UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CFC International, Inc..
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
125252-10-6
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(CUSIP Number)
D. Mark McMillan,
Bell, Boyd & Lloyd,
70 West Madison Street, Suite 3300,
Chicago, Illinois 60602
312/372-1121
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 19, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
13D
CUSIP No. 125252-10-6
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger F. Hruby
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2
(a)
(b)
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
Not applicable.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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- --------------------- ----- -------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
2,374,131 Shares
SHARES
NUMBER OF
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SHARED VOTING POWER
BENEFICIALLY 8
0 Shares
OWNED BY
OWNED BY
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SOLE DISPOSITIVE POWER
EACH 9
1,947,171 Shares
REPORTING
PERSON
-------------------------------------------------
-----
SHARED DISPOSITIVE POWER
PERSON 10
0 Shares
WITH
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,374,131
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
59.3%
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TYPE OF REPORTING PERSON
14
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of CFC
International, Inc. (the "Company") which has its principal executive office at
500 State Street, Chicago Heights, Illinois 60411.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Roger F. Hruby ("Mr. Hruby"). Mr.
Hruby is the Chairman of the Board of Directors and Chief Executive Officer of
the Company. Mr. Hruby's business address is 500 State Street, Chicago Heights,
Illinois 60411. Mr. Hruby is a citizen of the United States of America.
During the past five years, Mr. Hruby has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction pursuant to which he was or is, as a result of such
proceeding, subject to a judgment, decree of final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Immediately after the closing on November 22, 1995 of its initial
public offering of 1,200,000 shares of Common Stock (the "Initial Public
Offering"), Mr. Hruby beneficially owned 2,699,147 shares of Common Stock, which
ownership has been previously reported on Schedule 13G by Mr. Hruby. This amount
included (i) 1,130,884 shares owned by Mr. Hruby prior to the Initial Public
Offering, (ii) 29,005 shares of Common Stock issued to Mr. Hruby immediately
prior to the Initial Public Offering in exchange for his minority interests in
the Company's subsidiaries, (iii) 1,005,231 shares of Common Stock owned by RFH
Investments, L.P., of which Mr. Hruby is the managing partner, and (iv) 534,027
shares of Common Stock beneficially owned by Mr. Hruby pursuant to an
irrevocable proxy from Dennis W. Lakomy, Vice President, Chief Financial
Officer, and a director of the Company, Robert J. DuPriest, the former
President, Chief Operating Officer and a director of the Company, and William G.
Brown, a director of the Company, for shares Mr. Lakomy, Mr. DuPriest, and
members of Mr. Brown's family owned immediately prior to the Initial Public
Offering.
Subsequent to the closing of the Initial Public Offering, Mr. Hruby has
acquired 8033 shares of Common Stock in his 401(k) retirement plan. The 62,826
shares of Common Stock owned by Mr. DuPriest, and subject to an irrevocable
proxy held by Mr. Hruby, were repurchased by the Company on January 12, 1998 and
are no longer outstanding or beneficially owned by Mr. Hruby. In addition, Mr.
Hruby has acquired, pursuant to an irrevocable proxy dated January 19, 1999,
voting power with respect to 50,000 shares of Common Stock beneficially owned by
Richard L. Garthwaite, the President and Chief Operating Officer of the Company,
as discussed in Item 6 below.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Hruby acquired the shares of Common Stock beneficially owned by him
for the purpose of investment.
Mr. Hruby has no present plans or proposals which relate to or would
result in any of the following (although Mr. Hruby reserves the right to develop
such plans or proposals or any other plans relating to the Company and to take
action with respect thereto): (i) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (ii)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (iv) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (v) any material
change in the Company's business or corporate structure; (vi) any material
change in the present capitalization or dividend policy of the Company; (vii)
changes in the Company's certificate of incorporation, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (viii) causing a class of securities of
the Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Company, in its Quarterly Report on Form 10-Q dated November 10,
1998, reported that there were 3,953,123 issued and outstanding shares of Common
Stock as of October 31, 1998. Mr. Hruby currently beneficially owns 2,374,131
shares of Common Stock, representing approximately 59.3% of the issued and
outstanding number of shares of Common Stock (giving effect to the conversion of
all of the Class B Stock, as defined below, into Common Stock). This amount
includes (i) 982,777 shares of Common Stock owned by Mr. Hruby directly, (ii)
964,394 shares of Common Stock owned by RFH Investments, L.P., of which Mr.
