S3.DOC
As filed with the Securities and Exchange Commission on
March 6, 1998
Registration
No. 333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________
CFC INTERNATIONAL, INC.
(exact name of Registrant as specified in its
charter) ______________
Delaware
363434526
(State or other jurisdiction of (I.R.S.
Employer incorporation or organization)
Identification No.)
500 State Street
Chicago Heights, Illinois 604114086
(708) 8913456
(Name, address, including zip code, and telephone number,
including area code, of Registrants principal
executive offices)
______________
Roger F. Hruby
Chairman of the Board, Chief Executive Officer, and
President
CFC International, Inc.
500 State Street
Chicago Heights, Illinois
60411
4086 (708) 8913456
(Name, address, including zip code, and
telephone number, including
area code, of agent for
service)
Copy to:
D. Mark McMillan, Esq.
Bell, Boyd & Lloyd
70 West Madison Street
Chicago, Illinois
60602 (312) 372
1121
______________
Approximate date of commencement of proposed sale to
the
public: From time to time after this Registration
Statement
becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box.
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act
registration
statement number of the earlier effective registration
statement for the same offering.
If this Form is a posteffective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number
of
the earlier
effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.
______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Amount to Offering Aggregate Amount
of
Class of be Price Offering
Registrati
Securities to be Registered Per Share Price (1) on Fee
(1)
Registered (1)
Common Stock, 214,286 $14.00 $3,000,000 $885.00
$.01 par value
(1) Calculated in accordance with Rule 457(g)
based
on
the conversion price of the common stock to be issued
upon conversion of the Note.
______________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further
amendment which specifically
states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Subject to Completion, Dated March 6, 1998
PROSPECTUS
214,286 Shares
CFC INTERNATIONAL, INC.
Common Stock
______________
This Prospectus covers 214,286 shares (the Shares)
of common stock, par value $.01 per share (the Common
Stock), of CFC International, Inc. (the Company),
issuable to the Selling
Stockholder upon the conversion of a 6% Convertible
Subordinated Note due 2006 (the Note). The Common Stock
issuable upon the conversion of the Note may be offered and
sold from time to time for the account of the person
identified herein under the heading Selling Stockholder and
any other person who obtains the right to sell the Shares
hereunder (the Selling Stockholder). See Selling
Stockholder and Plan of Distribution. The Company will
receive no part of the proceeds of any sales of the Shares.
The distribution of the Shares by the Selling
Stockholder may be effected from time to time in one or more
transactions on the National Market tier of The Nasdaq
Stock Market (Nasdaq)
(which may involve block transactions), in special offerings,
in negotiated transactions, or otherwise, and at market
prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated
prices. The Selling Stockholder may engage one or more
brokers to act
as principal or agent in making sales, who may receive
discounts or commissions from the Selling Stockholder in
amounts to be negotiated. The Selling Stockholder and any
such brokers may be deemed
underwriters under the Securities Act of 1933, as amended
(the Securities Act), of the Shares sold.
The Common Stock is traded on Nasdaq under the
symbol CFCI. On March 4, 1998, the closing sale price
of the Common
Stock on Nasdaq, as reported in The Wall Street Journal,
was $11.00 per share.
See Risk Factors at page 4 of this Prospectus for
a discussion of certain factors that should be
considered by prospective investors in the Common Stock.
______________
No person has been authorized to give any information
or to make any representation not contained in this
Prospectus and, if given or made, such information or
representation must not be relied upon as having been
authorized by the Company. This Prospectus does not
constitute an offer of any securities other than the
registered securities to which it relates or an offer to any
person in any jurisdiction where such offer would be
unlawful. The delivery of this Prospectus at any time does
not imply that information herein is correct as of any
time
subsequent to its date.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY
THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
The date of this Prospectus is March _____, 1998
TABLE OF CONTENTS
Page Available Information
2
The Company
3
Recent Developments of the Company
4
Risk Factors
4
Selling Stockholder
7
Plan of Distribution
7
Experts
8
Documents Incorporated by Reference
8
AVAILABLE INFORMATION
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).
