As filed with the Securities and Exchange Commission on October
31, 1997
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 Registrant as Specified in Its Charter)
Texas 75-0408335
(State of Incorporation) (I.R.S. Employer
Identification No.)
2646 Rodney Lane
Dallas, Texas 75229
(Address of Principal Executive Offices)
Consulting Agreement
(Full Title of the Plan)
Morris Shwiff
2646 Rodney Lane
Dallas, Texas 75229
972-247-7111
(Name, Address, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
William M. King
King & Associates, P.C.
7200 N. Mopac, Suite 430
Austin, Texas 78731
512-794-9060
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price per Offering
Share Price
<S> <C> <C> <C> <C>
Common Stock, 44,000 2.25(1) 99,000 29.21
$0.10 Per
Share Par Value 20,000 4.125(1) 82,500(1) 24.34
$181,500 53.55
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h)(1).
</TABLE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item No. 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, 1996 which contains audited
financial statements of the Registrant for the Registrant's last
completed fiscal year as filed with the Securities and Exchange
Commission on March 27, 1997.
All other reports filed by the Company pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since December 31, 1996 and all documents
subsequently filed by the Registrant pursuant to Sections 13(a)
and 15(d) of the Exchange Act 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.
Item No. 4 Description of Securities.
Not applicable.
Item No. 5 Interests of Named Experts and Counsel
Not applicable.
Item No. 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
judgments, penalties (including excise and similar taxes), fines,
and amounts paid in settlement and reasonable expenses, actually
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 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 a person is ultimately determined to not be entitled to
indemnification.
The statute further specifically provides that the
indemnification 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.
Item No. 7 Exemption from Registration Claimed.
The warrants were acquired by the holder in reliance upon
the exemption from registration contained in Section 4(2) of the
Securities Act of 1933 on the basis that the transactions in
which the warrants were acquired did not constitute a public
offering.
Item No. 8 Exhibits
Exhibit No.
4.1 Consulting Agreement dated April 23, 1996
4.2 Warrant dated May 1, 1996
4.3 Consulting Agreement dated May 1, 1997
4.4 Warrant dated May 1, 1997
5.1 Legal Opinion and Consent of Hewitt & Hewitt, P.C.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Counsel (Reference is made to Exhibit
5.1)
24. Power of Attorney. (Reference is made to the
signature page)
Item No. 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.
(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 Registration 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 Securities 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 Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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.
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
Registrant 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>
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 this 31st day of October, 1997.
ARROW-MAGNOLIA INTERNATIONAL, INC.
By /s/ Morris Shwiff
Morris Shwiff, President
<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.
/s/ Morris Shwiff Director and President
Morris Shwiff (Principal Executive Officer)
/s/ Mark Kenner Director and Executive
Mark Kenner Vice President
/s/ Fred Kenner Director, Vice President,
Fred Kenner Secretary and Treasurer
(Principal Financial and
Accounting Officer)
______________________ Director
Clifton R. Duke
______________________ Director
Robert D. DeRosier
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page
4.1 Consulting Agreement dated April 23,
1996................................... 10
4.2 Warrant dated May 1, 1996.............. 11
4.3 Consulting Agreement dated May 1,
1997................................... 22
4.4 Warrant dated May 1, 1997.............. 23
5.1 Legal Opinion and Consent of Hewitt
& Hewitt, P.C.......................... 34
23.1 Consent of KPMG Peat Marwick, LLP...... 35
23.2 Consent of Counsel (Included as part
of Exhibit 5.1)........................ 34
24. Power of Attorney (Included as part of
signature page)........................ 8
<PAGE>
EXHIBIT 4.1
HOWELL COMMUNICATIONS, NC.
6510 Abrams Road, Suite 570
Dallas, Texas 75231
214/340-9994 FAX 214/340-2530
MAILING ADDRESS
P.O. Box 550517
Dallas, Texas 75355
April 23, 1996
Mr. Morris Shwiff
Chairman and President
Arrow-Magnolia International, Inc.
2646 Rodney Lane
Dallas, TX 75229
Dear Mr. Shwiff:
This letter is to summarize the services which Howell
Communications, Inc. (HCI) will provide in its capacity of
investor relations counsel to Arrow-Magnolia International, Inc.
(ARWM) for the period from May 1, 1996 through April 30, 1997.
These services will include, but will not be limited to:
Serving as liaison for the Company with the investment
community;
Preparing and distributing corporate news releases, reports
and other materials;
Building and maintaining a mailing/fax list for ARWM;
Introducing Management to retail brokers, market-makers,
securities analysts, investment bankers, portfolio managers
and other investors through one-on-one and group meetings;
Gaining publicity for the Company in the appropriate
financial, trade and general media;
Providing investor relations counsel to the Company.
We look forward to performing these services for ARWM and
continuing our mutually beneficial relationship.
