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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549-1004
Form 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
[FEE REQUIRED] For the fiscal year ended December 31, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
Commission file number 1-13889
MACDERMID, INCORPORATED
(Exact name of Registrant as specified in its Charter)
Connecticut
(State of Incorporation)
245 Freight Street, Waterbury, Connecticut 06702-0671
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code (203) 575-5700
06-0435750
(IRS Employer I.D. No.)
Securities registered pursuant to Section 12(g) of the Act: NONE
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Common Stock Without Par Value New York Stock Exchange
9.125% Senior Subordinated Notes due 2011 New York Stock Exchange
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark whether the Registrant is an accelerated filer as defined
in Rule 12b-2 of the Act.
Yes (X) No ( )
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of the last business day of the Registrant's most recently
completed second fiscal quarter (based on the closing price on such date as
reported on the New York Stock Exchange) was $688,844,000.
The number of shares of Registrant's Common Stock outstanding as of March 1,
2004 was 30,284,165 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 2003 Annual Report to Shareholders are
incorporated herein by reference into Parts I and II hereof and filed as Exhibit
13 to this Report. The definitive proxy statement to be filed, and mailed to
the Corporation's stockholders on, or before 30 days prior to the Corporation's
annual meeting scheduled for April 27, 2004, is incorporated herein by reference
into Part III hereof.
PART I
ITEM 1:BUSINESS
Item 1(a) GENERAL DEVELOPMENT OF BUSINESS
Established in Waterbury, Connecticut, in 1922, MacDermid, Incorporated and its
subsidiaries' (collectively, "the Corporation" or "MacDermid") common shares
have traded on the New York Stock Exchange under the symbol MRD since 1998.
Prior to that, and since 1966, its common shares were traded on the NASDAQ stock
exchange. The Corporation develops, produces and markets a broad line of
specialty chemical products that are used worldwide. These products are
supplied to the metal and plastic finishing markets for automotive and other
industrial applications, markets within the electronics industry to imprint
electrical patterns on circuit boards, the offshore oil and gas markets as
lubricants and cleaning agents for oil drilling and exploration and also to the
commercial printing and packaging industries for image transfer using offset or
flexographic printing applications, photopolymer plates and digital printers.
For a further description of the Corporation's business, see Items 1(b), 1(c)
and 1(d).
During 2001, the Corporation changed its fiscal year end from March 31, to
December 31. Therefore, the results of operations for the period referred to as
"transition year 2001" covers a period of nine months, from April 1, 2001 to
December 31, 2001.
In January 2001, the Corporation acquired a 60% interest in Eurocir S.A. a
printed circuit board manufacturer. In December 2003, the Corporation sold its
interest in Eurocir S.A. back to the minority shareholders. During the period
the Corporation held Eurocir S.A. it reported an electronics manufacturing
segment. Those operations have been reclassified as discontinued operations in
the Corporation's consolidated statement of earnings.
Item 1(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Corporation develops, manufactures, and markets over 5,000 proprietary
chemical compounds. The Corporation operates on a worldwide basis, supplying
proprietary chemicals for two distinct segments, Advanced Surface Finishing and
Printing Solutions. These segments are managed separately as each segment has
differences in technology and marketing strategies. Item 1(c) of this report
provides information concerning the Corporation's classes of products and Item
1(d) of this report includes financial information concerning operations by
business segment and by geographic region as well as on a consolidated basis.
Additional information with respect to the business is shown in the Notes to
Consolidated Financial Statements portion of the Corporation's 2003 Annual
Report to Shareholders, included as Exhibit 13 to this Form 10-K, and is
incorporated by reference.
Item 1(c) NARRATIVE DESCRIPTION OF BUSINESS
(i) MacDermid develops, manufactures and markets a broad line of specialty
chemicals, solutions and other products for two distinct business segments;
Advanced Surface Finishing and Printing Solutions.