Reports, registration statements, proxy statements and other
information filed by the Company with the Commission can
be
inspected and copied at the public
reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commissions Regional
Offices, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and 7 World Trade Center, New York, New
York 10048. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and
information statements, and other information
regarding
registrants, such as the Company, that file electronically
with the Commission
The Company has filed a registration statement on Form
S3 (the Registration Statement) with the Commission under
the Securities Act in respect of the Shares of Common Stock
offered hereby. For purposes hereof, the term Registration
Statement means the initial Registration Statement and
any and all amendments thereto. This
Prospectus omits certain information
contained in the Registration Statement as permitted by the
rules and regulations of the Commission. For further
information with respect to the Company and the Shares of
Common Stock offered hereby, reference is made
to the Registration Statement,
including the exhibits thereto. Statements herein concerning
the contents of any contract or other document are not
necessarily complete, and in each instance reference is made
to such contract or other document filed with the Commission
as an exhibit to the Registration Statement, or otherwise,
each such statement being qualified by, and subject to,
such reference in all respects. The Registration
Statement and the exhibits thereto
can be
inspected and copied at the Commissions public
reference facilities referred to above.
Unless the context otherwise requires, references in
this Prospectus to the Company means CFC International, Inc.
and its consolidated subsidiaries.
The Company
The Company formulates, manufactures, and sells
chemicallycomplex, multilayered functional coatings which
provide superior performance under a wide range of
operating conditions. The Company applies its proprietary
coatings to rolls of plastic film from which its customers
transfer the coatings to their products for protective and
informative purposes. The Company produces five primary
types of coating products: printed coatings such as
simulated wood grains for furniture; pigmented coatings used
on pharmaceutical products such as intravenous solution
bags; security products such as magnetic stripes and
signature panels for credit cards; other pigmented and
simulated metal coatings used on products such as
beverage cases and cosmetics; and holographic products
such as authentication seals. The Company
utilizes its patented computergenerated dot matrix process
to create unique and costeffective holographic art
origination and to produce holograms used principally to
certify and protect the authenticity of proprietary products
and documents susceptible to counterfeiting or tampering.
The Company is a leading supplier in many of the worldwide
markets it serves.
The Companys coatings are produced by milling
pigments, solvents, and resins into proprietary formulations
which combine
multiple layers of custom inks designed to react with each
other to create a composite solid coating that is applied to
customers products. The coatings are produced with a
wide range of physical and chemical characteristics and
in
a broad array of colors, patterns, and surface finishes
which are designed to meet specific customer functional
requirements. The Companys
research and development capabilities enable it to
create
products specially tailored to meet the unique requirements
of particular customers, such as resistance to specific
chemicals or abrasion, and to satisfy exacting design
criteria, such as sophisticated overt and covert
(conspicuous and hidden) holograms and simulated woodgrain
and other patterns. Through the use of the Companys
products, its customers are also able to
address
many of the problems manufacturers confront in complying
with increasingly restrictive environmental laws and
regulations because it avoids the use of liquid solvents
and adhesives otherwise needed to apply coatings to their
products.
A principal market that the Company serves is
printed
coatings for engineered wood products (Engineered Board)
used to produce readytoassemble (RTA) furniture, kitchen
cabinets, mobile home interiors, valuepriced furniture,
and picture
frames. The Companys coatings are designed to match or
improve
on the appearance, texture, durability, and scratch,
moisture, and stain resistance of natural or painted wood.
The Company is one of only two significant suppliers of
printed coatings for the Engineered Board market. This
market is growing
rapidly
throughout the world as the environmental problems
associated with paints and stains and the cost and
environmental
consequences of using solid wood are becoming more
significant. Sales of products in this market represented
approximately 38.0%
of the Companys net sales in 1997.
Another significant market for the Companys products
is heat transfer printing for intravenous solution bags and
other medical
supplies. The Companys products provide the
pharmaceutical industry with a reliable, environmentally
safe method of conveying crucial medical information on
surfaces on which printing is difficult. The Companys
coatings for this market are used on FDA approved products
and are able to survive the sterilization process without
degradation. The Company is one of the most significant
suppliers to this stable and growing market and is the sole
supplier to Baxter Healthcare Corporation for these products.
Sales of products in this market represented approximately
19.1% of the Companys net sales in 1997.