Yours truly,
Larry E. Howell
President
EXHIBIT 4.2
This Warrant has not been registered under the Securities Act of
1933 (the "Act") or any state securities laws and is non-
assignable. The Warrant Shares may not be offered for sale, sold
or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an exemption
from such registration. The transfer of the Warrant Shares is
also subject to the conditions specified in Sections 4 and 9
hereof. No transfer of Warrant Shares shall be valid or
effective until the conditions of this agreement have been
fulfilled.
Void After 5:00 P.M., Dallas, Texas Time on April 30, 1998.
Warrant to Purchase Up to
20,000 Shares Of Common Stock
May 1, 1996
WARRANT TO PURCHASE COMMON STOCK
ARROW-MAGNOLIA INTERNATIONAL, INC.
This Is to Certify That, FOR VALUE RECEIVED, Howell
Communications, Inc. (the "Holder") is entitled to purchase,
subject to the provisions of this Warrant, from Arrow-Magnolia
International, Inc., a Texas corporation (the "Company"), at any
time or from time to time, and not later than 5:00 p.m., Dallas,
Texas time on April 30, 1998 up to 20,000 shares of the common
stock, par value $0.10 per share, of the Company ("Common Stock")
at a purchase price of $4.50 per share. The number of shares of
Common Stock or other property to be received upon the exercise
of this Warrant and the price to be paid for a share of Common
Stock may be adjusted from time to time as hereafter set forth.
The shares of Common Stock deliverable upon such exercise, and as
adjusted from time to time, are hereinafter sometimes referred to
as "Warrant Shares" and the exercise price of a share of Common
Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."
1. Exercise of Warrant. This Warrant may be exercised in
increments of 10,000 shares of Common Stock at any time or from
time to time, but not later than 5:00 p.m., Dallas, Texas time on
April 30, 1998 or if such date is a day on which banking
institutions are authorized by law to close, then on the next
succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company or at the office of its stock
transfer agent, if any, with the Purchase Form annexed hereto
duly executed and accompanied by payment of the Exercise Price
for the number of shares specified in such form, together with
all federal and state excise taxes applicable upon exercise.
Payment of the Exercise Price shall be made by wire transfer to
an account in a bank located in the United States designated for
such purpose by the Company or by certified or official bank
check payable to the order of the Company.
If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant at the
office or agency of the Company, in proper form for exercise, the
Holder shall be deemed to be the holder of record of the shares
of Common Stock issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or
that certificates representing such shares of Common Stock shall
not then be actually delivered to the Holder.
2. Reservation of Shares. The Company hereby agrees that
at all times there shall be reserved for issuance and/or delivery
upon exercise of this Warrant such number of shares of the Common
Stock as shall be required for issuance or delivery upon exercise
of this Warrant.
3. Fractional Shares. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise
of this Warrant.
4. Exchange or Loss of Warrant. This Warrant is
exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office
of its stock transfer agent, if any, for other Warrants of
different denominations entitling the Holder thereof to purchase
in the aggregate the same number of shares of Common Stock
purchasable hereunder, subject to Section 9 hereof. This Warrant
may be divided or combined with other Warrants which carry the
same rights upon presentation hereof at the office of the
Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed
by the Holder hereof. The term "Warrant" as used herein includes
any Warrants issued in substitution for or replacement of this
Warrant or into which this Warrant may be divided or exchanged.
Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in
the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation
of this Warrant, if mutilated, the Company will execute and
deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered by the Company, whether or not
this Warrant is so lost, stolen, destroyed, or mutilated, shall
be at any time enforceable by the Holder.
<PAGE>
5. Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a holder of Common Stock of
the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth
herein.
6. Stock Splits and Combinations. If the Company shall at
any time subdivide the outstanding shares of Common Stock, the
Exercise Price shall be proportionately decreased, and the number
of shares of Common Stock purchasable hereunder proportionately
increased, on the day following the date that such subdivision
shall become effective, as applicable. If the Company shall at
any time combine the outstanding shares of Common Stock, the
Exercise Price shall be proportionately increased, and the number
of shares of Common Stock purchasable hereunder decreased, on the
date that such combination shall become effective.
6A. Stock Dividends. If the Company shall at any time
issue Common Stock by way of dividend on any stock of the
Company, the number of shares of Common Stock purchasable
hereunder shall be proportionately increased on the day following
the date fixed for determining shareholders entitled to receive
such dividend.