The Advanced Surface Finishing segment proprietary chemical compounds are
primarily used for automotive, other industrial, electronics and offshore
applications. In automotive and other industrial applications its products are
used for cleaning, activating, polishing, mechanical plating, mechanical
galvanizing, electro-plating, phosphatizing, stripping and coating, filtering,
anti-tarnishing and rust retarding for metal and plastic surfaces. In
electronics applications its products are used to etch copper and imprint
electrical patterns on circuit boards. In offshore oil and gas exploration its
chemicals and fluids are used in hydraulic systems as lubricants and cleaning
agents to assist in drilling and logging operations. MacDermid also offers a
line of horizontal processing equipment primarily for the production of printed
circuit boards and chemical machining applications used in conjunction with
certain of its chemical products.
The Printing Solutions segment offers a complete line of offset and textile
printing blankets and photo-polymer plates that are used by commercial printing
and packaging industries. These products allow for both image transfer in
flexographic applications and in offset printing applications. Its products are
used to improve print quality and productivity for commercial printing. It also
manufactures and markets a complete line of digital printers with color graphics
and other features.
In the Americas, MacDermid markets its entire line of proprietary products by
way of more than 260 sales and service personnel. In certain areas of the
United States, distributors and manufacturing representatives also sell and
service many of its products. The Corporation maintains chemical inventories at
approximately 14 distribution points throughout the United States. Typically,
these facilities are leased or rented. MacDermid owns and operates six
manufacturing facilities within the United States. In Canada, Mexico and Brazil
the Corporation markets certain of its products through wholly owned
subsidiaries.
In Europe, the Corporation markets its proprietary products through wholly owned
subsidiaries. European business is generated by way of more than 350 sales and
service representatives who are employed by the Corporation's subsidiaries
located in France, Germany, Great Britain, Italy, Holland, Spain, and Sweden.
MacDermid owns and operates manufacturing facilities in Spain, Great Britain,
Italy, France and Germany. In Germany, a wholly owned subsidiary manufactures
and markets equipment in conjunction with the proprietary chemical business.
In the Asia-Pacific region, the Corporation markets its proprietary products
through either wholly owned subsidiaries or branch operations in Australia,
China/Hong Kong, Japan, Korea, New Zealand, Singapore, and Taiwan. Asia-Pacific
business is generated by way of more than 275 sales and service representatives
who are employed by those local subsidiaries. In addition, sales are made in
India, Indonesia, Malaysia, the Philippines, Sri Lanka, Thailand and Vietnam
directly or through distributors. MacDermid owns and operates subsidiary
manufacturing facilities in Taiwan, mainland China, Japan, Australia and New
Zealand.
In other foreign markets some of the Corporation's proprietary chemicals are
sold in certain countries of South America, Europe and Asia through distributors
or are manufactured and sold through licensees.
Research in connection with proprietary products is performed principally in the
United States, with additional research support activities conducted in Great
Britain, Spain, France and Japan.
Chemicals, supplies and equipment manufactured by others and resold by MacDermid
consist of basic chemicals, automatic plating conveyors, barrel plating and
pollution control equipment, rectifiers, pumps and filters. Resale items are
marketed in conjunction with and as an aid to the sale of proprietary chemicals.
(ii) The Corporation has the following three classes of principal products:
(a) chemical compounds, printing plates and blankets produced by the
Corporation, most of which are the result of its own research and development
and, therefore, are referred to as proprietary products;
(b) resale non-proprietary chemicals and supplies; and
(c) equipment in support of the chemical business of which approximately 15% is
manufactured by the Corporation.
The following table sets forth the classes of the Corporation's products and the
respective percentage of total consolidated revenue for fiscal year 2003 and the
previous two fiscal periods:
Class of Products . . . . . . Fiscal Year 2003 Fiscal Year 2002 Transition Year 2001
- ----------------------------- ----------------- ----------------- ---------------------
Proprietary chemicals . . . . 94% 94% 94%
Resale chemicals and supplies 4% 3% 3%
Equipment . . . . . . . . . . 2% 3% 3%
(iii) MacDermid uses in excess of 1,100 chemicals as raw materials in the
manufacture of its proprietary products. With few exceptions, several domestic
sources of supply are available for all such raw materials and for resale
chemicals, supplies and equipment. During fiscal year 2003, there were no
significant difficulties in obtaining raw materials essential to its business.
