As filed with the Securities and Exchange Commission
on June 2, 1999
Registration No. 333-01511
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ARROW-MAGNOLIA INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Texas 75-0408335
(State of incorporation) (I.R.S. Employer
Identification No.)
2646 Rodney Lane
Dallas, Texas 75229
(Address, including zip code, of principal executive offices)
Amended and Restated Non-Qualified Stock Option Plan
(Full title of the plan)
Morris Shwiff
President
2646 Rodney Lane
Dallas, Texas 75229
(972) 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>
- ---------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------
Number of Proposed Proposed
Title of Additional Maximum Maximum
Securities Shares Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price Fee
- ----------------------------------------------------------------
Common Stock,
$0.10 par
value 80,500 $3.8125 $306,906.26 $85.32
- ----------------------------------------------------------------
(1) The Company previously registered 275,000 shares of Common
Stock, which after subsequent stock splits and dividends
currently equal 665,500 shares of 746,000 shares subject to
the Amended and Restated Non-Qualified Stock Option Plan,
all of which are covered by the existing registration
statement pursuant to Rule 416. This amendment additionally
registers the balance of 80,500.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) on the basis
of the average of the high and low prices of the Company's
Common Stock as reported on the Nasdaq SmallCap Market on
June 1, 1999.
EXPLANATORY NOTE
-----------------
The Prospectus filed as a part of this Registration
Statement has been prepared in accordance with the requirements
of Form S-3 pursuant to Instruction C to Form S-8 and may be used
for reoffers or resales of the Company's Common Stock to be
acquired by the persons named therein pursuant to the Company's
Amended and Restated Non-Qualified Stock Option Plan.
<PAGE>
<PAGE>
PROSPECTUS
532,400 Shares
ARROW-MAGNOLIA INTERNATIONAL, INC.
Common Stock
This Prospectus relates to 532,400 shares of the Common
Stock, par value $0.10 per share (the "Common Stock"), of
Arrow-Magnolia International, Inc. ("Arrow-Magnolia" or the "Com-
pany"), which may be offered from time to time by any or all of
the Selling Stockholders named herein (the "Selling
Stockholders"). It is anticipated that the Selling Stockholders
will offer shares for sale at prevailing prices in the Nasdaq
SmallCap Market on the date of sale. The Company will receive no
part of the proceeds of sale made hereunder. All expenses of
registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred
by an individual Selling Stockholder will be borne by such
Selling Stockholder.
The Common Stock of the Company is traded on the Nasdaq
SmallCap Market tier of the Nasdaq Stock Market. On June 1, 1999
the closing price for shares of the Company's Common
Stock, as reported on the Nasdaq SmallCap Market for the
Company's common stock was $3.8125 per share.
The Common Stock offered hereby involves a high degree of risk.
See "Risk Factors."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Selling Stockholders and any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be
an "underwriter" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be
underwriting commissions under the Securities Act.
No person is authorized to give any information or to make
any representations, other than those contained in this
Prospectus, in connection with the offering described herein,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or
any Selling Stockholders. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, nor shall
there be any sale of these securities by any person in any
jurisdiction in which it is unlawful for such person to make such
offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any
circumstances create an implication that the information
contained herein is correct as of any time subsequent to the date
hereof.
The date of this Prospectus is June 2, 1999.
<PAGE>
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and in accordance therewith files reports, proxy
statements, and other information with the Securities and
Exchange Commission (the "Commission").
The Company has filed with the Commission a Registration
Statement on Form S-8 (together with all amendments, schedules
and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with
respect to the Common Stock offered hereby. This Prospectus
omits certain of the information set forth in the Registration
Statement, and reference is hereby made to the Registration
Statement for further information with respect to the Company and
the Common Stock offered hereby. Any statements contained herein
concerning the provisions of any documents are not necessarily
complete, and in each such instance reference is made to the copy
of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by
such reference.
Reports and other information filed by the Company with the
Commission and copies of the Registration Statement can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, DC 20549, and should also be available for
inspection and copying at the following regional offices of the
Commission: 7 World Trade Center, Suite 1300, New York, New York
10048; and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Information concerning
the operation of the Public Reference Room can be obtained by
calling the Commission at 1-800-SEC-0330. Copies of such
material also may be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates, and through the Commission's Internet
address at "http://www.sec.gov".
