PMC INTERNATIONAL INC
15-12G, 1998-12-11
INVESTMENT ADVICE
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 15

Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                                                  Commission File Number 0-14937
                                                                         -------

                            PMC International, Inc.
                            -----------------------
             (exact name of registrant as specified in its charter)

              555 17th Street, 14th Floor, Denver, Colorado 80202
              ---------------------------------------------------
                            Telephone: 303-292-1177
                            -----------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                          Common Stock, Par Value $.0l
                          ----------------------------
            (Title of each class of securities covered by this Form)

                                      None
                                      ----
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspect the duty to file reports:
 
          Rule 12g-4(a)(1)(i)     [X]          Rule 12h-3(b)(1)(ii)    [ ]
          Rule 12g-4(a)(1)(ii)    [ ]          Rule 12h-3(b)(2)(i)     [ ]
          Rule 12g-4(a)(2)(i)     [ ]          Rule 12h-3(b)(2)(ii)    [ ]
          Rule 12g-4(a)(2)(ii)    [ ]          Rule 15d-6              [ ]
          Rule 12h-3(b)(1)(i)     [X]

     Approximate number of holders of record as of the certification or notice
date: 285

     Pursuant to the requirements of the Securities Exchange Act of 1934 PMC
International, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

DATE: December 11, 1998                    BY: /s/ Scott A. MacKillop
     -----------------------------            ----------------------------
                                              Scott A. MacKillop,
                                              President


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