(iv) For the year ended December 31, 2003, more than 20% of the
Corporation's proprietary sales were derived from products covered by patents
owned by MacDermid or produced under patent license agreements. MacDermid owns
approximately 190 non-expired U.S. Patents, for which corresponding patents have
been obtained or are pending in most industrialized nations, and has more than
20 patent applications pending in the U.S. In addition, the Corporation owns
approximately 445 non-expired foreign patents. The patents owned by the
Corporation are important to its business and have varying remaining lives.
Although certain of these patents are increasingly more important to its
business, the Corporation believes that its ability to provide technical and
testing services to its customers and to meet the rapid delivery requirements of
its customers is equally, if not, more important. In addition, MacDermid has
many proprietary products which are not covered by patents and which make a
large contribution to its total sales. Further, the Corporation owns a number
of domestic and foreign trade names and trademarks for which it considers to be
of value in identifying MacDermid and its products. The Corporation neither
holds nor has granted any franchises or concessions.
(v) No material portion of the Corporation's business is seasonal. The
Corporation records revenue from product sales, including freight charged to
customers, upon shipment to the customer if the collection of the resulting
receivable is probable. The Corporation's stated shipping terms are customarily
FOB shipping point and do not include customer inspection or acceptance
provisions. Equipment sales arrangements may include right of inspection or
acceptance provisions in which case revenue is deferred until these provisions
have been satisfied. Where circumstances arise where title has not passed, or
revenue is not earned the Corporation defers revenue recognition in accordance
with criteria set forth in Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements.
(vi) It is necessary to maintain finished goods inventory at locations
throughout the United States and in the foreign countries in which the
Corporation operates so that it may meet the rapid delivery requirements of its
customers. This impacts working capital requirements by requiring a
considerable investment in inventories to service its customers. Customer
payment terms, which vary by country, are generally in accord with local
industry practice.
(vii) No major portion of the Corporation's business is dependent upon a
single customer or a few customers, the loss of whom would have a materially
adverse effect on its business.
(viii) Since products are taken from inventory stock to ship against current
orders, there is essentially no backlog of orders for the Corporation's
proprietary chemical products. MacDermid does not consider the absence of a
backlog to be significant.
(ix) No portion of the Corporation's business is subject to re-negotiation
of profits or termination of contracts or subcontracts at the election of the
Government.
(x) The Corporation provides a broad line of proprietary chemical compounds
and supporting services. MacDermid has many competitors, estimated to be in
excess of 100 in some proprietary product areas. Some large competitors operate
globally, as does MacDermid, but most operate locally or regionally. To the
best of the Corporation's knowledge no single competitor competes with all its
proprietary products. The Corporation maintains extensive support, technical
and testing services for its customers, and is continuously developing new
products. Management believes that the Corporation's combined abilities to
manufacture, sell, service and develop new products and applications, enables it
to compete successfully both locally and worldwide.
(xi) MacDermid spent approximately $19,869,000 during fiscal year 2003,
$19,104,000 during fiscal year 2002 and $14,922,000 for transition year 2001 on
research and development activities. Substantially all research and development
activities were performed by the Corporation.
(xii) For many years, MacDermid has developed proprietary products designed
to reduce the discharge of pollutant materials into the environment and
eliminate the use of certain targeted raw materials while enhancing the
efficiency of customer chemical processes. For this reason, efforts to comply
with Federal, State and Local provisions, which have been enacted or adopted
regulating the discharge of materials into the environment, are expected to have
a positive effect upon the Corporation's competitive position. Capital
expenditure for environmental control facilities and compliance has been
approximately $500,000 to $1,000,000 historically. For the year ended December
31, 2003, spending of this nature continued at these levels and though difficult
to predict, future spending of this nature is likely to remain in this range.
(xiii) As of December 31, 2003, MacDermid had 2,359 full time employees as
compared to 3,166 full time employees as of December 31, 2002, which included
646 full time employees associated with discontinued operations.