Hruby is the managing general partner, and (iii) 521,201 shares of Common Stock
beneficially owned by Messrs. Lakomy and Garthwaite and members of Mr. Brown's
family for which Mr. Hruby holds an irrevocable voting proxy. The above amount
does not include 518,170 shares of Class B common stock, par value $.01 per
share, of the Company ("Class B Stock") owned by RFH Investments, L.P. The Class
B Stock is identical in all respects to the Common Stock except that it has no
voting rights and it is convertible on a one-for-one basis into Common Stock at
the option of the holder provided such holder is not a Hruby Family Member (as
such term is defined in the Company's Certificate of Incorporation), which
includes RFH Investments, L.P.
See Item 3 for additional information which may be required by this
Item 5. Except as described in Item 3, no transactions in Common Stock were
effected during the past 60 days by the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Hruby has an irrevocable voting proxy for 471,201 shares of Common
Stock beneficially owned by Mr. Lakomy and members of Mr. Brown's family. A
copy of the Irrevocable Proxy Agreement dated August 23, 1995 by and among
Messrs. Hruby, Lakomy, DuPriest, and the William Gardner Brown 1993 GST Trust is
attached hereto as Exhibit 1. Mr. Hruby also has an irrevocable voting proxy
for 50,000 shares of Common Stock beneficially owned by Mr. Garthwaite. A copy
of the Restricted Stock and Irrevocable Proxy Agreement dated January 19, 1999
by and among the Company, Mr. Hruby, and Mr. Garthwaite relating to such shares
is attached hereto as Exhibit 2.
See Items 2 and 3 for additional information which may be required by
this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
1. Irrevocable Proxy Agreement dated August 23, 1995
by and among Messrs. Hruby, Lakomy, DuPriest, and
the William Gardner Brown 1993 GST Trust
2. Restricted Stock and Irrevocable Proxy Agreement
dated January 19, 1999 by and among the Company,
Mr. Hruby, and Mr. Garthwaite
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January __, 1999 /s/ Roger F. Hruby
--------------------------
Roger F. Hruby
IRREVOCABLE PROXY AGREEMENT
This Voting Agreement (the "Agreement") is made and entered into August
23, 1995 by and among Roger F. Hruby ("Hruby") and the individuals and trust set
forth on the signature page hereof (collectively together with Hruby unless the
context otherwise requires, the "Stockholders" and individually a
"Stockholder").
Recitals
Hruby and the other Stockholders desire to provide for the manner in
which the shares of common stock, $.01 par value per share ("Common Stock"), of
CFC International, Inc., a Delaware corporation (the "Company"), owned by the
Stockholders will be voted.
Covenants
NOW THEREFORE, for good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Proxy and Directive.
1.1 Proxy. Each of the Stockholders on his or its own behalf agrees to
and does hereby grant to Roger F. Hruby, personally, pursuant to the provisions
of Section 212 of the Delaware General Corporation Law, an irrevocable proxy to
vote, or to execute and deliver written consents or otherwise act in the
capacity of a stockholder with respect to, all shares of voting securities now
owned by such Stockholder to the same extent and with the same effect as the
Stockholder might or could do under any applicable laws or regulations governing
the rights and powers of stockholders of a Delaware corporation on any subject
on which the stockholders of the Company shall have a right to vote or otherwise
take action.
1.2 Voting. This Proxy and Directive shall constitute an order to the
record owner and any other person authorized to vote any shares to which the
Proxy and Directive applies requiring such record owner or other person to
execute and delivery appropriate proxies and consents as Hruby shall have
directed to them in writing.
1.3 Proxy With Interest. Each of the undersigned Stockholders hereby
affirms that this Proxy and Directive is coupled with an interest and is
irrevocable.
2. Pledges, Donees and Assigns.
This Agreement (including without limitation the Proxy and Directive
contained herein) shall remain in full force and effect and be enforceable
against any pledgee, donee, transferee or assignee of the shares of Common Stock
of each Stockholder but shall terminate with respect to any shares sold in a
bona fide transfer to an unrelated third party and shall also terminate at the
death of Roger F. Hruby.
3. Miscellaneous.
3.1 Amendment and Modification. The parties hereto may amend, modify
and supplement this Agreement in such manner as may be agreed upon by them in
writing.
3.2 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, by operation of law or otherwise, by
any of the parties hereto without the prior written consent of the other party.
3.3 Headings. The descriptive headings in this Agreement are inserted
for convenience only and do not constitute a part of this Agreement.
