authorized the granting of this
option;
NOW, THEREFORE, in consideration of the premises, the Company
hereby grants to the Employee the following option to purchase
shares of the Company's Common Stock, par value $0.10 per share
(the "Shares"):
I.
Nature of Award
The option granted hereby shall have the following features
under the Plan (check as applicable):
Options
Cashless Exercise Rights
II.
Date of Grant
The date of grant of this option is , 199 .
<PAGE>
III.
Number of Shares
The number of shares which may be purchased hereunder is
( ) (the "Option Shares"), subject to
adjustment as provided for in the Plan, and subject to the
provisions of paragraph V hereof.
IV.
Option Price
The price at which the Shares may be purchased under this
option shall be $ per share, subject to adjustment as
provided for in the Plan.
V.
Vesting; Termination
This option is subject to limitations on transfer and to
termination under the terms set forth in the Plan.
Employee may exercise this option with respect to the number
of Shares set forth in each row appearing under the column entitled
"Number of Shares" hereafter at any time after the date appearing
opposite the number of Shares in the same row under the column
entitled "Date After Which Option May be Exercised," provided that
Employee shall have continued without break in the service of the
Company from the date hereof through such date:
PAGE
<PAGE>
Date After Which
The Option
Number of Shares May Be Exercised
After Employee has been continuously employed through the date
after which the option may be exercised as to a number of shares,
Employee shall continue thereafter to be entitled to exercise the
option with respect to such Shares until such rights shall
terminate under the Plan.
VI.
Investment Representation
By execution hereof, Employee represents and warrants to the
Company that all Option Shares which may be purchased hereunder
will be acquired by Employee for investment and not with any intent
for resale or distribution. Employee acknowledges that the Option
Shares when issued upon exercise of this Option will be deemed
"restricted securities" within the meaning of the Securities Act of
1933 unless a registration statement with respect to the same shall
have become effective. All certificates issued with respect to the
Option Shares shall bear an appropriate restrictive investment
legend unless a registration statement with respect to the same
shall have become effective.
PAGE
<PAGE>
VII.
Incorporation of the Plan
All of the terms and conditions of the Plan, a copy of which
is attached hereto as Exhibit A, are incorporated herein as if
fully set forth herein, and this Agreement and the option granted
herein are subject to all of such terms and conditions which are
hereby made a part hereof. If a conflict between the terms of this
Agreement and the terms of the Plan shall arise, the terms of the
Plan shall govern.
IN WITNESS WHEREOF, this Agreement is executed as of the day
and year first above written.
ARROW-MAGNOLIA INTERNATIONAL, INC.
By:
Name:
Title:
Print Name:
Exhibit 23.1
The Board of Directors
Arrow-Magnolia International, Inc.
We consent to the use of our reports incorporated herein by
reference.
KPMG Peat Marwick LLP
Dallas, Texas
February 29, 1996