The Company is also focusing its efforts on the market
for security products for transaction cards, which include
credit cards, debit cards, identification cards, and ATM
cards. The
Company manufactures chemically reactive signature panels
and multicoercivity magnetic stripes for transaction cards
and other documents and abrasion resistant tipping foils
used to highlight the embossed lettering of transaction
cards. The Companys products are used by customers, such
as
MasterCard, VISA, and Diners Club International, to enhance
the security and processing speed of transaction cards.
Through its acquisition of Northern Bank Note Company in
September 1997, the Company has entered the financial
security printing business. The Company is now able to
manufacture stock certificates, gift certificates, and
other intaglia printed security documents. Sales of security
products represented approximately 16.0% of the Companys
net sales in 1997.
The Company is one of the leading designers and
producers of holograms, which are used to protect and
authenticate brand name software and merchandise,
transportation and event tickets, and other similar
applications requiring protection against unauthorized
copying or counterfeiting. The Company, together with its
joint venture partner, is one of only a few companies
worldwide with the ability to serve all stages of the
hologram production process, from design to manufacturing,
and is the sole supplier to Intel Corporation (Intel) of
holograms used to authenticate all Intel products,
including the Pentiumr microprocessor computer chip.
Sales of products in this market represented approximately
13.4% of the Companys net sales in 1997.
The Company also serves a variety of other consumer
and industrial markets that take advantage of the special
functional capabilities of the Companys coatings. These
markets include the automobile battery and cosmetics
markets, which require acid and solvent resistant markings,
and the consumer electronics and appliances markets, which
require special surface durability and resistance to
ultraviolet light degradation.
The Companys products are sold to more than 5,000
customers worldwide. The Company generated approximately
30.7% of its 1997 revenues from sales outside the United
States and has sales, warehousing, and finishing operations
in The United Kingdom and Japan. The Companys margins
and operating income result from the Companys proprietary
technologies and from the Companys focus on quality.
The Company received the International Standards
Organization (ISO) 9001 registration in June 1995, which
provides assurance to the Companys customers that the
Companys quality systems are consistently capable of
providing products that meet the customers requirements.
The Company successfully completed its first ISO 9001
surveillance audit in May 1996. The Company has
demonstrated its commitment to quality by providing
zerodefect products to its largest single customer, Baxter
Healthcare Corporation, since successful institution by the
Company in 1989 of the Phillip Crosby Total Quality
Management (TQM) Program.
The Companys executive offices are located at 500
State Street, Chicago Heights, Illinois 60411 and its
telephone number is (708) 8913456.
Recent Developments of the Company
On September 3, 1997, the Company, through its wholly
owned subsidiary CFCNorthern Bank Note Company, L.L.C.,
acquired substantially all of the assets and assumed
substantially all of the liabilities of Northern Bank
Note Company, an Illinois corporation (NBN). NBN was a
leading financial security printer of stock certificates
and intanglia printed documents. As consideration for this
acquisition, the Company issued 17,000 shares of its Common
Stock, issued the Note, issued a shortterm note in the
principal amount of $1,500,000 which was paid in full on
September 4, 1997 and paid $258,300 in cash.
RISK FACTORS
In addition to the other information in this Prospectus,
the following factors should be considered carefully in
evaluating an investment in the Shares of Common Stock
offered by this Prospectus.
Reliance on Significant Customers. The Company and
its predecessor have provided transferable coatings to
Baxter Healthcare Corporation and its predecessors since
1976 and the Company is currently the exclusive provider
of transferable coatings to Baxter pursuant to an agreement
which expires in February, 2001. That agreement requires
the
Company to supply all of Baxters needs for transferable
coatings at specified prices which may be adjusted to
reflect changes in certain of the Companys costs. For
the years ended December 31, 1995, 1996, and 1997,
sales to
Baxter accounted for 13.3%, 12.4%, and 12.9%,
respectively, of the Companys net sales. Most of the
Companys sales, including sales to other significant
customers, are not made pursuant to longterm contracts.
