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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended MARCH 31, 2001
OR
| | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission File Number: 001-13889
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
MacDermid Equipment, Inc. 401K Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
MacDermid, Incorporated
245 Freight Street
Waterbury, CT 06702-0671
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REQUIRED INFORMATION
In accordance with the rules to Form 11-K, attached as Appendix 1 to this
Form 11-K are the plan financial statements and schedules prepared in accordance
with the financial reporting requirements of ERISA and examined by an
independent accountant on a full scope basis.
EXHIBITS
23.1 Consent of KPMG LLP
MACDERMID EQUIPMENT, INC. 401K PLAN
Financial Statements and Supplemental Schedule
March 31, 2001 and 2000
(With Independent Auditors' Report Thereon)
MACDERMID EQUIPMENT 401K PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 9
Note: Schedules of reportable transactions, nonexempt transactions, loans or
fixed income obligations in default or classified as uncollectible,
leases in default or classified as uncollectible and investment assets
both acquired and disposed of within the plan year as required by the
Employee Retirement Income Security Act of 1974 (ERISA) and Department
of Labor Regulations have not been included herein as the information
is not applicable.
INDEPENDENT AUDITORS' REPORT
Plan Administration Committee
MacDermid Equipment, Inc. 401K Plan:
We have audited the accompanying statements of net assets available for plan
benefits of MacDermid Equipment, Inc. 401K Plan as of March 31, 2001 and 2000
and the related statements of changes in net assets available for plan benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of MacDermid
Equipment, Inc. 401K Plan as of March 31, 2001 and 2000 and the changes in net
assets available for plan benefits for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
at end of year is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
Hartford, Connecticut
June 22, 2001
MACDERMID EQUIPMENT, INC. 401K PLAN
Statements of Net Assets Available for Plan Benefits
March 31, 2001 and 2000
ASSETS 2001 2000
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Assets:
Investments, at fair value (note 5):
MacDermid Company Stock Fund $ 287,924 242,545
Other investments 1,177,581 1,403,137
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Total investments 1,465,505 1,645,682
Cash 25,574 --
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Total assets 1,491,079 1,645,682
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Liabilities:
Due to trustee (note 8) (10,944) --
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Total liabilities (10,944) --
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Net assets available for plan benefits $ 1,480,135 1,645,682
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See accompanying notes to financial statements.
2
MACDERMID EQUIPMENT, INC. 401K PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended March 31, 2001 and 2000
2001 2000
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Investment income:
Dividend and interest income on securities $ 86,230 78,023
Interest on participant loans 7,227 6,350
Net appreciation (depreciation) in fair value of investments (note 6) (315,058) 24,940
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Total investment income (loss) (221,601) 109,313
Contributions:
Employer 95,258 51,247
Employee 175,799 197,842
Rollover 918 55,972
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Total additions 50,374 414,374
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Distributions to participants (203,707) (297,026)
Other, net (12,214) (1,950)
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Total deductions (215,921) (298,976)
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Net increase (decrease) (165,547) 115,398
Net assets available for plan benefits, beginning of year 1,645,682 1,530,284
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Net assets available for plan benefits, end of year $ 1,480,135 1,645,682
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See accompanying notes to financial statements.
3
MACDERMID EQUIPMENT, INC. 401K PLAN
Notes to Financial Statements
March 31, 2001 and 2000
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The MacDermid Equipment, Inc. (the Company) 401K Plan (the Plan) is a
defined contribution plan that was established as of January 1, 1989
under the name of the Hollmuller America, Inc. 401(k) Plan. MacDermid,
Inc. had owned 50% of Hollmuller America, Inc. During 1995, MacDermid,
Inc. purchased the remaining 50% of Hollmuller America, Inc., and the
name of the Plan was changed to the MacDermid Equipment, Inc. 401K
Plan.
The accompanying financial statements have been prepared on an accrual
basis. Current values of investments are determined using quoted market
prices and current yields. Purchases and sales of securities are
recorded on a trade-date basis. The cost of investments sold is
determined on an average cost basis.
(b) TRUST FUND
Prudential Investments was the Trustee of the Plan through December 31,
2000. Effective January 1, 2001, First Union National Bank is the
Trustee of the Plan. The assets of the Plan were transferred in January
2001. Under the terms of a trust agreement between the Trustee and the
Plan, the Trustee manages a trust fund on behalf of the Plan. The Plan
Trustee has discretionary authority concerning purchases and sales of
investments in the trust fund. The investments and changes therein of
this trust fund have been reported to the Plan by the Trustee as having
been determined through the use of current values for all assets and
liabilities.
(c) USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management of the Plan to make estimates and assumptions that affect
the reported amounts of assets, liabilities, and the disclosure of
contingent assets and liabilities. Actual results could differ from
those estimates.
