1
FORMS8.DOC
As filed with the Securities and Exchange Commission on
July 30, 1997
Registration No.
333SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
______________
CFC INTERNATIONAL,
INC. and
CFC INTERNATIONAL, INC. EMPLOYEE SAVINGS AND INVESTMENT
PLAN (as Co-Registrants)
(Exact name of Company as specified in its charter)
Delaware 36-
3434526
and and
Illinois 36-6779547
(State or other jurisdiction
of
(I.R.S. Employer Identification Number)
incorporation or organization)
500 State Street
Chicago Heights, Illinois 60411
(Address of Companys Principal Executive Offices)
__________________
CFC INTERNATIONAL, INC. EMPLOYEE SAVINGS AND INVESTMENT
PLAN (Full Title of the Plan)
Roger F. Hruby Copies to:
Chairman of the Board of Directors and D. Mark McMillan,
Esq.
Chief Executive Officer Bell, Boyd & Lloyd
CFC International, Inc. 70 West Madison
500 State Street Chicago, Illinois
60602
Chicago Heights, Illinois 60411 (312) 372-1121
(708) 891-3456
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
__________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering PriceAggregate
Registration
Securities to be RegisteredRegisteredPer UnitOffering Price Fee
Common Stock, par value $.01 per share
40,000 Shares $8.875 (1)$355,000.00 (1) $107.58
(1)
________________________________________________________________
__________________________________________________________
Interests in the Plan (2)
(1) Estimated in accordance with Rule 457(h) under the
Securities Act of 1933 (the Securities Act) solely for
purposes of calculating the registration fee and based upon
the average of the high and low sale prices of the Common
Stock on the Nasdaq National Market on July 28, 1997,
as reported in The Wall Street Journal (Midwest Edition).
(2) Pursuant to Rule 416(c) under the Securities Act,
this
registration statement covers an indeterminate amount
of interests to be offered or sold pursuant to the
CFC International, Inc. Employee Savings and
Investment Plan
(the Plan) described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Company Information and Employee Plan
Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Documents Incorporated By Reference.
This registration statement on Form S-8 relates to
the registration of an indeterminate number of interests
in the CFC International, Inc. Employee Savings and
Investment Plan (the Plan) pursuant to which participants
in the Plan may have the Plan purchase, in the open
market, shares of common stock, par value $.01 per share
(the Common Stock), of CFC International Inc. (the
Company).
The following documents and information previously
filed by the Company with the Securities and Exchange
Commission (the Commission) are incorporated herein by
reference:
(a) The Companys Annual Report on Form 10-K for
the Year ended December 31, 1996, as amended
by the Companys Annual Report on Form 10-K/A for
the year ended December 31, 1996;
(b) The description of the Companys Common Stock
set forth under the caption Description of
Capital Stock in the Companys registration
statement on Form S-1 (Reg. No. 33-96110), which
description is incorporated by reference in
the Companys registration statement on Form 8-A
dated November 6, 1995 for the registration of
the Common Stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended
(the Exchange Act); and
(c) The Companys quarterly report on Form 10-Q for
the quarter ended March 31, 1997.
All reports and other documents subsequently filed by
the Company and the Plan pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a posteffective amendment to this registration
statement which indicates that all of the securities
offered hereby have been sold or which deregisters all
of such securities then remaining unsold, shall be
deemed to be incorporated by reference in this
registration statement and to be a part hereof from the
date of filing of such documents. Any
statement, including financial statements, 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 registration statement 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 such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of
Delaware
authorizes the Company to indemnify its directors and
officers under specified circumstances. The Restated
Certificate of Incorporation and Bylaws of the Company
provide that the Company shall indemnify, to the extent
permitted by Delaware law, its directors and officers
(and may indemnify its employees and agents) against
liabilities (including expenses, judgments, and
settlements) incurred by them in connection with any
actual or threatened action, suit, or proceeding to which
they are or may become parties and which arises out of
their status as directors, officers, or employees.
The
Company has entered into an agreement with each of
its directors which requires the Company to indemnify the
director to the extent permitted by Delaware law.
The Companys Restated Certificate of Incorporation
and Bylaws eliminate, to the fullest extent permitted by
Delaware law, liability of a director to the Company
or its
stockholders for monetary damages for a breach of
such directors fiduciary duty of care except for liability
where a director (a) breaches his or her duty of
loyalty to the Company or its stockholders, (b) fails to
act in good faith or engages in intentional misconduct or
knowing violation of law, (c) authorizes payment of an
illegal dividend or stock repurchase, or (d) obtains
an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies
such as injunctive relief or rescission remain available.
In addition, a director is not relieved of his
responsibilities under any other law, including the
federal securities laws.