7. Reclassification, Reorganization or Merger. In case of
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company (other than a
change in par value, or from par value to no par value, or from
no par value to par value, or as a result of an issuance of
Common Stock by way of dividend or other distribution or of a
subdivision or combination), or in case of any consolidation or
merger of the Company with or into another corporation (other
than a merger of the Company with or into another corporation in
which merger the Company is the continuing corporation and which
does not result in any reclassification, capital reorganization
or other change of outstanding shares of Common Stock of the
class issuable upon exercise of this Warrant other than a change
in par value, or from par value to no par value, or from no par
value to par value, or as a result of an issuance of Common Stock
by way of dividend or other distribution or of a subdivision or
combination) or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or
substantially as an entirety, the Company shall cause effective
provision to be made so that the Holder shall have the right
thereafter, by exercising this Warrant, to purchase the kind and
amount of shares of stock and other securities and property
receivable upon such reclassification, capital reorganization or
other change, consolidation, merger, sale or conveyance as are
received by the holder of an equivalent number of shares. Any
such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the
adjustment provided for in this Warrant. The foregoing
provisions of this Section 7 shall similarly apply to successive
reclassification, capital reorganizations and changes of shares
of Common Stock and to successive consolidations, mergers, sales
or conveyances.
8. Notices to Warrant Holders. So long as this Warrant
shall be outstanding and unexercised, (i) if the Company shall
pay any dividend or make any distribution upon the Common Stock
or (ii) if the Company shall offer to the holders of Common Stock
for subscription or purchase by them any shares of stock of any
class or any other rights or (iii) if any capital reorganization
of the Company, reclassification of the capital stock of the
Company, consolidation or merger of the Company with or into
another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to
another corporation, or voluntary or involuntary dissolution,
liquidation or winding up of the Company shall be effected, then,
in any such case, the Company shall cause to be delivered to the
Holder, at least ten days prior to the date specified in (x) or
(y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which
(x) a record is to be taken for the purpose of such dividend,
distribution or rights offering, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the
date, if any is to be fixed, as of which the holders of Common
Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon
such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
9. Restrictions on Transfer. Neither this Warrant nor any
rights under this Warrant shall be assignable by the Holder, and
any attempted assignment shall be void and of no force or effect.
Any Holder of Warrant Shares (hereinafter "Restricted Securi-
ties") shall, prior to any transfer or disposition or attempted
transfer or disposition of any such Restricted Securities, give
written notice to the Company of such Holder's intention to
effect such transfer or disposition. Each such notice shall
describe the manner and circumstances of the proposed transfer or
disposition in reasonable detail and shall contain an undertaking
by the persons giving such notice to furnish such further
information as may be required to enable counsel to render the
opinions referred to below and to furnish an appropriate opinion
of Holder's counsel. Promptly upon receiving any such notice,
the Company shall submit copies thereof to its counsel and the
following provisions shall apply:
(a) If, in the opinion of both counsel for the Holder
and for the Company, the proposed transfer or disposition of
the Restricted Securities may be effected without
registration thereof under the Act and without taking any
similar action under any other applicable securities laws,
the Company shall so notify the Holder thereof and such
Holder shall thereupon be entitled to transfer or dispose of
the Restricted Securities in accordance with the terms of
the notice delivered by such Holder of the Company;
provided, however, that such transfer shall be permitted
only if, prior thereto, the proposed transferee enters into
an agreement with the Company restricting the transfer of
such Restricted Securities in accordance with, and agreeing
to assume the obligations under and receive the benefits of,
the terms of this Warrant as "Holder," unless, in the
opinion of both counsel for the Holder and for the Company,
such agreement is not necessary. Each certificate
evidencing the Restricted Securities so transferred or
disposed of (and each certificate evidencing any
untransferred or non-disposed of Restricted Securities)
shall bear the appropriate restrictive legend set forth in
Section 11 hereof unless in the opinion of both such counsel
such legend is not required.
(b) If, in the opinion of either counsel for the
Holder or counsel for the Company, the proposed transfer of
the Restricted Securities may not be effected without
registration under the Act of the Restricted Securities, and
without taking any similar action under any other applicable
securities laws, the Company shall so notify the Holder of
such securities. The Holder of such securities agrees that,
if the proposed transfer or disposition of any such
securities by him cannot, in the opinion of both such
counsel, be effected without registration under the Act and
without taking any similar action under any other applicable
securities laws, he will not so transfer or dispose of any
Restricted Securities unless such registration and other
action shall have been effected.
10. Piggyback Registration Rights.
(a) If the Company proposes to register at any time
prior to 12:00 midnight on June 30, 2000 any equity security
(as defined in Section 3(a)(11) of the Securities Exchange
Act of 1934) under the Securities Act of 1933, as amended
(the "Act") on any registration form (otherwise than for the
registration of securities to be offered and sold pursuant
to (i) an employee benefit plan, (ii) dividend or interest
reinvestment plan, (iii) other similar plans or
(iv) reclassification of securities, mergers, consolidations
and acquisitions of assets on Form S-4 or any successor
thereto) prescribed by the Securities and Exchange
Commission (the "Commission") permitting a secondary
offering or distribution, not less than thirty (30) days
prior to each such registration, the Company shall give the
Holder written notice of such proposal which shall describe
in detail the proposed registration and distribution
(including those jurisdictions where registration or
qualification under the securities or blue sky laws is
intended) and, on one occasion upon the written request of
the Holder within twenty (20) days after receipt of any such
notice, shall proceed to include in one such registration
such Warrant Shares as have been requested by any Holder to
be included in such registration. The Holder shall in its
request describe briefly the proposed disposition of such
Warrant Shares. The Company will in each instance use
reasonable efforts to cause any Warrant Shares (with respect
to which registration has been so requested) to be
registered under the Act and qualified under the securities
or blue sky laws of any jurisdiction requested by a
prospective seller, all to the extent necessary to permit
the sale or other disposition thereof (in the manner stated
in such request) by a prospective seller of the Warrant
Shares so registered.