TABLE OF CONTENTS
Page
The Company ........................... 3
Risk Factors........................... 3
Selling Stockholders .................. 5
Indemnification of Directors and Officers 6
Information Incorporated by References.. 8
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of
this Prospectus is delivered, upon written or oral request
of any such person, a copy of any and all of the information that
has been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates. Requests for such
copies should be directed to Arrow-Magnolia International,
Inc., Dallas, Texas 75229. The Company's telephone number at
that location is (972) 323-2200.
<PAGE>
THE COMPANY
The business of Arrow-Magnolia consists primarily of the
manufacture and distribution of specialty chemical products for
use in cleaning and maintaining equipment, and as generalized
maintenance and sanitation products. The Company's manufacturing
operations blend, to the Company's specifications and according
to the Company's procedures, a variety of chemicals to create the
Company's various products. Arrow-Magnolia packages products
that it blends or manufactures and, in addition, purchases
products that have been blended or manufactured and
then packaged under the Company's labels by third parties. The
Company also distributes certain nonchemical products, such as
paper and other janitorial supplies, related to its chemical
products. The Company's products, including its nonchemical
products, are marketed by the Company throughout the United
States, Canada and other countries.
Arrow-Magnolia (formerly Magnolia Enterprises, Inc. and
Magnolia Chemical Company) was incorporated in the State of Texas
in 1937. Its executive offices are located at 2646 Rodney
Lane, Dallas, Texas 75229 and its telephone number is (972)
247-7111.
RISK FACTORS
The following factors should be considered carefully, in
addition to the other information in this Prospectus, in
evaluating an investment in the Company's Common Stock:
Dependence Upon Key Personnel. Morris Shwiff was President
and Chief Executive Officer of Arrow-Magnolia from 1985 through
1999 and currently serves as Chairman of the Board. Mr. Mark
Kenner was Executive Vice President of Arrow-Magnolia from 1985
through 1999 and currently serves as Vice Chairman and Chief
Executive Officer. Mr. Fred Kenner was Vice President, Secretary
and Treasurer of Arrow-Magnolia from 1985 through 1999 and
currently serves as President and Chief Operating Officer. These
individuals have been primarily responsible for directing the
corporate strategy which has determined Arrow-Magnolia's
growth. The loss of any of these persons could have an adverse
effect on the Company.
Size and Competition. The business of Arrow-Magnolia is
highly competitive in all of its phases and two companies are
significantly larger than other companies engaged in its
industry. However, the industry in which the Company competes is
very fragmented, and no single firm or group of firms dominates
the industry as a whole. The total sales volume of the
Company's products constitutes only a very minor portion of the
total available market.
Possible Volatility of Stock Price. The price of the
Common Stock may be subject to wide fluctuations and possible
rapid increases or declines in a short time period. These
fluctuations may be due to factors specific to the Company such
as variations in quarterly operating results or changes in
earnings estimates, or to factors relating to its industry or to
the securities markets in general. Investors in the Company's
Common Stock should be willing to incur the risk of such
fluctuations.
<PAGE>
Limited Marketability; Shares Eligible for Sale. Although
the Common Stock trades on the Nasdaq SmallCap Market, it is
sporadically traded at low volumes. Sales of substantial
amounts of Common Stock in the public market could significantly
affect the market price of the Company's Common Stock.
Voting Control. Messrs. Shwiff, Kenner and Kenner,
presently Directors and officers of Arrow-Magnolia, currently own
approximately 55.1% of the Company's outstanding Common
Stock. Therefore, these individuals exercise practical voting
control over the affairs of the Company.
Directors Liability Limited. Under the Company's Articles
of Incorporation, Directors of Arrow-Magnolia cannot be held
liable to the Company or its shareholders for monetary
damages for an act or omission in the Director's capacity as a
Director except (i) for any breach of the Director's duty of
loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for
any transaction from which the director derive an improper
personal benefit, (iv) for an act or omission for which the
liability of a Director is expressly provided for by statute, or
(v) for an act related to an unlawful stock repurchase or payment
of a dividend. This provision does not affect the liability of
any Director under federal or applicable state securities laws.
