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) June 14, 2004
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MACDERMID, INCORPORATED
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 1-13889 06-0435750
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION ) FILE NUMBER) IDENTIFICATION NO.)
1401 BLAKE STREET, DENVER, COLORADO 80202
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (720) 479-3060
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245 FREIGHT STREET, WATERBURY, CONNECTICUT 06702
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(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
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following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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[ ] 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 2.01 Completion of Acquisition or Disposal of Assets
On June 14, 2005 MacDermid, Incorporated announced the acquisition of Autotype
International Ltd. and associated entities from Norcros (Holdings) Limited of
the UK. There are no other material relationships between Norcros and MacDermid
other than this transaction.
The Autotype business acquired is a high technology producer of specialty coated
film products for the electronics and printing industries. In electronics,
Autotype is a producer of hard coated films for the membrane switch and touch
screen markets. In printing, Autotype provides high quality stencil materials
and digital pre-press products for screen printing.
The purchase price was 45 million Great British Pounds (GBP), plus up to an
additional 5 million (GBP) as an earnout (a portion of which was paid at
closing), plus adjustments based on net debt and working capital at closing.
Total cash consideration paid at closing was approximately 51.2 million GBP
(equivalent to approximately $92.7 million USD) which included a portion of the
earnout and estimated adjustments for net debt and working capital. Post
closing, up to an additional 1.4 million GBP may be paid under the earnout along
with final net debt and working capital adjustments. The calculations for these
adjustments are detailed in the purchase and sale agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Purchase and Sale Agreement, dated June 14, 2005, issued by
MacDermid, Inc.
99.2 Press release, dated June 14, 2005, issued by MacDermid, Inc.
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: June 14, 2005 /s/ Gregory M. Bolingbroke
Senior Vice President Finance