(b) In connection with any registration under the Act
pursuant to this Section 10, the Company will furnish the
Holder with a copy of such registration statement and all
amendments thereto.
(c) Nothing in this Section 10 shall be deemed to
require the Company to proceed with any registration of its
securities after giving the notice herein provided.
(d) Notwithstanding any contrary provision of this
Warrant, the Company shall not be required to maintain the
effectiveness of any registration statement for a period in
excess of 270 days or after the Holder has sold or otherwise
disposed of his Warrant Shares registered under such
registration statement, whichever is earlier.
10A. Expenses, etc. The Holder will pay fees of counsel for
the Holder and underwriting commissions and discounts with
respect to the sale of the Warrant Shares and all incremental
expenses resulting from the Holder's participation in any
registration.
10B. Indemnification.
(a) The Holder hereby indemnifies and agrees to hold
harmless the Company and each officer, director and control-
ling person of the Company or underwriter within the meaning
of Section 15 of the Act against all losses, claims,
damages, liabilities and expenses (including reasonable
costs of investigation) caused by any untrue, or alleged
untrue, statement of a material fact contained in any
registration statement, preliminary prospectus, prospectus
or notification or offering circular (as amended or
supplemented if the Company shall have furnished any
amendments or supplements thereto) or caused by any
omission, or alleged omission, to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent
that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and
in conformity with information furnished in writing to the
Company by the Holder expressly for use therein.
(b) Promptly upon receipt by a party indemnified under
this Section 10B, such indemnified party shall notify the
indemnifying party in writing of the commencement of such
action, but the failure to so notify the indemnifying party
shall not relieve such indemnifying party of any liability
which it may have to an indemnified party, unless such
failure shall materially and adversely affect the defense of
such action. In case notice of commencement of any such
action shall be given to the indemnifying party as above
provided, the indemnifying party shall be entitled to
participate in and, to the extent it may wish, jointly with
any other indemnifying party similarly notified, to assume
the defense of such action at its own expense, with counsel
chosen by it and satisfactory to such indemnified party.
The indemnified party shall have the right to employ
separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel
(other than reasonable costs of investigation) shall be paid
by the indemnified party unless (i) the indemnifying party
agrees to pay the same, (ii) the indemnifying party fails to
assume the defense of such action with counsel reasonably
satisfaction to the indemnified party or (iii) the named
parties to any such action (including any impleaded parties)
have been advised by such counsel that representation of
such indemnified party and the indemnifying party by the
same counsel would be inappropriate under applicable
standards of professional conduct (in which case the
indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party);
provided that in connection with each action resulting in a
claim for indemnification under this Section 10B, the
indemnifying party shall not be required to pay the fees and
expenses of more than one counsel (plus local counsel, if
appropriate) to the indemnified parties. No indemnifying
party shall be liable for any settlement entered into
without its consent.
(c) If the indemnification provided for in this
Section 10B shall for any reason be unenforceable by an
indemnified party, although otherwise available in
accordance with its terms, then each indemnifying party
shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified
party as a result of the losses, claims, damages,
liabilities or expenses with respect to which such
indemnified party has claimed indemnification, in such
proportion as is appropriate to reflect the relative fault
of, and the relative benefits received by, the indemnified
party on the one hand and the indemnifying party on the
other in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable consider-
ations. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who is not guilty
of such fraudulent misrepresentation.
10C. Supplying Information. The Holder shall cooperate with
the Company in supplying such information as may be necessary for
the Company to complete and file any information reporting forms
presently or hereafter required by the Commission or other
authority administering the blue sky or securities laws of any
jurisdiction where Warrant Shares are proposed to be sold
pursuant to this Warrant.
11. Investment Representation. The Holder by his
acceptance hereof represents and warrants to the Company that he
is acquiring this Warrant and the Warrant Shares to be purchased
by him hereunder for his own account and not with a view to the
distribution thereof within the meaning of the Act. Each such
Holder represents that he understands that he must bear the
economic risk of his investment in the Company for an indefinite
period of time because this Warrant and the Warrant Shares have
not been registered under the Act and therefore cannot be offered
for sale or sold unless they are registered under the Act or an
exemption from such registration is available.
The Warrant Shares shall be stamped or otherwise imprinted
with a legend substantially as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or
any state securities laws. These shares may not be offered
for sale, sold or otherwise transferred except pursuant to
an effective registration statement under the Act or
pursuant to an exemption from such registration. "
12. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Texas.
