As filed with the Securities and Exchange Commission
on March 11, 1998
Registration No. 333-
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)
1998 Stock Bonus 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.
2612 Thomas Avenue
Dallas, Texas 75204
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(1) Price(1) Fee
Common Stock,
$0.10 par value 100,000 $6.125 $612,500 $180.69
(1) Estimated solely for the purpose of calculating the amount of
the registration fee in accordance with Rule 457 under the
Securities Act of 1933 as the average of the high and low sale
prices of a share of the registrant's common stock reported by
the Nasdaq Stock Market's SmallCap Market on March 9, 1998.
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, 1996 which contains audited
financial statements of the registrant for the
registrant's 1996 fiscal year as filed with the Securi-
ties and Exchange Commission on March 28, 1997.
All reports filed by the Company pursuant to Sections
13(a) or 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 Section 13(a) or 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 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 descrip-
tion.
4 Description of Securities.
Not applicable.
5 Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
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
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>
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 1998 Stock Bonus Plan.
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.)
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 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.
<PAGE>
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 20th day of February, 1998.
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 Executive Vice President }
Mark Kenner }
}
} February
/s/ Fred Kenner Vice President - Secretary } 20, 1998
Fred Kenner and Treasurer }
}
}
/s/ Robert De Rosier Director }
Robert De Rosier }
}
}
/s/ Clifton R. Duke Director }
Clifton R. Duke
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 1998 Stock Bonus Plan.
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.)
<PAGE>
March 11, 1998
Arrow-Magnolia International, Inc.
2646 Rodney Lane
Dallas, Texas 75229
Re: Arrow-Magnolia International, Inc.
Registration Statement on Form S-8
Gentlemen:
Arrow-Magnolia 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
100,000 shares of its Common Stock, par value $0.10 per share (the
"Common Stock"), to be offered under the Company's 1998 Stock Bonus
Plan (the "Plan").
We have acted as counsel for the Company in connection with
the proposed public offering of said shares of Common Stock 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 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:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas.
2. The 100,000 shares of Common Stock subject to the Plan,
when issued in accordance with the terms of the Plan, shall be
validly issued and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption
"Legal Matters" in the Prospectus included in the Registration
Statement.
PAGE
<PAGE>
Very truly yours,
HEWITT & HEWITT, P.C.
By: /s/ Christopher M. Hewitt
Christopher M. Hewitt
President
CMH:ds
<PAGE>
March 11, 1998
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 1998 Stock Bonus Plan; and
2. The Company's Registration Statement on Form S-8 filed
March 11, 1998.
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 3 through 4 of the Prospectus relating to
purchases pursuant to the Plan, insofar as such descriptions and
statements purport to summarize the tax treatment of 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: /s/ Christopher M. Hewitt
Christopher M. Hewitt
President
CMH:ds
ARROW-MAGNOLIA INTERNATIONAL, INC.
1998 STOCK BONUS PLAN
Arrow-Magnolia International, Inc., a Texas corporation (the
"Company"), hereby adopts this 1998 Stock Bonus Plan upon the
following terms:
1. Purposes.
The purposes of this 1998 Stock Bonus Plan (the "Plan") are
to: (1) better align the interests of key employees, independent
contractors and advisers and consultants of the Company with the
Company, its Subsidiaries and shareholders by reinforcing the
relationship between their rewards and shareholder gains; (2)
provide key employees, independent contractors and advisers and
consultants of the Company with an equity ownership in the
Company that will rise and fall with Company performance, as
reflected in shareholder value; (3) maintain competitive
compensation levels; and (4) provide an incentive for key
employees, independent contracts and advisers and consultants of
the Company to continue their services to the Company. By
constituting such persons owners of shares of the Company's
Common Stock, the Company seeks to motivate, retain, and attract
those highly competent individuals upon whose judgment,
initiative, leadership, and diligent efforts the success of the
Company in large measure depends.
2. Definitions.
(a) "Company" shall mean Arrow-Magnolia International, Inc.
