UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 15, 2005
MACDERMID, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 1-13889 06-0435750
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION ) FILE NUMBER) IDENTIFICATION NO.)
1401 BLAKE STREET, DENVER, COLORADO 80202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (720) 479-3060
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Board of Directors has voted to modify the Company's 401-k/Employee Stock
Ownership Plan (the "Plan") to remove certain restrictions on transfer that had
been placed on certain shares of MacDermid common stock held in the Plan. Before
February, 18, 2005, shares of MacDermid common stock held in the Employee Stock
Ownership portion of the Plan could not be transferred to other investments or
sold until the participant first reached the age of 55 or left the Company. As
of February 18, 2005, shares held by participants in the Employee Stock
Ownership portion of the Plan, except for shares provided by the Company match,
will be available to transfer to other investment vehicles in the Plan after
such shares have been held by the participant for at least 3 years. On February
18, 2005,514,000 shares of MacDermid common stock held in the Plan that
previously bore restrictions on transfer will be available for participants to
transfer to other investment vehicles offered in the Plan if participants choose
to do so. A copy of the resolution passed by MacDermid's Board of Directors is
attached hereto as Exhibit 99.1. The Board has taken this action in order to
provide participants in the Plan additional choice in determining their
investment decisions while at the same time considering the Company's goal of
promoting share ownership in the Company among its employees through the
Employee Stock Ownership portion of the Company's 401-k Plan.
Pursuant to instruction B.6 of Form 8-K, the information contained in this
report shall not be deemed to be "filed" with the Securities and Exchange
Commission for the purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Board of Directors Resolution regarding changes to the MacDermid,
Inc. Employee
Stock Ownership Plan.
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 thereunto duly authorized.
MacDermid, Incorporated
(Registrant)
Date: February 15, 2005 /s/ John L. Cordani
Corporate Secretary and General Counsel