The directors and officers of the Company are
insured within the limits and subject to the
limitations of the policies, against certain expenses in
connection with the defense
of actions, suits, or proceedings and certain
liabilities which might be imposed as a result of
such actions, suits, or proceedings, to which they are
parties by reason of being or having been such directors or
officers.
Insofar as indemnification by the Company for
liabilities
arising under the Securities Act may be permitted
to
directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, 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 Securities Act
and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits
The exhibits to this registration statement are listed
in the Exhibit Index which appears elsewhere herein and is
hereby incorporated by reference.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) 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 (the
Securities Act);
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
registration statement (or the most recent post
effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
forth in this registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii)
do not apply if the registration statement is on 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 Company pursuant to Section
13
or Section 15(d) of the Exchange Act that are incorporated
by
reference in this registration statement.
(2) That, for the purpose of determining any
liability
under the Securities Act, 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.
(3) 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.
(b) The Company hereby undertakes that, for purposes
of determining any liability under the Securities Act,
each filing of the Companys annual report
pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange Act)
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.
(c)-(g) Inapplicable.
(h) Insofar as indemnification for liabilities
arising
under the Securities Act may be permitted to
directors,
officers, and controlling persons of the Company pursuant
to the provisions described under Item 6 above 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer, or controlling person of the Company 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 Company 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 Securities
Act and will be governed by the final adjudication of such
issue.
(i)-(j) Inapplicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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 Chicago Heights, State of
Illinois, on July 29, 1997.
CFC INTERNATIONAL, INC.
By: /s/ Roger F.
Hruby
Roger F. Hruby
Chairman of the Board of
Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
CFC International, Inc., which administers the Plan, has duly
caused this registration statement to be signed on the Plans
behalf by the undersigned, thereunto duly authorized, in the
City of Chicago Heights, State of Illinois, on July 29, 1997.
CFC INTERNATIONAL, INC. EMPLOYEE
SAVINGS AND INVESTMENT PLAN
By: CFC INTERNATIONAL, INC.
Plan Administrator
By: /s/ Dennis
Lakomy
Dennis Lakomy,
Vice President, Chief
Financial Officer,
Secretary, and
Treasurer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
Roger F. Hruby, Dennis W. Lakomy, and Jeffrey E. Norby, and
each of them severally, acting alone and without the others,
his true and lawful attorney-in-fact with authority to execute
in the name of each such person and to file with the
Securities and Exchange Commission, together with any exhibits
thereto and other documents therewith, any and all amendments
(including post-effective amendments) to this registration
statement necessary or advisable to enable the registrant to
comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may
make such other changes in the registration statement as the
aforesaid attorney-in-fact executing the same deems
appropriate, and any filings pursuant to Rule 462(b) under the
Securities Act of 1933, as amended.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities indicated on July 29,
1997.
Signature Title
Principal Executive Officer:
/s/ Roger F. Hruby
Chairman of the Board of Directors and
Roger F. Hruby Chief Executive Officer
Principal Financial Officer:
/s/ Dennis W. Lakomy Vice
President, Chief Financial Officer,
Dennis W. Lakomy Secretary, and Treasurer
Principal Accounting Officer:
/s/ Jeffrey E. Norby
Controller
Jeffrey E. Norby
A Majority of the Directors:
/s/ Roger F.
Hruby Director
Roger F. Hruby
/s/ William G.
Brown Director
William G. Brown
/s/ Rober J.
DuPriest Director
Robert J. DuPriest
/s/ Dennis W. Lakomy
Director
Dennis W. Lakomy
/s/ Richard
Pierce Director
Richard Pierce
/s/ David D.
Wesselink
Director
David D. Wesselink
CFC INTERNATIONAL, INC.
Exhibit Index
Exhibit
Number Description of Exhibit
4.1 Restated Certificate of
Incorporation of the Company
(incorporated by reference to Exhibit
3.1 to the Companys registration
statement on Form S-1, Registration No.
33-96110)
4.2 Amended and Restated Bylaws of the
Company (incorporated by reference to
Exhibit 3.2 to the Companys registration
statement on Form S-1, Registration No.
3396110)
4.3 Specimen certificate representing
shares of Common Stock (incorporated by
reference to Exhibit 4.1 to the Companys
registration statement on Form
S-1, Registration No. 33-96110) 4.4 Internal
Revenue Service determination letter for the
Plan 23.1 Consent of Price Waterhouse LLP
27.1 Powers of Attorney (included on the
signature page of this registration statement)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in this registration statement on Form S-8 of our report
dated
February 7, 1997, which appears on page 23 of the
CFC International, Inc. Form 10-K for the year ended
December 31, 1996.
PRICE WATERHOUSE LLP
Chicago, Illinois
July 30, 1997