(b) "Subsidiary" or "Subsidiaries" shall mean any
corporation, partnership, joint venture, limited partnership,
limited liability company or other entity of which the Company
owns, directly or indirectly, interests having a majority of the
ordinary voting power for the election of directors or persons
performing substantially equivalent functions.
(c) "Board" shall mean the Board of Directors of the
Company.
(d) "Bonus Shares" shall mean shares of Common Stock of the
Company reserved pursuant to Section 3 hereof and any such shares
issued to a Recipient pursuant to this Plan.
(e) "Committee" shall mean a committee appointed from time
to time by the Board having authority to approve awards of Bonus
Shares and consisting of two or more Non-Employee Directors (as
defined in Rule 16b-3 promulgated under the Securities Exchange
Act of 1934).
<PAGE>
(f) "Common Stock" shall mean the Company's Common Stock,
par value $0.10 per share, or, in the event that the outstanding
shares of Common Stock are hereafter changed into or exchanged
for shares of a different stock or securities of the Company or
some other corporation, such other stock or securities.
(g) "Plan" shall mean this 1998 Stock Bonus Plan.
(h) "Recipient" shall mean an employee, independent
contractor, adviser or consultant of the Company or a Subsidiary
to whom Bonus Shares are awarded pursuant to this Plan, or his
designated beneficiary, surviving spouse, estate, or legal
representative, but for the purposes hereof any beneficiary,
spouse, estate or legal representative shall be considered as one
person with the Recipient.
3. Bonus Share Reserve.
There shall be established a Bonus Share Reserve to which
shall be credited 100,000 shares of the Company's Common Stock.
In the event that the shares of Common Stock of the Company
should, as a result of a stock split or stock dividend or
combination of shares or any other similar change, or exchange
for other securities, by reclassification, reorganization,
merger, consolidation, recapitalization or otherwise, be
increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities
of the Company or of another corporation, the number of shares
then remaining in the Bonus Share Reserve shall be appropriately
adjusted to reflect such action. If any such adjustment shall
result in a fractional share, such fraction shall be disregarded.
Upon the award of shares hereunder, this Reserve shall be reduced
by the number of shares so awarded, and upon the failure to make
the required payment on the issuance of any Bonus Shares pursuant
to Section 6 hereof, the Reserve shall be increased by such
number of shares, and such Bonus Shares may again be the subject
of awards hereunder. Distributions of Bonus Shares may, as the
Board shall in its sole discretion determine, be made from
authorized but unissued shares or from treasury shares. All
authorized and unissued shares issued as Bonus Shares in
accordance with the Plan shall be fully paid and non-assessable
shares and free from preemptive rights.
4. Eligibility and Making of Awards.
Any officer, key employee, independent contractor or adviser
or consultant who provides services to the Company or its
Subsidiaries shall be eligible to participate in the Plan;
provided, however, that no member of the Committee shall be
eligible to participate. The Committee may award Bonus Shares to
any eligible person in accordance with such determinations as the
Committee from time to time in its sole discretion shall make.
<PAGE>
A person who has received options to purchase stock under
any stock option plan of the Company or a Subsidiary may exercise
the same in accordance with their terms, and will not by reason
thereof by ineligible to receive Bonus Shares under this Plan.
The aggregate number of Bonus Shares which may be awarded
pursuant to this Plan shall not exceed the amount available
therefor in the Bonus Share Reserve.
5. Form of Awards.
Each award of Bonus Shares shall specify the number of
shares of Common Stock subject thereto, subject to the provisions
of Section 4 hereof. At the time of making any award the Board
shall advise the Recipient and the Company thereof by delivery of
written notice in the form of Exhibit A hereto annexed.