(d) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(2) PLAN PROVISIONS
Under the terms of the Plan, an employee is eligible to become a
participant in the Plan (for the purpose of making employee contributions)
upon the completion of 30 days of employment and reaching the age of 18.
For the purpose of receiving Company contributions, an employee is eligible
after completing at least 1,000 hours of employment with the Company during
the current Plan year and if they are a participant on the last day of the
Plan year.
4 (Continued)
MACDERMID EQUIPMENT, INC. 401K PLAN
Notes to Financial Statements
March 31, 2001 and 2000
An employee may make voluntary pre-tax contributions to the Plan totaling
from 1% to 15% of the employee's gross pay, subject to IRS limitations.
Contributions toward Company stock (up to 6%) are matched by the Company
$0.50 per dollar, to a maximum of 3% of employees' gross pay. Each
participant shall direct (to funds) 100% of their contributions.
The Company may make profit-sharing contributions to the Plan. This is a
discretionary contribution determined by the Board of Directors.
Profit-sharing contributions were $42,822 and $0 for the years ended March
31, 2001 and 2000, respectively.
Employees vest immediately in their contributions. Full vesting with
respect to the Company's contribution requires five years of credited
service, except that full vesting will apply when an employee attains age
55, dies or becomes totally disabled. Any forfeited amounts related to the
maximum additional 3% of compensation allocated to the MacDermid Company
Stock Fund are allocated on a pro rata basis to Plan participants with at
least one year of participation in the Plan based on eligible compensation.
Distribution of participants' accounts upon separation shall be paid in (a)
a lump sum, or (b) equal installments.
The Company expects to continue the Plan indefinitely, but necessarily
reserves the right to amend, modify or terminate the Plan at any time. If
it is necessary to discontinue the Plan, the assets in the trust fund will
be used to provide benefits in accordance with the provisions of the Plan
document.
(3) FEDERAL INCOME TAXES
The Plan has received a tax determination letter from the Internal Revenue
Service (IRS) indicating that the Plan qualifies under the provisions of
Section 401(a) of the Internal Revenue Code (IRC) and is exempt from
federal income taxes. The Plan has been amended since receiving the
determination letter, however, the Company believes the Plan is designed
and is currently being operated in compliance with the applicable sections
of the IRC.
Plan participants are taxed on Plan benefits at the time of distribution to
the extent such distribution exceeds a participant's post-tax contribution
to the Plan. The Plan withholds the mandatory 20% federal tax from all
taxable distributions which are not direct rollovers. The tax consequences
to the participant will depend on the type of distribution (lump sum,
annuity, or installments).
5 (Continued)
MACDERMID EQUIPMENT, INC. 401K PLAN
Notes to Financial Statements
March 31, 2001 and 2000
(4) INVESTMENT PROGRAMS
Plan participants may elect from among 13 separate investment funds in
which to have their contributions and a portion of the Company's
contribution invested. The 13 investment funds of the Plan as of March 31,
2001 are as follows:
(1) FIRST UNION STABLE INVESTMENT FUND - Seeks maximum current income
consistent with stability of capital and maintenance of liquidity.
(2) DAVIS NY VENTURE FUND A - Seeks long-term capital appreciation and
income through purchasing high-quality, well managed, growing
companies at value prices and holding them for the long term.
(3) EVERGREEN SPECIAL EQUITY FUND I - Seeks growth of capital through
investing mainly in both growth and value-oriented stocks that show
potential for growth in earnings and price.
(4) FEDERATED STOCK TRUST FUND - Seeks growth of income and capital by
investing principally in a professionally managed and diversified
portfolio of common stock of high quality companies.
(5) INVESCO DYNAMICS FUND - Seeks capital appreciation.
(6) JANUS GROWTH & INCOME FUND - Seeks long-term growth of capital with
a limited emphasis on income.
(7) JANUS WORLDWIDE FUND -- Seeks long-term growth of capital by
investing in a diversified portfolio of common stocks of foreign and
domestic issuers of all sizes.
(8) MFS CAPITAL OPPORTUNITIES FUND A - Seeks capital appreciation by
investing primarily in common stocks.
(9) DREYFUS S&P MID-CAP INDEX FUND - Seeks to provide investment results
that correspond to the price and yield performance of
publicly-traded common stocks of medium-size domestic companies in
the aggregate, as represented by the Standard & Poor's MidCap 400
Index.
(10) EVERGREEN SELECT CORE BOND FUND - Seeks to maximize total return
through a combination of current income and capital growth by
investing mainly in corporate and mortgage securities.
(11) FIDELITY MORTGAGE SECURITIES FUND - Seeks high current income
consistent with prudent investment risk. The fund may also consider
the potential for capital gain.
(12) AIM FUNDS GROUP BALANCED A - Seeks to provide income and long-term
growth of capital and income by investing in companies of all sizes,
both domestic and foreign, and investment-grade bonds.