The Company is the exclusive provider to Sauder
Woodworking (Sauder) of simulated woodgrain and other
printed transferable coatings
for use on Engineered Board products. Sales to Sauder are
also made on a purchase order basis and, consistent with
Sauders policies, the Company does not have a longterm
supply or exclusive provider agreement with Sauder. For
the years ended December 31, 1995, 1996, and 1997, sales
to Sauder accounted for 3.3%, 3.0%, and 3.5% of the
Companys net sales, respectively. The loss of either
of the above
customers could have a material adverse effect on the
Companys results of operations.
Reliance on New Product Development. As
technological advancements are made in the product
requirements of the
Companys customers, the Company must continue to develop
new products to keep pace with such advancements. The
Company must also keep pace with the abilities of its
competitors and counterfeiters of the Companys products
and those of its customers. The inability of the Company
to develop new products may impair not only the Companys
growth, but also its ability to continue to service existing
accounts. There can be no assurance that the Company will
be able to develop such products on a
timely basis, or at all, or that the Company will have
the financial resources needed to adequately fund new
product
research.
Dependence on Proprietary Technology. The Companys
success is heavily dependent upon proprietary formulas and
technology that the Company has developed, in addition to
patents that have been issued to the Company. While the
Company has
adopted
procedures to maintain the trade secrecy of such know
how, including employee nondisclosure agreements, there
can be no assurance that the Companys competitors will not
be able to develop similar or better technology, that the
Company will be able to maintain its trade secrets, nor
that such employee nondisclosure agreements will be
enforceable or will effectively prevent disclosure of the
Companys confidential information.
Competition. The specialty transferable coatings
business in which the Company competes is highly competitive
and can be
expected to remain that way. The Company competes with
several
firms in each of its market niches, although no one firm
competes directly in all markets in which the Company has
focused its efforts.
Competing firms vary in size and in geographical
coverage. Furthermore, many of the Companys competitors
have
greater financial and management resources than the
Company. There can be no assurance that the Company will
be able to continue to compete successfully in its markets.
Risks Associated with Acquisitions. To date, the
operations of NBN have been successfully integrated with
the Company; however, the Selling Shareholder, who was the
president of NBN, has been instrumental in this
integration and is bound by an employment agreement with
the Company which will terminate on September 3, 1998.
There can be no assurance that the
Company
will be able to acquire other companies on terms favorable to
the Company. The Company encounters various risks
associated with
acquisitions, including possible environmental and
other regulatory
costs, goodwill amortization, diversion of
managements attention, and unanticipated problems
or
liabilities, some or all of which could have a material
adverse
effect on the Companys operations and financial performance.
Reliance on Key Personnel. The Company believes that
its continued success will depend to a significant extent
upon the efforts and abilities of certain senior management,
in particular those of Roger F. Hruby, Chairman of the
Board of Directors, Chief Executive Officer, and President
and Dennis W. Lakomy, Vice President and Chief Financial
Officer. The Company does not have employment agreements with
either of these individuals nor does the Company maintain
any key man life insurance policies.
The loss of the services of either of these individuals could
have a material adverse effect upon the Company.
Impact of Environmental Regulations. The
Companys
operations are subject to federal, state, and local
environmental laws and regulations that impose limitations on
the discharge of pollutants into the air and water and
establish standards for the treatment, storage, and disposal
of solid and hazardous
wastes.
While the Company has installed equipment and procedures
which result in controls the Company believes are
substantially in excess of those required for full
compliance with such laws and regulations, environmental
standards are continually evolving, including retroactively,
and there can be no assurance that the Companys
environmental controls will continue to meet new
standards, that the Company will not become subject to
liability for environmental remediation expenses, or that
the Company will have available to it the financial
resources needed to
address
any of such issues.
Exchange Rate Fluctuations and Foreign Sales.
Approximately 30.2% of the Companys net sales for the
fiscal year ended December 31, 1997, were made to European,
Pacific Rim, and other customers outside of the United
States and were made at prices based either on U.S. dollars
or foreign currencies. As a result, exchange rate
fluctuations can have a material effect on the total
level of foreign sales and the profitability of those
sales. Foreign sales are also subject to certain
other risks
over which the Company has no control, including
tariffs, governmental policies, and import restrictions.