Concurrently with making payment of the par value of Bonus
Shares pursuant to Section 6, the Recipient shall deliver to the
Company, in duplicate, an agreement in writing (a "Stock Purchase
Agreement"), signed by him, in form and substance as set forth in
Exhibit B hereto annexed, and the Company shall forthwith
acknowledge its receipt thereof. The date of such delivery and
receipt shall be deemed the "date of issuance" of the Bonus
Shares to which the same relate, as that phrase is used in this
Plan. The failure to make such payment and delivery within 30
days from the date of award shall terminate the award of such
shares to the Recipient.
Each award granted hereunder must be granted within ten (10)
years from the effective date of the Plan and shall be evidenced
by minutes of a meeting or the written consent of the Committee.
No rights of the Recipient hereunder shall be transferable
other than by will or the laws of descent and distribution, and
such rights shall be exercisable during the Recipient's lifetime
only by him.
6. Payment Required of Recipients.
Within 30 days from the date of award, the Recipient shall,
if he desires to accept the award, pay to the Company an amount
equal to the par value of the Bonus Shares so awarded, in cash or
by certified or bank cashier's check or money order at the office
of its Treasurer.
<PAGE>
7. Administration; Finality of Determinations.
The Plan shall be administered by the Committee. Subject to
the express provisions of the Plan, the Committee shall have sole
discretion and authority to determine from among eligible
employees those to whom and the time or times at which Bonus
Shares may be awarded and the number of shares of Common Stock to
be so awarded. Subject to the express provisions of the Plan,
the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations
relating to it, to determine the details and provisions of each
Stock Purchase Agreement, and to make all other determinations
necessary or advisable in the administration of the Plan.
The Company shall supply full and timely information to the
Committee on all matters relating to eligible employees, their
employment, death, retirement, disability or other termination of
employment, and such other pertinent facts as the Committee may
require. The Committee shall furnish the Committee with such
clerical and other assistance as is necessary in the performance
of its duties.
Any determination by the Committee (except insofar as it
shall make recommendations only) in carrying out, administering
or construing this Plan shall be final and binding for all
purposes and upon all interested persons and their heirs,
successors, and personal representatives.
8. Limitations.
No person shall at any time have any right to receive an
award of Bonus Shares hereunder and no person shall have
authority to enter into an agreement for the making of an award
or to make any representation or warranty with respect thereto.
Recipients of awards of Bonus Shares shall have no rights in
respect thereof except as set forth in the Plan. Such rights may
not be assigned or transferred except by will or by the laws of
descent and distribution. Before issuance of Bonus Shares, no
such shares shall be earmarked for the Recipients' accounts nor
shall they have any rights as shareholders with respect to such
shares.
Neither the action of the Company in establishing the Plan,
nor any action taken by it or by the Board or the Committee under
the Plan, nor any provision of the Plan, shall be construed as
giving to any person the right to be retained in the employ of
the Company or any Subsidiary.
<PAGE>
9. Amendment, Suspension or Termination of the Plan in
Whole or in Part.
The Board may amend, suspend or terminate the Plan in whole
or in part at any time; provided that such amendment shall not
affect adversely rights or obligations with respect to awards
theretofore made; and provided further, that no modification of
the Plan by the Board without approval of the shareholders shall
(i) increase the maximum number of Bonus Shares reserved pursuant
to Section 3; (ii) change the provisions of Section 4 with
respect to the aggregate number of Bonus Shares which may be
allocated under the Plan; (iii) modify the purchase price of
Bonus Shares hereunder; (iv) withdraw the administration of the
Plan from the Committee; or (v) render any member of the
Committee eligible to receive an award of Bonus Shares at any
time while he is serving on the Committee.
10. Expenses of Administration.
All costs and expenses incurred in the operation and
administration of this Plan shall be borne by the Company.
11. Withholding Taxes.
Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, the Company shall
have the right to require the grantee to remit to the Company an
amount sufficient to satisfy any Federal, state and/or local
withholding tax requirements prior to the delivery of any
certificate or certificates for such shares. Alternatively, the
Company may issue or transfer such shares sufficient to satisfy
the withholding tax requirements or may withhold the required
amounts from the compensation otherwise receivable by a Recipient
from the Company or its Subsidiaries. For withholding tax
purposes, the shares of Common Stock shall be valued on the date
the withholding obligation is incurred.
