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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) FEBRUARY 26, 1997
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MELAMINE CHEMICALS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-16032 64-0475913
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
HIGHWAY 18 WEST
DONALDSONVILLE, LOUISIANA 70346
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICER) (ZIP CODE)
Registrant's telephone number, including area code (504) 473-3121
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ITEM 5. OTHER EVENTS
On February 26, 1997, the Registrant issued the press release filed
herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
Not applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MELAMINE CHEMICALS, INC.
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Date: February 26, 1997 /s/ Wayne D. DeLeo
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Wayne D. DeLeo
Vice President & Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Page
No. Exhibit Number
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99 Press Release dated February 26, 1997 5
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JOINT PRESS RELEASE
For: MELAMINE CHEMICALS, INC. Contact: RON COMO & ASSOCIATES, INC.
P.O. Box 748 74 Trinity Place
Donaldsonville, LA 70346 New York, NY 10006
Fred Huber, President & CEO Telephone: (212) 227-3010
Wayne D. DeLeo, Vice President & CFO
Telephone: (504) 473-3121
For: DSM NV Contact: DSM Corporate Public Relations
P.O. Box 6500 P.O. Box 6500
6401 JH Heerlen 6401 JH Heerlen
The Netherlands The Netherlands
Pieter Harten, President DSM Melamine Telephone: (045) 5782422
Maarten van Nieuwenhuyzen,
Director Planning & Development
February 26, 1997
Immediate Release
MELAMINE CHEMICALS, INC. SELLS TECHNOLOGY
TO DSM MELAMINE B.V.
DONALDSONVILLE, LOUISIANA, FEBRUARY 26, 1997--Melamine Chemicals, Inc.
(NASDAQ-MTWO) and DSM NV, an international chemical and materials group
headquartered in Heerlen, The Netherlands, jointly announced the signing of an
agreement relating to the sale of Melamine Chemicals Inc.'s (MCI) patented
high-pressure (M-II and M-IV) melamine production technologies to DSM Melamine
B.V., a business group of DSM N.V. The companies will cooperate in a joint
research and development project to further improve the high-pressure
technologies utilizing MCI's M-II production plant in Donaldsonville for
testing purposes.
Under the agreement, DSM will acquire the worldwide rights to MCI's
M-II and M-IV patents and related know-how. MCI will retain the right to use
this technology to build two additional plants in the Americas. In exchange,
MCI will receive $25 million of which $15 million is payable immediately and
$10 million is payable in two equal installments in 2000 and 2005. DSM is
required to assist MCI in modifying its low-pressure melamine plant to
implement certain improvements developed by DSM Melamine.
Consummation of this transaction is subject to satisfactory completion
of DSM's review of the M-II and M-IV technologies. It is anticipated that this
transaction will be consummated within the next three months. If this
transaction is consummated, MCI will realize a $10.7 million gain net of $7.0
million in estimated costs associated with future developmental work, $600,000
in transaction costs and $6.7 million of income taxes.
According to Fred Huber, President and CEO of MCI, and Pieter Harten,
President of DSM Melamine B.V., both companies and their shareholders will
benefit from the transaction.
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The agreement provides an excellent opportunity to combine forces and to
jointly improve MCI's high-pressure melamine production technology.
The two companies, of course, will remain vigorous competitors in the
international marketplace, but both believe that in the longer term, each will
be in a better position to serve customers.
Melamine is a chemical raw material having numerous industrial and
commercial applications and is used in many things including thermosetting
plastics, adhesives and flame retardants. Well-known applications include
kitchen worktops, plastic tableware, laminates for scratch-resistant surfaces,
plywood and car paints.
Melamine Chemicals, Inc. is engaged in the production and marketing of
melamine. The Company is also active in the development of new melamine
process and application technology. The Company is one of only two producers
of melamine in North America and one of the three largest producers worldwide.
DSM Melamine, a business group of DSM, is active in the production and
marketing of melamine and is the global market leader with this product. DSM
Melamine operates large scale cost competitive production units in Europe, the
USA and Indonesia.
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