Control by Principal Stockholder. As of December 30,
1997, Roger F. Hruby, Chairman of the Board of
Directors, Chief Executive Officer, and President,
beneficially owned 54.3% of the Companys outstanding
shares
of Common Stock,
including
approximately 518,170 shares of nonvoting Class B Common
Stock (the Class B Stock). In addition, Mr. Hruby owns an
option to purchase 534 shares (subject to antidilution
adjustments) of Voting Preferred Stock, par value $.01
per share (Voting Preferred Stock), which is entitled to
1,000 votes per share. If Mr. Hruby were to exercise this
option, he would be entitled to cast approximately 54.4% of
the votes entitled to be cast by the stockholders of the
Company. Mr. Hruby currently also has an irrevocable proxy
from certain of the Companys other current holders of
Common Stock to vote certain outstanding shares of Common
Stock which collectively represent 11.7% of
the
outstanding Common Stock. As a result, Mr. Hruby is able
to elect all of the members of the Companys Board of
Directors and exercise a controlling influence over the
business and affairs of the Company, including any
determinations with respect to mergers or other business
combinations, the acquisition or disposition of assets, the
incurrence of indebtedness, the issuance of
additional Common Stock or other equity securities, and
the payment of dividends with respect to the Common Stock.
By virtue of his controlling ownership, Mr. Hruby also has
the power to approve all matters submitted to a vote
of the Companys stockholders without the consent of
the Companys other
stockholders.
Shares Eligible for Future Sale. Approximately
4,542,428 shares of Common Stock, including 518,170 shares
issuable upon conversion of the outstanding Class B Stock
but excluding the Shares offered hereby, are eligible
for sale in the public market, subject to compliance
with an exemption from the registration requirements of
the Securities Act, such as Rule 144 or Rule 144A. No
predictions can be made as to the effect, if any, that
market sales of such shares or the availability of such
shares for sale will have on the market price for shares
of Common Stock prevailing from time to time. Sales of
substantial amounts of shares of Common Stock in the
public market could adversely affect the market price of
the Common Stock and could impair the Companys future
ability to raise capital through an offering of equity
securities.
Reliance on Single Manufacturing Facility. All of
the processes involved in the manufacturing of the
Companys
products, other than holographic art origination,
security
printing of stock certificates, and certain finishing
operations, are performed at the Companys facility in
Chicago Heights, Illinois. While the Company maintains
property and business interruption insurance, significant
damage to or destruction of that facility from fire, flood,
or other calamity could have a material adverse impact on
the
operations of the Company and the income provided thereby.
Absence of Dividends. The Company intends to retain
its earnings to finance its growth and for general corporate
purposes and therefore does not anticipate paying any cash
dividends in the foreseeable future. In addition, the
Companys revolving credit facility prohibits the payment of
cash dividends.
SELLING STOCKHOLDER
The following table sets forth certain information
regarding the ownership of Common Stock as of December 31,
1997 by the Selling Stockholder. Because
the Selling Stockholder
beneficially owns shares of Common Stock in addition to
the Shares and because such other shares of Common Stock may
be sold at any time and from time to time after the date
hereof, the total number of shares of Common Stock to be
owned by the Selling Stockholder after completion of this
offering assumes that none of such other shares
of Common
Stock are sold or otherwise
transferred.
Prior to After
Offering Offering
Shares Numb
Numbe Offered er
Name r Perce Hereby of
Perc
of nt Shar
ent
Share es
s
Peter A. 237,2 5.9% 214,286 23,0 *
Whiteside 86 00
__________________
*Represents less than 1%.
The name of the Selling Stockholder is set forth
above. This Prospectus may also be used by transferees,
assignees, distributees, and pledgees of the Selling
Stockholder. Peter Whiteside was formerly the President and
a Director of NBN and is currently employed by a whollyowned
subsidiary of the Company.
PLAN OF DISTRIBUTION
An aggregate of up to 214,286 Shares may be offered
pursuant to this Prospectus. The
Selling Stockholder may sell or
distribute some or all of the Shares from time to time
through underwriters, dealers, or brokers, or other agents or
directly to one or more purchasers in transactions (which may
involve crosses and block transactions) on Nasdaq, in
privately negotiated transactions, in the overthecounter
market, or in a combination of such transactions.