Indemnification of Officers and Directors. The Bylaws of
the Company provide for indemnification of officers and Directors
to the full extent permitted by the Texas Business Corporation
Act. Arrow-Magnolia may be required to pay certain judgments,
fines and expenses incurred by an officer or Director, including
reasonable attorneys' fees, as a result of actions or proceedings
in which such officers and Directors are involved by reason of
being or having been an officer or Director provided that said
officers or Directors acted in good faith.
<PAGE>
SELLING STOCKHOLDERS
The following table shows the names and positions with the
Company during the past three years of the Selling Stockholders,
the number of shares of the Company's Common Stock beneficially
owned by each of them as of June 1, 1999 and the number of shares
covered by this Prospectus:
<TABLE>
Beneficial Beneficial
Position Ownership Shares Ownership
Selling With Prior to Being After
Shareholder the Company Offering Offered Offering(1)
- --------- ----------- -------- ------- ---------------
Number Percent
------ -------
<S> <C> <C> <C> <C> <C>
Morris Shwiff Chairman 1,050,498 186,340 864,158 27.6%
of the (2)
Board
Mark Kenner Vice 682,792 175,692 507,100 16.2%
Chairman (3)
and Chief
Executive
Officer
Fred Kenner President 422,387 170,368 252,010 8.1%
and Chief (4)
Operating
Officer
John Niland Vice 100,430 100,430 0 *
President (5)
</TABLE>
- ----------
* Less than 1%.
(1) Assumes that all shares offered hereby are sold.
(2) Includes 186,340 shares subject to options presently
exercisable.
(3) Includes 175,692 shares subject to options presently
exercisable.
(4) Includes 170,368 shares subject to options presently
exercisable.
(5) Includes 100,430 shares subject to options presently
exercisable.
As of March 31, 1999, the Company had approximately
2,962,090 shares of Common Stock outstanding.
The Company has been advised by the Selling Stockholders
that they intend to sell all or a portion of the shares offered
hereby from time to time and that sales will be made at prices
prevailing at the times of such sales. The Selling Stockholders
may also make private sales directly or through a broker or
brokers. In connection with any sales, the Selling Stockholders
and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act.
<PAGE>
The Company has informed the Selling Stockholders that the
anti-manipulative Rules contained in Regulation M promulgated
under the Securities Exchange Act or 1934 may apply to their
sales in the market and has furnished each Selling Stockholder
with a copy of these Rules and has informed them of the possible
need for delivery of copies of this Prospectus.
In addition, the Company has informed each of the Selling
Stockholders that any Selling Stockholder who is affiliated with
the Company, and any other persons acting in concert with
such Selling Stockholder for the purpose of selling securities of
the Company, may reoffer or resale pursuant to this Prospectus
during any three month period up to, but no more than, the
greater of: (i) one percent of the shares of Common Stock
outstanding as shown by the most recent report or statement
published by the Company; or (ii) the average weekly volume of
trading in the Common Stock reported through the Nasdaq SmallCap
Market during the four calendar weeks preceding the date of sale.
There can be no assurance that any of the Selling
Stockholders will sell any or all of the shares of Common Stock
offered by them hereunder.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Company's Articles of Incorporation
provides that the Company may indemnify each Director and officer
of the Company against reasonable costs and expenses
incurred by him in connection with any action, suit or proceeding
to which he may be made a party by reason of his being or having
been such Director or officer, except in relation to any
actions, suits or proceedings in which he has been adjudged
liable because of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office. In the absence of a determination which
expressly absolves the Director or officer of liability to the
Company or its shareholders for willful misfeasance, bad faith,
gross negligence and reckless disregard of the duties involved in
the conduct of his office, or in the event of a settlement, each
Director and officer may be indemnified by the Company against
payments made, including reasonable costs and expenses, provided
that such indemnity shall be conditioned upon the prior
determination by a resolution of two thirds of those members of
the Board of Directors who are not involved in the action, suit
or proceeding that the Director or officer has no liability by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office, and provided further that if a majority of the members of
the Board of Directors are involved in the action, suit or
proceeding, such determination shall have been made by a written
opinion of independent counsel. Article 10 further provides that
its terms are not exclusive of any other rights to which officers
and Directors may be entitled according to law.
Article 2.02-1 of the Texas Business Corporation Act
provides broad powers of indemnification of Directors and
officers. For example, the Board of Directors, the share-
holders, 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, administra-
<PAGE>
tive, 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 person is ultimately determined to not be
entitled to indemnification.