<PAGE>
3.4 Execution in Counterpart. This Agreement may be executed in
counterparts each of which may deemed an original.
3.5 Notices. Any notice, request, information or other document to be
given hereunder to any of the parties by any other parties shall be in writing
and delivered personally or sent by Federal Express or other reliable courier,
transmitted by fax, or sent by registered or certified mail, postage prepaid, to
the intended recipient, at his address in the records of the Company. Any such
notice delivered personally shall be deemed to have been given on the date that
it is so delivered, and any notice delivered by other means referred to above
shall be deemed to have been given on the date it is received. Any party may
change the address to which notices hereunder are to be sent to it by giving
written notice of such change of address in the manner herein provided for
giving notice.
3.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed therein, without regard to the conflicts of laws principles
thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
/s/ Roger F. Hruby
______________________
Roger F. Hruby
/s/ Dennis W. Lakomy
______________________
Dennis W. Lakomy
/s/ Robert J. DuPriest
______________________
Robert J. DuPriest
Malcolm McDougal Brown and Richard C. Jelinek,
Trustees under Agreement dated December 1, 1991,
creating the William Gardner Brown GST Trust,
William Gardner Brown, Grantor
By /s/ Malcolm McDougal Brown
____________________________
Malcolm McDougal Brown, Trustee
By /s/ Richard C. Jelinek
_________________________
Richard C. Jelinek, Trustee
RESTRICTED STOCK AND IRREVOCABLE PROXY AGREEMENT
This Restricted Stock and Irrevocable Proxy Agreement (the
"Agreement") is made and entered into January 19, 1999 by and among CFC
International, Inc. a Delaware corporation (the "Company"), Roger F. Hruby
("Hruby") and Richard L. Garthwaite (the "Employee").
Recitals
The Employee has accepted a position as the Company's President and
Chief Operating Officer. In connection with his employment, the Company has
agreed to grant to him certain shares of common stock, $.01 par value per share
("Common Stock"), of the Company, subject to the terms and conditions and
restrictions set forth in this Agreement. At the same time, Hruby and the
Employee wish to provide for the manner in which such shares of Common Stock
will be voted.
Covenants
NOW THEREFORE, for good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Restricted Stock.
1.1 Grant. The Company hereby grants to the Employee an award of
restricted stock ("Restricted Shares") consisting of 50,000 shares of the
Company's Common Stock. Subject to the provisions of this Agreement, the
Restricted Shares shall vest in equal installments, 25% on the date of this
Agreement, 25% on the first anniversary hereof, 25% on the third anniversary
hereof and 25% on the fourth anniversary hereof.
1.2 Certificates and Legend. The grant shall be evidenced by four stock
certificates each representing 12,500 shares of Common Stock, which shall be
retained by the Company until the restrictions lapse or otherwise as hereinafter
set forth. The shares of Common Stock shall be registered in the name of the
Employee. Each such certificate shall bear a legend in the following form:
"The Shares of Common Stock of CFC International, Inc.
represented by this Certificate have not been registered under
the Securities Act of 1933, as amended (the "Act") and may not
be offered or sold unless registered or pursuant to an
exemption from registration under the Act and any applicable
state securities laws."
1.3 Restrictions. The Employee shall have all rights of a holder as to
the Restricted Shares, including the right to receive cash dividends, to
exercise rights, and to vote, subject to the provisions of this Agreement, such
shares of Common Stock and any securities issued upon the exercise of such
rights, subject to the following restrictions: (a) the Employee shall not be
entitled to delivery of a certificate representing such shares, including
certificates issued as a result of stock dividends paid, and any other such
securities issued upon the exercise of such rights, until such shares vest, (b)
none of the Restricted Shares may be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of prior to the time that such Restricted
Shares vest, and (c) any unvested Restricted Shares will be forfeited and all of
the Employee's rights to such unvested Restricted Shares will terminate without
further obligation on the part of the Company if the Employee's employment with
the Company terminates except as provided in Section 1.5 hereof. Any shares of
Common Stock or other securities or property received with respect to such
Restricted Shares are subject to the same restrictions as the Restricted Shares.
1.4 Effect of Vesting. As the Restricted Shares vest, the restrictions
set forth in Section 1.3 above shall lapse as to the vested Restricted Shares,
and one or more certificates for the appropriate number of vested shares of
Common Stock shall be delivered to the Employee.