Such transactions may be effected by the
Selling Stockholder at market prices prevailing at the
time
of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed
prices, which may changed.
Brokers, dealers, agents, or underwriters participating in
such transactions as agent may receive compensation in the
form of discounts, concessions, or commissions from
the Selling
Stockholder (and, if they act as agent for the purchaser of
such Shares, from such purchaser). Such discounts,
concessions, or commissions as to a
particular broker, dealer, agent, or
underwriter might be in excess of those customary in the type
of transaction involved. This Prospectus also may be used,
with the Companys consent, by other persons acquiring Shares
and who wish
to offer and sell such Shares under circumstances requiring
or making desirable its use.
The Selling Stockholder and any such underwriters,
brokers, dealers, or agents that participate in such
distribution may be deemed to be underwriters within the
meaning of the Securities Act, and any discounts,
commissions, or concessions received by any such
underwriters, brokers, dealers, or agents might be deemed
to be underwriting discounts and commissions under the
Securities Act. Neither the Company nor the Selling
Stockholder can presently estimate the amount of such
compensation. The Company knows of no existing
arrangements between the Selling Stockholder and any
underwriter, broker, dealer, or other agent relating to the
sale or distribution of the Shares.
The Company will pay all expenses of filing the
Registration Statement and preparing and reproducing this
Prospectus. The Selling Stockholder will pay any selling
expenses, including brokerage commissions, incurred in
connection with its sale of any Shares covered by this
Prospectus. The Selling Stockholder may indemnify any
broker, dealer, agent, or underwriter that participates in
transactions involving sales of the Shares against
certain liabilities, including liabilities arising under the
Securities Act.
EXPERTS
The financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10K of CFC
International, Inc. for the year ended December 31,
1996 have been so
incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents and information heretofore filed
by the Company with the Commission are incorporated
herein by reference:
The Companys Annual Report on Form 10K for the year ended
December 31, 1996 (as amended on Form 10K/A dated April
29, 1997) (Commission File No. 027360).
The Companys Current Report on Form 8K dated September
25,
1997.
The Companys Quarterly Report on Form 10Q for the
quarters
ended March 31, 1997 (as amended on Form 10Q/A dated May
8, 1997), June 30, 1997, and September 30, 1997.
The description of the Companys Common Stock set forth
under the caption Description of Capital Stock_Common Stock
in the prospectus included is the Companys registration
statement on Form S1 (Reg. No. 3396110), which description
is incorporated by reference in the Companys registration
statement on Form 8A dated November 6, 1995 for the
registration of the Common Stock under Section 12(g) of the
Exchange Act.
Each document filed by the Company pursuant to Section
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 Common Stock pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus
and to be a part
of this Prospectus from the date of filing of such document.
Any statement contained in this Prospectus or in a
document
incorporated or deemed to be incorporated by reference in
this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and
this Prospectus to the extent that a statement contained in
this Prospectus or in any subsequently filed document
that also is or is deemed to be incorporated by
reference in this
Prospectus 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 the
Registration Statement or this Prospectus.
The Company will provide without charge to each person
to whom this Prospectus is delivered, upon the written
or oral request of any such person, a copy of any or all of
the documents that are incorporated by reference in this
Prospectus, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference
into such documents). Requests should be directed to CFC
International, Inc., 500 State Street, Chicago Heights,
Illinois 60411, Attention: Secretary, telephone (708)
8913456.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated
expenses, all of which are to be borne by the Company, in
connection with the registration, issuance and
distribution of the securities being registered hereby.
All amounts are estimates except the
Commission registration fee.
Commission registration fee
$$885.00 Legal fees and expenses
$10,000.00
Accounting fees and expenses
$5,000.00
Miscellaneous
$4,115.00
Total
$$20,000
.00
Item 15. 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 16. Exhibits
A list of exhibits included as part of this
registration statement is set forth in the Exhibit Index
appearing elsewhere herein and is incorporated by this
reference.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a posteffective amendment
to this
registration statement:
(i) To include any prospectus required by
Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or
events arising after the effective date of
the
registration statement (or the most recent
posteffective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in
the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value
of securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth
in the Calculation of Registration Fee table in the
effective registration statement; and
(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 (a)(1)(i) and
(a)(1)(ii) of this section do not apply if 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 Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the 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
posteffective amendment any of the securities being
registered which remain unsold at the termination of the
offering. (b) The undersigned Registrant hereby
undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities
arising under the Securities Act 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 Securities 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.