13. Consideration. This Warrant has been issued in
consideration of services provided or to be provided as set forth
in that certain letter from Howell Communications, Inc. to the
Company dated April 23, 1996.
ARROW-MAGNOLIA INTERNATIONAL, INC.
By:
Morris Shwiff, President
(SEAL)
ATTEST:
Secretary
The terms and provisions of the within Warrant are accepted and
agreed to this 30th day of May, 1996.
<PAGE>
PURCHASE FORM
Dated , 19
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing shares of Common
Stock and hereby makes payment of $ in payment of
the actual exercise price thereof.
* * * * * * * * * * * * * * * * * * *
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
( Please type or print in block letters )
Address
Signature
* * * * * * * * * * * * * * * * * * * *
<PAGE>
ASSIGNMENT FORM
FOR VALUE Received, hereby
sells, assigns and transfers unto:
Name
(Please type or print in block letters )
Address
the right to purchase Common Stock represented by this Warrant to
the extent of shares as to which such right
is exercisable and does hereby irrevocably constitute and appoint
attorney, to transfer the same on the
books of the Company with full power of substitution in the
premises.
Signature
<PAGE>
EXHIBIT 4.3
HOWELL COMMUNICATIONS, INC.
6510 Abrams Road, Suite 570
Dallas, Texas 75231
214/340-9994 FAX 214/340-2530
MAILING ADDRESS
P.O. Box 550517
Dallas, Texas 75355
May 1, 1997
Mr. Morris Shwiff
Chairman and President
Arrow-Magnolia International, Inc.
2646 Rodney Lane
Dallas, TX 75229
Dear Mr. Shwiff:
This letter is to summarize the services which Howell
Communications, Inc. (HCI) will provide in its capacity of
investor relations counsel to Arrow-Magnolia International, Inc.
(ARWM) for the period from May 1, 1997 through April 30, 1998.
These services will include, but will not be limited to:
Serving as liaison for the Company with the investment
community;
Preparing and distributing corporate news releases, reports
and other materials;
Building and maintaining a mailing/fax list for ARWM;
Introducing Management to retail brokers, market-makers,
securities analysts, investment bankers, portfolio managers
and other investors through one-on-one and group meetings;
Gaining publicity for the Company in the appropriate
financial, trade and general media;
Providing investor relations counsel to the Company.
We look forward to performing these services for ARWM and
continuing our mutually beneficial relationship.
Yours truly,
Larry E. Howell
President
EXHIBIT 4.4
This Warrant has not been registered under the Securities Act of
1933 (the "Act") or any state securities laws and is non-
assignable. The Warrant Shares may not be offered for sale, sold
or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an exemption
from such registration. The transfer of the Warrant Shares is
also subject to the conditions specified in Sections 4 and 9
hereof. No transfer of Warrant Shares shall be valid or
effective until the conditions of this agreement have been
fulfilled.
Void After 5:00 P.M., Dallas, Texas Time on April 30, 1999.
Warrant to Purchase Up to
20,000 Shares Of Common Stock
May 1, 1997
WARRANT TO PURCHASE COMMON STOCK
ARROW-MAGNOLIA INTERNATIONAL, INC.
This Is to Certify That, FOR VALUE RECEIVED, Howell
Communications, Inc. (the "Holder") is entitled to purchase,
subject to the provisions of this Warrant, from Arrow-Magnolia
International, Inc., a Texas corporation (the "Company"), at any
time or from time to time, and not later than 5:00 p.m., Dallas,
Texas time on April 30, 1999 up to 20,000 shares of the common
stock, par value $0.10 per share, of the Company ("Common Stock")
at a purchase price of $4.125 per share. The number of shares of
Common Stock or other property to be received upon the exercise
of this Warrant and the price to be paid for a share of Common
Stock may be adjusted from time to time as hereafter set forth.
The shares of Common Stock deliverable upon such exercise, and as
adjusted from time to time, are hereinafter sometimes referred to
as "Warrant Shares" and the exercise price of a share of Common
Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."
1. Exercise of Warrant. This Warrant may be exercised in
increments of 10,000 shares of Common Stock at any time or from
time to time, but not later than 5:00 p.m., Dallas, Texas time on
April 30, 1999 or if such date is a day on which banking
institutions are authorized by law to close, then on the next
succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company or at the office of its stock
transfer agent, if any, with the Purchase Form annexed hereto
duly executed and accompanied by payment of the Exercise Price
for the number of shares specified in such form, together with
all federal and state excise taxes applicable upon exercise.
Payment of the Exercise Price shall be made by wire transfer to
an account in a bank located in the United States designated for
such purpose by the Company or by certified or official bank
check payable to the order of the Company.
If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant at the
office or agency of the Company, in proper form for exercise, the
Holder shall be deemed to be the holder of record of the shares
of Common Stock issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or
that certificates representing such shares of Common Stock shall
not then be actually delivered to the Holder.