12. Miscellaneous.
(a) Notices. Any notice required or permitted to be given
under the terms of this Agreement shall be sufficient only if in
writing and either actually delivered or sent postage prepaid by
registered or certified mail, return receipt requested, in the
case of Recipient to his last place of residence as shown on the
records of the Company, or in the case of the Company to 2646
Rodney Lane, Dallas, Texas 75229; Attn: Morris Shwiff, or at such
other address as the Company may designate in writing. Such
notice shall be deemed to be received when actually received or
when the receipt for such certified or registered mail is
executed.
(b) Other compensation plans. The adoption of the Plan
shall not affect any other stock option or incentive or other
compensation plans in effect for the Company or any Subsidiary,
nor shall the Plan preclude the Company from establishing any
other forms of incentive or other compensation for employees of
the Company or any Subsidiary.
(c) Term. Unless terminated at an earlier date by written
agreement of the parties hereto, this Agreement shall terminate
ten (10) years from the date first appearing above.
<PAGE>
(d) Entire Agreement. This instrument contains the entire
agreement of the parties. It may not be changed orally, but only
in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought.
(e) Further Assurances. Each party hereto agrees to
perform any further acts and to execute and deliver any further
documents which may be reasonably necessary to carry out the
provisions of this Agreement.
(f) Singular, plural; gender. Whenever used herein, nouns
in the singular shall include the plural, and the masculine
pronoun shall include the feminine gender.
(g) Headings, etc., no part of plan. Headings of Sections
hereof are inserted for convenience and reference; they
constitute no part of the Plan.
(h) Choice of Law. This Agreement shall be subject to an
governed by the laws of the State of Texas.
(i) Jurisdiction. The parties hereto irrevocably submit to
the jurisdiction of the State and federal courts of the State of
Texas with respect to any legal proceedings in connection with
this Agreement.
Dated: February 20, 1998.
ARROW-MAGNOLIA INTERNATIONAL, INC.
By /s/ Morris Shwiff
Morris Shwiff, President
PAGE
<PAGE>
EXHIBIT A
ARROW-MAGNOLIA INTERNATIONAL, INC.
1998 Stock Bonus Plan
To: , Recipient and
Arrow-Magnolia International, Inc., attn: Treasurer
Please be advised that the Compensation Committee of the
Board of Directors of Arrow-Magnolia International, Inc. has on
the date hereof awarded to the Recipient above named an aggregate
of Bonus Shares under and pursuant to the
1998 Stock Bonus Plan. In order for these shares to be issued,
the Recipient is required to make payment of $ and
deliver to the Treasurer of the Company an agreement in
duplicate, in the form as Exhibit B hereto, within thirty (30)
days from the date hereof.
For the Compensation Committee
Date:
PAGE
<PAGE>
EXHIBIT B
Arrow-Magnolia International, Inc.
2646 Rodney Lane
Dallas, Texas 75229
Attn: Treasurer
Gentlemen:
Delivered herewith is the sum of $ , the same
being equal to the par value of Bonus Shares
awarded to and purchased by me pursuant to the Company's 1998
Stock Bonus Plan.
My address of record is:
and my Social Security Number is:
Very truly yours,
Receipt of the above, together
with the payment referred to,
is hereby acknowledged.
ARROW-MAGNOLIA INTERNATIONAL, INC.
By
<PAGE>
KPMG Peat Marwick LLP
Exhibit 23.1
Independent Auditor's Consent
The Board of Directors
Arrow-Magnolia International, Inc.:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Arrow-Magnolia International, Inc. of our
report dated February 11, 1997, appearing in the annual report on
Form 10-KSB for the fiscal year ended December 31, 1996.
KPMG PEAT MARWICK LLP
Dallas, Texas
March 10, 1998