Finally, the Company has power to purchase and maintain
insurance on behalf of any Director or officer against any
liability asserted against him and incurred by him in such
capacity or arising out of his status as an officer or a
Director, whether or not the Company would have
the power to indemnify him against such liability under the
before described provisions of Article 2.02-1.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to Directors,
officers, and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
<PAGE>
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents have been filed with the Commission
(File No. 0-4728) pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") and are incorporated herein
by reference and made a part of this Prospectus:
1. The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1998;
2. The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1999;
3. Description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Company's Common Stock shall be deemed to be
incorporated herein by reference and made a part of this
Prospectus from the respective filing dates of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
<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:
1. The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998.
2. The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1999.
All documents filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 subsequent
to the date of the Prospectus and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Prospectus and to be part hereof from the date of filing
such documents.
The description of the Common Stock contained in the
Company's Registration Statement filed under the Securities
Exchange Act of 1934 (the "Exchange Act") registering shares of
the Common Stock under Section 12 of the Exchange Act, including
any amendment or reports filed for the purpose of updating such
description.
4 Description of Securities.
--------------------------
Not applicable.
5 Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
6 Indemnification of Directors and Officers.
-----------------------------------------
Article 2.02-1 of the Texas Business Corporation Act
provides broad powers of indemnification of Directors and
officers. For example, the Board of Directors, the shareholders,
or independent legal counsel in some circumstances may authorize
the Company to indemnify any officer or Director against expenses
<PAGE>
(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 otherwise in
defense of the action, Article 2.02-1 provides that such officer
or Director shall be indemnified against expense (including
attorney's fees) actually and reasonably incurred by him in
connection therewith. Additionally, a Director or officer's
reasonable expenses may be paid or reimbursed where a written
request is submitted with an undertaking to repay said expense if
such person is ultimately determined to not be entitled to
indemnification.
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.
7 Exemption from Registration Claimed.
-----------------------------------
Not applicable.
8 Exhibits.
---------
Exhibit Number
--------------
5.1 Legal Opinion and Consent of Hewitt & Hewitt,
P.C.
23.2 Consent of Counsel. (Reference is made to
Exhibit 5.1.)
<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 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 with
or furnished to the Securities and Exchange Commission 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 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.
<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
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>
<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 2nd day of June, 1999.
ARROW-MAGNOLIA INTERNATIONAL, INC.
By: /s/ Mark Kenner
----------------------------
Mark Kenner, Vice Chairman and
Chief Executive Officer
<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 Chairman }
Morris Shwiff of the Board }
}
}
/s/ Mark Kenner Vice Chairman and Chief }
Mark Kenner Executive Officer }
} June
} 2, 1999
/s/ Fred Kenner President and Chief }
Fred Kenner Operating Officer }
}
}
/s/ Robert D. DeRosier Director }
Robert D. DeRosier }
}
}
/s/ Clifton R. Duke Director }
Clifton R. Duke }
<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.
23.2 Consent of Counsel. (Reference is made
to Exhibit 5.1.)
<PAGE>
June 2, 1999
Arrow-Magnolia International, Inc.
2646 Rodney Lane
Dallas, Texas 75229
Re: Arrow-Magnolia International, Inc.
Gentlemen:
Arrow-Magnolia International, Inc., a Texas corporation (the
"Company"), has filed with the Securities and Exchange Commission
its Amendment No. 1 to Registration Statement on Form S-8 (the
"Registration Statement") relating to 746,000 shares of its Common
Stock, par value $0.10 per share (the "Common Stock), issuable
under the Company's Amended and Restated Non-Qualified Stock Option
Plan (the "Plan").
We have acted as counsel for the Company in connection with
the establishment of the Plan and the registration under the
Securities Act of 1933, as amended, of such shares and are familiar
with the proceedings taken and proposed to be taken by them in
connection therewith. We are familiar with the corporate law of
the State of Texas under which the Company is incorporated and
exists, and we have examined such documents and corporate
proceedings, and have made such further examinations and inquiries,
as we deem necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the
additional 80,500 shares being registered which are issuable upon
exercise of options granted pursuant to the Plan by participants
therein, when issued pursuant to the terms of the options and the
Plan will be validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Yours very truly,
HEWITT & HEWITT, P.C.
By: /s/ Christopher M. Hewitt
--------------------------
Christopher M. Hewitt
President
CMH:ds