2. Reservation of Shares. The Company hereby agrees that
at all times there shall be reserved for issuance and/or delivery
upon exercise of this Warrant such number of shares of the Common
Stock as shall be required for issuance or delivery upon exercise
of this Warrant.
3. Fractional Shares. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise
of this Warrant.
4. Exchange or Loss of Warrant. This Warrant is
exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office
of its stock transfer agent, if any, for other Warrants of
different denominations entitling the Holder thereof to purchase
in the aggregate the same number of shares of Common Stock
purchasable hereunder, subject to Section 9 hereof. This Warrant
may be divided or combined with other Warrants which carry the
same rights upon presentation hereof at the office of the
Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed
by the Holder hereof. The term "Warrant" as used herein includes
any Warrants issued in substitution for or replacement of this
Warrant or into which this Warrant may be divided or exchanged.
Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in
the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation
of this Warrant, if mutilated, the Company will execute and
deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered by the Company, whether or not
this Warrant is so lost, stolen, destroyed, or mutilated, shall
be at any time enforceable by the Holder.
5. Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a holder of Common Stock of
the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth
herein.
6. Stock Splits, Combinations and Stock Dividends. If the
Company shall at any time subdivide the outstanding shares of
Common Stock, the Exercise Price shall be proportionately
decreased, and the number of shares of Common Stock purchasable
hereunder proportionately increased, on the day following the
date that such subdivision shall become effective, as applicable.
If the Company shall at any time combine the outstanding shares
of Common Stock, the Exercise Price shall be proportionately
increased, and the number of shares of Common Stock purchasable
hereunder decreased, on the date that such combination shall
become effective. If the Company shall at any time issue Common
Stock by way of dividend on any stock of the Company, the number
of shares of Common Stock purchasable hereunder shall be
proportionately increased on the day following the date fixed for
determining shareholders entitled to receive such dividend, but
no adjustment of the Exercise Price shall be made.
7. Reclassification, Reorganization or Merger. In case of
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company (other than a
change in par value, or from par value to no par value, or from
no par value to par value, or as a result of an issuance of
Common Stock by way of dividend or other distribution or of a
subdivision or combination), or in case of any consolidation or
merger of the Company with or into another corporation (other
than a merger of the Company with or into another corporation in
which merger the Company is the continuing corporation and which
does not result in any reclassification, capital reorganization
or other change of outstanding shares of Common Stock of the
class issuable upon exercise of this Warrant other than a change
in par value, or from par value to no par value, or from no par
value to par value, or as a result of an issuance of Common Stock
by way of dividend or other distribution or of a subdivision or
combination) or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or
substantially as an entirety, the Company shall cause effective
provision to be made so that the Holder shall have the right
thereafter, by exercising this Warrant, to purchase the kind and
amount of shares of stock and other securities and property
receivable upon such reclassification, capital reorganization or
other change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the
adjustment provided for in this Warrant. The foregoing
provisions of this Section 7 shall similarly apply to successive
reclassification, capital reorganizations and changes of shares
of Common Stock and to successive consolidations, mergers, sales
or conveyances.
8. Notices to Warrant Holders. So long as this Warrant
shall be outstanding and unexercised, (i) if the Company shall
pay any dividend or make any distribution upon the Common Stock
or (ii) if the Company shall offer to the holders of Common Stock
for subscription or purchase by them any shares of stock of any
class or any other rights or (iii) if any capital reorganization
of the Company, reclassification of the capital stock of the
Company, consolidation or merger of the Company with or into
another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to
another corporation, or voluntary or involuntary dissolution,
liquidation or winding up of the Company shall be effected, then,
in any such case, the Company shall cause to be delivered to the
Holder, at least ten days prior to the date specified in (x) or
(y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which
(x) a record is to be taken for the purpose of such dividend,
distribution or rights offering, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the
date, if any is to be fixed, as of which the holders of Common
Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon
such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
9. Restrictions on Transfer. Neither this Warrant nor any
rights under this Warrant shall be assignable by the Holder, and
any attempted assignment shall be void and of no force or effect.
Any Holder of Warrant Shares (hereinafter "Restricted Securi-
ties") shall, prior to any transfer or disposition or attempted
transfer or disposition of any such Restricted Securities, give
written notice to the Company of such Holder's intention to
effect such transfer or disposition. Each such notice shall
describe the manner and circumstances of the proposed transfer or
disposition in reasonable detail and shall contain an undertaking
by the persons giving such notice to furnish such further
information as may be required to enable counsel to render the
opinions referred to below and to furnish an appropriate opinion
of Holder's counsel. Promptly upon receiving any such notice,
the Company shall submit copies thereof to its counsel and the
following provisions shall apply:
(a) If, in the opinion of both counsel for the Holder
and for the Company, the proposed transfer or disposition of
the Restricted Securities may be effected without
registration thereof under the Act and without taking any
similar action under any other applicable securities laws,
the Company shall so notify the Holder thereof and such
Holder shall thereupon be entitled to transfer or dispose of
the Restricted Securities in accordance with the terms of
the notice delivered by such Holder of the Company;
provided, however, that such transfer shall be permitted
only if, prior thereto, the proposed transferee enters into
an agreement with the Company restricting the transfer of
such Restricted Securities in accordance with, and agreeing
to assume the obligations under and receive the benefits of,
the terms of this Warrant as "Holder," unless, in the
opinion of both counsel for the Holder and for the Company,
such agreement is not necessary. Each certificate
evidencing the Restricted Securities so transferred or
disposed of (and each certificate evidencing any
untransferred or non-disposed of Restricted Securities)
shall bear the appropriate restrictive legend set forth in
Section 11 hereof unless in the opinion of both such counsel
such legend is not required.