Signatures
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S3 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 March 6, 1998.
CFC INTERNATIONAL, INC.
By:/s/ Roger F. Hruby
Roger F. Hruby
Chairman
of the Board of Directors,
Chief
Executive Officer and
President
Power of Attorney
Each person whose signature appears below hereby
appoints
Roger F. Hruby and Dennis W. Lakomy, and each of them
severally, acting alone and without the other, his or her
true and lawful attorneyinfact 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 attorneyin
fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by
the following
persons in the capacities indicated on March 6, 1998.
Signature Title
Principal Executive Officer:
/s/ Roger F. Chairman of the Board
of
Hruby Directors, Chief
Executive
Roger F. Hruby Officer, and President
Principal Financial Officer:
/s/ Dennis W. Vice President, Chief
Financial
Lakomy Officer
Dennis W. Lakomy Secretary, Treasurer,
and Director
Principal Accounting Officer: Controller
/s/ Jeffrey E.
Norby
Jeffrey E. Norby
Signature Title
A Majority of the Directors:
/s/ Roger F.
Director
Hruby
Roger F. Hruby
/s/ William G.
Director
Brown
William G. Brown
/s/ Dennis W.
Director
Lakomy
Dennis W. Lakomy
/s/ Richard
Director
Pierce
Richard Pierce
/s/ David D.
Director
Wesselink
David D. Wesselink
/s/ Robert
Director
Covalt
Robert Covalt
EXHIBIT INDEX
Exhibit
Numbers
3.1 Restated Certificate of Incorporation of the
Company
(incorporated by reference to Exhibit 3.1
to the Companys Registration Statement on
Form S1, Registration No. 3396110).
3.2 Amended and Restated Bylaws of the
Company
(incorporated by reference to Exhibit 3.2
to the Companys Registration Statement on
Form S1, Registration No. 3396110).
4.1 Specimen Certificate Representing Shares of
Common
Stock (incorporated by reference to Exhibit
4.1 to the Companys Registration Statement on
Form S1, Registration No. 3396110).
5.1 Opinion of Bell, Boyd & Lloyd as to legality
of
the
common stock.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Bell, Boyd & Lloyd (included in
Exhibit
5.1).
24.1 Powers of Attorney (included on the signature
page
of this Registration Statement).
EXHIBIT
23.1
[LETTERHEAD OF PRICE WATERHOUSE LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Prospectus constituting part of this Registration
Statement on Form S3 of our report dated February 7, 1997
appearing on page 23 of CFC International, Inc.s Annual
Report on Form 10K for the year ended December 31,
1996. We also consent to the reference to us under the
heading Experts in such Prospectus.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 6, 1998
EXHIBIT
5.1
[LETTERHEAD OF BELL, BOYD & LLOYD]
March 6, 1998
CFC International, Inc.
500 State Street
Chicago Heights, Illinois 60411
Registration Statement on Form S3
Ladies and Gentlemen:
We have represented CFC International, Inc., a Delaware
corporation (the Company), in connection with the preparation
of a registration statement on Form S3 (the Registration
Statement) filed under the Securities Act of 1933, as amended
(the Act), for the purpose of registering under the Act
214,287 shares of common stock, par value $.01 per share (the
Common Stock), of the Company (the Shares). In this
connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such
documents, corporate and other records, certificates and
other papers, including the Registration Statement and
pertinent resolutions of the board of directors of the
Company, as we deemed it necessary to examine for the purpose
of this opinion.
Based upon such examination, it is our opinion that the
Shares are legally issued, fully paid, and nonassessable
shares of Common Stock of the Company.
We consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do
not admit that we are within the category of persons whose
consent is required by Section 7 of the Act.
Very truly yours,
/s/ Bell, Boyd & Lloyd
Bell, Boyd & Lloyd
Prepared by: Naima K. Walker
Approved by: D. Mark McMillan
Second Partner Approval by: Kevin J.
McCarthy