6 (Continued)
MACDERMID EQUIPMENT, INC. 401K PLAN
Notes to Financial Statements
March 31, 2001 and 2000
(13) MACDERMID COMPANY STOCK FUND - This fund consists primarily of
common stock of MacDermid, Inc.
Participants may elect to transfer amounts from one investment fund to
another using a voice response system. Once an election is made to allocate
funds to the MacDermid Company Stock Fund, the funds may not be transferred
out, except that participants over the age of 55 may transfer certain funds
out of the MacDermid Company Stock Fund.
(5) INVESTMENTS
In September 1999, The American Institute of Certified Public Accountants
issued Statement of Position 99-3, ACCOUNTING FOR AND REPORTING OF CERTAIN
DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER DISCLOSURE MATTERS (SOP
99-3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ended after December 15, 1999. The Plan adopted
SOP 99-3 during the Plan year ended March 31, 2000.
The following table represents the fair value of investments. Investments
that represent 5% or more the Plan's net assets are separately identified:
MARCH 31,
---------------------------
2001 2000
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First Union Stable Investment Fund $ 135,155 --
Davis NY Venture Fund A 255,052 --
Janus Growth & Income Fund 174,598 --
AIM Funds Group Balanced A 296,048 --
Oppenheimer Quest Value A -- 83,490
Prudential Equity Fund Z -- 90,253
Prudential Diversified High Growth Fund Z -- 284,776
Prudential Diversified Moderate Growth Fund Z -- 372,748
Prudential Stock Index Fund I -- 99,072
Prudential Global Growth Fund Z -- 103,346
Kemper Dremen High Return Equity -- 150,303
MacDermid Company Stock Fund 287,924 242,545
Other investments 316,728 219,149
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$1,465,505 1,645,682
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7 (Continued)
MACDERMID EQUIPMENT, INC. 401K PLAN
Notes to Financial Statements
March 31, 2001 and 2000
(6) APPRECIATION (DEPRECIATION) IN FAIR VALUE OF ASSETS HELD
During the years ended March 31, 2001 and 2000, the Plan's investments
(including investments bought and sold, as well as investments held during
the year) appreciated (depreciated) as follows:
NET APPRECIATION
(DEPRECIATION)
IN FAIR VALUE
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2001 2000
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Common stocks $(208,536) (76,300)
Mutual funds (106,522) 101,240
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$(315,058) 24,940
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(7) PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum equal to the lesser of $50,000 or 50% of their vested account
balance. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Loan Fund. Loan terms range from 1-5 years or
up to 10 years for the purchase of a primary residence. Loans are secured
by the balance in a participant's account and bear interest at a rate equal
to the prime rate. Principal and interest is paid ratably through regular
payroll deductions.
(8) DUE TO TRUSTEE
During April 2001, it was disclosed by the trustee that an excess amount
had been recorded as contributions to the trust in March 2001. This amount
is recorded as a payable in the statement of net assets available for plan
benefits as of March 31, 2001, and was subsequently repaid in May 2001.
(9) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by First Union
and Prudential. First Union and Prudential are the trustees as defined by
the Plan and, therefore, these transactions qualify as party-in-interest
transactions.
(10) SUBSEQUENT EVENT
In May 2001, the Board of Directors of the Company elected to change the
Plan's fiscal year-end from March 31 to December 31.
8
MACDERMID EQUIPMENT, INC. 401K PLAN
Schedule of Assets (Held at End of Year)
March 31, 2001
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF CURRENT
LESSOR, OR SIMILAR PARTY INVESTMENT VALUE
------------------------------------------ -------------- -----------
*First Union Stable Investment Fund 5,011 shares $ 135,155
*MacDermid Company Stock Fund 15,925 shares 287,924
Davis NY Venture Fund A 9,882 shares 255,052
Evergreen Special Equity Fund I 1,446 shares 15,202
Federated Stock Trust Fund 284 shares 9,342
Invesco Dynamics Fund 316 shares 5,274
Janus Growth & Income Fund 7,549 shares 174,598
Janus Worldwide Fund 1,581 shares 49,430
MFS Capital Opportunities Fund A 3,719 shares 56,042
Dreyfus S&P Mid-Cap Index Fund 420 shares 8,245
Evergreen Select Core Bond Fund 5,751 shares 62,059
Fidelity Mortgage Securities Fund 4,109 shares 41,918
AIM Funds Group Balanced A 10,904 shares 296,048
*Participant Loans 8.0% - 9.5% 69,216
----------
Total $1,465,505
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*Represents a party-in-interest.
9
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
MACDERMID EQUIPMENT, INC. 401K PLAN
Date: October 15, 2001 By: /s/ Frank Montiero
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Frank Montiero
Member, MacDermid Benefit Plans
Administration Committee