(b) If, in the opinion of either counsel for the
Holder or counsel for the Company, the proposed transfer of
the Restricted Securities may not be effected without
registration under the Act of the Restricted Securities, and
without taking any similar action under any other applicable
securities laws, the Company shall so notify the Holder of
such securities. The Holder of such securities agrees that,
if the proposed transfer or disposition of any such
securities by him cannot, in the opinion of both such
counsel, be effected without registration under the Act and
without taking any similar action under any other applicable
securities laws, he will not so transfer or dispose of any
Restricted Securities unless such registration and other
action shall have been effected.
10. Piggyback Registration Rights.
(a) If the Company proposes to register at any time
prior to 12:00 midnight on June 30, 2001 any equity security
(as defined in Section 3(a)(11) of the Securities Exchange
Act of 1934) under the Securities Act of 1933, as amended
(the "Act") on any registration form (otherwise than for the
registration of securities to be offered and sold pursuant
to (i) an employee benefit plan, (ii) dividend or interest
reinvestment plan, (iii) other similar plans or
(iv) reclassification of securities, mergers, consolidations
and acquisitions of assets on Form S-4 or any successor
thereto) prescribed by the Securities and Exchange
Commission (the "Commission") permitting a secondary
offering or distribution, not less than thirty (30) days
prior to each such registration, the Company shall give the
Holder written notice of such proposal which shall describe
in detail the proposed registration and distribution
(including those jurisdictions where registration or
qualification under the securities or blue sky laws is
intended) and, on one occasion upon the written request of
the Holder within twenty (20) days after receipt of any such
notice, shall proceed to include in one such registration
such Warrant Shares as have been requested by any Holder to
be included in such registration. The Holder shall in its
request describe briefly the proposed disposition of such
Warrant Shares. The Company will in each instance use
reasonable efforts to cause any Warrant Shares (with respect
to which registration has been so requested) to be
registered under the Act and qualified under the securities
or blue sky laws of any jurisdiction requested by a
prospective seller, all to the extent necessary to permit
the sale or other disposition thereof (in the manner stated
in such request) by a prospective seller of the Warrant
Shares so registered.
(b) In connection with any registration under the Act
pursuant to this Section 10, the Company will furnish the
Holder with a copy of such registration statement and all
amendments thereto.
(c) Nothing in this Section 10 shall be deemed to
require the Company to proceed with any registration of its
securities after giving the notice herein provided.
(d) Notwithstanding any contrary provision of this
Warrant, the Company shall not be required to maintain the
effectiveness of any registration statement for a period in
excess of 270 days or after the Holder has sold or otherwise
disposed of his Warrant Shares registered under such
registration statement, whichever is earlier.
10A. Expenses, etc. The Holder will pay fees of counsel for
the Holder and underwriting commissions and discounts with
respect to the sale of the Warrant Shares and all incremental
expenses resulting from the Holder's participation in any
registration.
10B. Indemnification.
(a) The Holder hereby indemnifies and agrees to hold
harmless the Company and each officer, director and control-
ling person of the Company or underwriter within the meaning
of Section 15 of the Act against all losses, claims,
damages, liabilities and expenses (including reasonable
costs of investigation) caused by any untrue, or alleged
untrue, statement of a material fact contained in any
registration statement, preliminary prospectus, prospectus
or notification or offering circular (as amended or
supplemented if the Company shall have furnished any
amendments or supplements thereto) or caused by any
omission, or alleged omission, to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent
that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and
in conformity with information furnished in writing to the
Company by the Holder expressly for use therein.
(b) Promptly upon receipt by a party indemnified under
this Section 10B, such indemnified party shall notify the
indemnifying party in writing of the commencement of such
action, but the failure to so notify the indemnifying party
shall not relieve such indemnifying party of any liability
which it may have to an indemnified party, unless such
failure shall materially and adversely affect the defense of
such action. In case notice of commencement of any such
action shall be given to the indemnifying party as above
provided, the indemnifying party shall be entitled to
participate in and, to the extent it may wish, jointly with
any other indemnifying party similarly notified, to assume
the defense of such action at its own expense, with counsel
chosen by it and satisfactory to such indemnified party.
