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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 19, 1999
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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)
Registrant's telephone number, including area code: (708) 891-3456
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Item 2. Acquisition Or Disposition Of Assets.
On March 19, 1999, (the "Closing Date"), a wholly-owned subsidiary of
the Registrant acquired the partnership interest of Oeserwerk Ernst Oeser &
Sohne KG, and its subsidiaries ("Oeser") pursuant to an Asset Purchase Agreement
("Agreement") dated as of March 19, 1999, as Oeser has been operating as a
Limited Partnership since 1936. On March 23, 1999 the Agreement was signed
and the terms were fulfilled. The purchase price for the acquired assets was
as a result of arms length negotiations among unrelated parties.
At the Closing Date, consideration for the assets acquired consisted of
a cash payment of $3.4 million, assumption of $3.1 million of accounts payable
and other scheduled liabilities, bank debt of $9.8 million and 100,000 shares of
CFC International, Inc. common stock valued at $950,000. The purchase price was
paid at closing. The cash paid for the assets purchased was made from available
cash reserves.
The acquired assets included the inventory, receivables, land,
building, machinery and equipment along with warehouse and distribution
facilities located near Paris, France and Milan, Italy. The Registrant has
continued to operate such facilities subsequent to the closing, but intends to
sell the Italian operations.
Item 7. Financial Statements And Exhibits.
(a) Financial statements of businesses acquired.
It is impractical at this time to provide the financial
information as required by the Item 7. (a). In accordance with Item 7.
(a) (4) of Form 8-K, audited financial information will be filed by
amendment to this Form 8-K as soon as practical.
(b) Proforma financial information.
It is impractical at this time to provide the pro forma financial
information required by this Item 7. (b). In accordance with Item 7. (b)
of Form 8-K, pro forma financial information will be filed by amendment
to this Form 8-K as soon as practical.
(c) Exhibits.
Exhibit
Number Description
2.1 Asset Purchase Agreement dated March 19, 1999.
2.2 Press Release dated March 23, 1999.
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SIGNATURES
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.
CFC INTERNATIONAL, INC.
By: /s/ Dennis Lakomy
Dennis Lakomy
Vice President and Chief Financial Officer
Dated: April 1, 1999
Contact: Dennis Lakomy Release Date: Immediate
Chief Financial Officer
(708) 757-2803
CFC INTERNATIONAL ANNOUNCES CLOSING OF
OESERWERK KG ACQUISITION
Chicago Heights, Illinois, March 23, 1999 - Specialty chemical coatings
manufacturer, CFC International, Inc. (Nasdaq: CFCI) today reported it has
completed the previously announced acquisition of specialty chemical coatings
company, Oeserwerk KG. In a transaction funded by a combination of cash, stock
and assumption of debt, CFC acquired 100 percent ownership of the German-based
company.
Specific financial terms of the agreement were not disclosed, but CFC
expects the acquisition will bring in excess of $20 million in annual sales to
its current business. The cash portion of the purchase has been financed through
the Company's revolving credit agreements.
"This acquisition brings us significantly closer to our goal of
becoming a $100 million specialty chemical coatings company," said Roger Hruby,
CFC's Chairman and CEO. "We anticipate we will recognize a number of synergies
across the combined business, including the ability to leverage CFC's
proprietary technology with Oeserwerk's production capacity and established
customer base to increase the functionality and value of our products."
With an expectation of gradually improving margins and a relatively
attractive cost of financing, CFC expects the acquisition to be accretive to
earnings in its first full year as part of the Company.
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"This acquisition will allow us to broaden our global reach, as our
international business is expected to grow to approximately 40 percent of total
sales, compared to 30 percent of total sales in 1998," said Mr. Hruby. "In
addition, we expect to realize significant savings in overall production and
distribution costs, without jeopardizing the high-quality products our customers
have come to expect from CFC International."
Oeserwerk is a leading specialty chemical coatings manufacturer
headquartered in Goppingen, Germany. Oeserwerk currently produces coatings for
the pigmented and simulated metal markets. In addition, Oeserwerk has production
capabilities that can be applied to signature panel and magnetic stripe products
in CFC's Security Products line, as well as to applications in the Company's
Pharmaceutical and Printed Product lines, helping to expand these areas of the
business. CFC's technology and functionality are expected to help increase
margins in Oeserwerk's current businesses.
Headquartered in Chicago Heights, Illinois, CFC International is a
market leader in the design, manufacture and marketing of specialty functional
coatings and intaglio printing that adds value to a wide variety of industrial
and consumer products. The Company operates facilities in Chicago Heights and
Countryside, Illinois; Ventura, California; London, England; and Tokyo, Japan.
The Company had sales of $51.0 million in 1998.
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The forward-looking statements made in this press release, which
reflects management's best judgment based upon factors currently known, involve
risks and uncertainties. These factors include, among other things: continuation
of market growth trends; reliance on a single manufacturing facility; reliance
on key personnel; control by the principal shareholder; the Company's reliance
on significant customers; the Company's ability to develop new products and
protect the proprietary formulae and technology related to its products; the
Company's ability to be competitive with other producers of specialty
transferable coatings and alternative products; fluctuations in foreign currency
exchange rates and their impact on the level and profitability of foreign sales;
and general economic conditions as they may impact the Company's customers.
Actual results may vary materially.
