SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September
3, 1997
____________________
CFC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27222 36-3434526
(State or other jurisdiction of(Commission File (IRS Employer
incorporation or organization)Number) Identification
No.)
500 State Street
Chicago, Illinois 60411
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (708) 891
3456
____________________
Item 5. Other Events.
On September 3, 1997, CFC International, Inc.
(the `Company), through its wholly-owned subsidiary
Northern Bank
Note Company, L.L.C., acquired substantially all of the
assets and assumed substantially all of the liabilities of
Northern Bank Note Company (NBN). NBN is a financial
security printer of stock certificates and intanglia printed
documents. The Company intends to operate NBN substantially
in its present form. In consideration of this
acquisition, the Company issued 17,000 shares of its common
stock, par value $.01 per share (the Common Stock); delivered
a nine-year, 6% subordinated note in the principal amount
of $3,000,000 (the Note), convertible, in whole or in part,
at the option of the holder beginning after the first
anniversary of the Note, into Common Stock at a conversion
price of $14.00 per share; delivered a short-term note in
the principal amount of $1,500,000 which was paid in
full on September 4, 1997; and, paid $258,300 in cash. The
Company has agreed to register for resale under the
Securities Act of 1933, as amended, all shares of Common
Stock to be issued upon
conversion of the Note. The Company also agreed to pay
the seller $25,000 for consulting services during the next
year. The terms of the acquisition, including the number
of shares of Common Stock issued and issuable as
consideration, were determined through arms length
negotiations, based on past and projected levels of revenue
and profitability of NBN and the value of the assets
acquired. The acquisition was accounted for using the
purchase method of accounting.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired: None
(b) Pro forma financial information: None
(c) Exhibits: See Exhibit Index
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 hereunto duly
authorized.
CFC INTERNATIONAL, INC.
By: /s/ Dennis
Lakomy
Dennis Lakomy
Vice President and Chief
Financial Officer
Dated: September 24, 1997
CFC INTERNATIONAL, INC.
Exhibit Index
Exhibit
Number Description of Exhibit
2.1 News Release dated as of September 3,
1997,
by CFC International, Inc.
announcing the acquisition of Northern Bank
Note Company.