1.5 Employment Termination. If the Employee's employment is terminated
by the Company following a "Change in Control", any unvested Restricted Shares
shall immediately vest. Upon a termination of the Employee's employment for any
other reason, the Employee shall immediately forfeit all unvested Restricted
Stock granted hereunder. For purposes of this Agreement, a Change in Control
shall mean the acquisition of at least 50.1% of the power to vote for directors
of the Company by any person other than Roger F. Hruby, his affiliates or
members of his family. If, following a Change in Control, the Employee resigns
from the Company as the result of a significant decrease in the nature or scope
of the Employee's authority or duties, a reduction in his compensation or a
Company requirement that he relocate, the resignation shall be treated as a
termination and any unvested Restricted Shares shall immediately vest.
1.6 Tax Matters. The Company understands that under existing federal
tax law (i) no income will be recognized to the Employee at the time of the
grant of the Restricted Shares except with respect to the 25% of the Restricted
Shares that vest on the date hereof and (ii) upon receipt by the Employee of the
shares of Common Stock covered by the grant following the expiration of or lapse
of the restrictions on Restricted Shares, Employee will be required to treat as
ordinary income the fair market value of the shares of Common Stock on the date
such shares are received by the Employee and the Company will be entitled to a
deduction equal to such amount. The Company may require the Employee to pay to
the Company, in such manner and under such conditions as the Company may
specify, an amount equal to the amount of tax the Company is required to
withhold as a result of the receipt of the shares of Common Stock by the
Employee.
2. Proxy and Directive.
2.1 Proxy. The Employee agrees to and does hereby grant to Roger F.
Hruby, personally, pursuant to the provisions of Section 212 of the Delaware
General Corporation Law, an irrevocable proxy to vote, or to execute and deliver
written consents or otherwise act in the capacity of a stockholder with respect
to, all of the Restricted Shares owned by the Employee, whether or not vested,
to the same extent and with the same effect as the Employee might or could do
under any applicable laws or regulations governing the rights and powers of
stockholders of a Delaware corporation on any subject on which the stockholders
of the Company shall have a right to vote or otherwise take action.
2.2 Voting. This Proxy and Directive shall constitute an order to the
record owner and any other person authorized to vote any shares to which the
Proxy and Directive applies requiring such record owner or other person to
execute and delivery appropriate proxies and consents as Hruby shall have
directed to them in writing.
2.3 Proxy With Interest. The Employee hereby affirms that this
Proxy and Directive is coupled with an interest and is irrevocable.
3. Pledges, Donees and Assigns.
This Agreement (including without limitation the Proxy and Directive
contained herein) shall remain in full force and effect and be enforceable
against any pledgee, donee, transferee or assignee of the shares of Common Stock
of the Employee but the provisions of Sections 2.1, 2.2 and 2.3 shall terminate
with respect to any shares sold in a bona fide transfer to an unrelated third
party and shall also terminate at the death of Roger F. Hruby.
4. Miscellaneous.
4.1 Amendment and Modification. The parties hereto may amend, modify
and supplement this Agreement in such manner as may be agreed upon by them in
writing.
4.2 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, by operation of law or otherwise, by
any of the parties hereto without the prior written consent of the other party.
4.3 Headings. The descriptive headings in this Agreement are inserted
for convenience only and do not constitute a part of this Agreement.
4.4 Execution in Counterpart. This Agreement may be executed in
counterparts each of which may deemed an original.
4.5 Notices. Any notice, request, information or other document to be
given hereunder to any of the parties by any other parties shall be in writing
and delivered personally or sent by Federal Express or other reliable courier,
transmitted by fax, or sent by registered or certified mail, postage prepaid, to
the intended recipient, at his address in the records of the Company. Any such
notice delivered personally shall be deemed to have been given on the date that
it is so delivered, and any notice delivered by other means referred to above
shall be deemed to have been given on the date it is received. Any party may
change the address to which notices hereunder are to be sent to it by giving
written notice of such change of address in the manner herein provided for
giving notice.
4.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed therein, without regard to the conflicts of laws principles
thereof.
4.7 Complete Agreement. The terms and conditions contained in this
Agreement constitute the sole obligations of the Company as to the subject
matter hereof, superseding any and all prior written and prior or
contemporaneous oral agreements of understandings.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CFC INTERNATIONAL, INC.
By:
Title:
/s/ Roger F. Hruby
Roger F. Hruby
/s/ Richard L. Garthwaite
Richard L. Garthwaite