The indemnified party shall have the right to employ
separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel
(other than reasonable costs of investigation) shall be paid
by the indemnified party unless (i) the indemnifying party
agrees to pay the same, (ii) the indemnifying party fails to
assume the defense of such action with counsel reasonably
satisfaction to the indemnified party or (iii) the named
parties to any such action (including any impleaded parties)
have been advised by such counsel that representation of
such indemnified party and the indemnifying party by the
same counsel would be inappropriate under applicable
standards of professional conduct (in which case the
indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party);
provided that in connection with each action resulting in a
claim for indemnification under this Section 10B, the
indemnifying party shall not be required to pay the fees and
expenses of more than one counsel (plus local counsel, if
appropriate) to the indemnified parties. No indemnifying
party shall be liable for any settlement entered into
without its consent.
(c) If the indemnification provided for in this
Section 10B shall for any reason be unenforceable by an
indemnified party, although otherwise available in
accordance with its terms, then each indemnifying party
shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified
party as a result of the losses, claims, damages,
liabilities or expenses with respect to which such
indemnified party has claimed indemnification, in such
proportion as is appropriate to reflect the relative fault
of, and the relative benefits received by, the indemnified
party on the one hand and the indemnifying party on the
other in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable consider-
ations. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who is not guilty
of such fraudulent misrepresentation.
10C. Supplying Information. The Holder shall cooperate with
the Company in supplying such information as may be necessary for
the Company to complete and file any information reporting forms
presently or hereafter required by the Commission or other
authority administering the blue sky or securities laws of any
jurisdiction where Warrant Shares are proposed to be sold
pursuant to this Warrant.
11. Investment Representation. The Holder by his
acceptance hereof represents and warrants to the Company that he
is acquiring this Warrant and the Warrant Shares to be purchased
by him hereunder for his own account and not with a view to the
distribution thereof within the meaning of the Act. Each such
Holder represents that he understands that he must bear the
economic risk of his investment in the Company for an indefinite
period of time because this Warrant and the Warrant Shares have
not been registered under the Act and therefore cannot be offered
for sale or sold unless they are registered under the Act or an
exemption from such registration is available.
The Warrant Shares shall be stamped or otherwise imprinted
with a legend substantially as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or
any state securities laws. These shares may not be offered
for sale, sold or otherwise transferred except pursuant to
an effective registration statement under the Act or
pursuant to an exemption from such registration. "
12. Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Texas.
13. Consideration. This Warrant has been issued in
consideration of services provided or to be provided as set forth
in that certain letter from Howell Communications, Inc. to the
Company dated , 1997.
ARROW-MAGNOLIA INTERNATIONAL, INC.
By:
Morris Shwiff, President
(SEAL)
ATTEST:
Secretary
The terms and provisions of the within Warrant are accepted and
agreed to this day of , 1997.
<PAGE>
PURCHASE FORM
Dated , 19
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing shares of Common
Stock and hereby makes payment of $ in payment of
the actual exercise price thereof.
* * * * * * * * * * * * * * * * * * *
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
( Please type or print in block letters )
Address
Signature
* * * * * * * * * * * * * * * * * * * *
<PAGE>
ASSIGNMENT FORM
FOR VALUE Received, hereby
sells, assigns and transfers unto:
Name
(Please type or print in block letters )
Address
the right to purchase Common Stock represented by this Warrant to
the extent of shares as to which such right
is exercisable and does hereby irrevocably constitute and appoint
attorney, to transfer the same on the
books of the Company with full power of substitution in the
premises.
Signature
<PAGE>
EXHIBIT 5.1
LETTERHEAD OF HEWITT & HEWITT, P.C.
October 29, 1997
Arrow-Magnolia International, Inc.
2646 Rodney Lane
Dallas, Texas 75229
Re: Arrow-Magnolia International, Inc.
Gentlemen:
We have acted as counsel for Arrow-Magnolia International,
Inc., a Texas corporation (the "Company") in connection with
certain of its corporate matters. 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 when
the 44,000 unissued shares of Common Stock subject to that
certain Warrant to Purchase Common Stock dated May 1, 1996 issued
to Howell Communications, Inc. and the 20,000 unissued shares of
Common Stock subject to that certain Warrant to Purchase Common
Stock dated May 1, 1997 issued to Howell Communications, Inc.
shall have been issued and sold in accordance with the terms of
such Warrants, such shares of Common Stock 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: /s/ Christopher M. Hewitt
Christopher M. Hewitt
President
CMH:ds
<PAGE>
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Arrow-Magnolia International, Inc.
We consent to the incorporation by reference in this Registration
Statement of Arrow-Magnolia International, Inc. on Form S-8 of
our report dated February 11, 1997, appearing in the annual
report on Form 10-K for the fiscal year ended December 31, 1996.
/s/ KPMG Peat Marwick, LLP
Dallas, Texas
October 29, 1997