Item 1(d) FOREIGN AND DOMESTIC OPERATIONS
The Corporation's 2003 Annual Report to Shareholders, included as Exhibit 13 to
this Form 10-K and is incorporated by reference, provides information with
respect to business segment, geographic regions as well as on a consolidated
basis, including operating information and the effect upon shareholders' equity
of the translation of foreign currency financial statements.
ITEM 2: PROPERTIES
The following table identifies certain information with regard to the principle
properties owned by the Corporation:
LOCATION . . . . . . . PRINCIPLE USE APPROXIMATE SQ. FT.
- ---------------------- ------------------------------------ -------------------
Waterbury, Connecticut Headquarters, marketing offices, 114,000
corporate service, customer support
and research labs
Denver, Colorado . . . Executive offices 16,000
Middletown, Delaware . Factory, warehouse, labs and offices 85,000
Ferndale, Michigan . . Factory, warehouse and offices 75,000
Cedar Rapids, Iowa . . Factory, warehouse and offices 25,000
Morristown, Tennessee. Factory, warehouse and offices 250,000
Atlanta, Georgia . . . Offices and labs 65,000
San Marcos, California Factory, warehouse, labs and offices 195,000
Pasadena, Texas. . . . Factory, warehouse and offices 35,000
Birmingham, England. . Warehouse, labs and offices 110,000
Birmingham, England. . Factory and warehouse 120,000
Wigan, England . . . . Factory, warehouse and offices 65,000
Cernay, France . . . . Factory, warehouse and offices 235,000
Dormans, France. . . . Factory, warehouse, labs and offices 35,000
Evreux, France . . . . Factory and warehouse 68,000
Steinbach, France. . . Factory and warehouse 150,000
Villemeux, France. . . Factory, warehouse and offices 50,000
Pioltello, Italy . . . Factory, warehouse and offices 40,000
Barcelona, Spain . . . Factory, warehouse, labs and offices 31,000
Hong Kong, China . . . Warehouse, labs and offices 30,000
Panyu, China . . . . . Factory, warehouse, labs and offices 64,000
Hsin Chu, Taiwan . . . Factory, warehouse, labs and offices 30,000
The Corporation also owns property in Franklin Park and Waukeegan, Illinois;
Adams, Massachusetts; New Hudson, Michigan; Waterbury and Vernon, Connecticut.
Outside the United States, the Corporation also owns property in Droitwich,
England. These properties are vacant and could be used for manufacturing should
the need arise, or could be leased or sold should an opportunity arise.
In addition, MacDermid leases office, laboratory, warehouse and manufacturing
facilities as needed. During the year, such facilities were leased in
California, Massachusetts, Michigan, Minnesota, North Carolina, New Jersey,
Rhode Island, Texas, Vermont, Washington, Canada, Mexico, Holland, Italy,
France, Germany, Spain, Sweden, Australia, China, Japan, Korea, Singapore, New
Zealand and several other foreign countries. All owned and leased facilities
are in good condition and are of adequate size for present business volume.
ITEM 3: LEGAL PROCEEDINGS
On January 30, 1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents relating to an accidental
spill from its Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in November of 1994, together with other information relating to operations and
compliance at the Huntingdon Avenue facility. The Corporation was subsequently
informed that it is a subject of the grand jury's investigation in connection
with alleged criminal violations of the federal Clean Water Act pertaining to
its wastewater handling practices. In addition, two of the Corporation's former
employees, who worked at the Huntington Avenue facility, pled guilty in early
2001 to misdemeanor violations under the Clean Water Act in connection with the
above matter. These individuals were sentenced to fines of $25 thousand and $10
thousand and 2 years probation, as well as community service. In a separate
matter, on July 26, 1999, the Corporation was named in a civil lawsuit commenced
in the Superior Court of the State of Connecticut brought by the Connecticut
Department of Environmental Protection alleging various compliance violations at
its Huntingdon Avenue and Freight Street locations between the years 1992
through 1998 relating to wastewater discharges and the management of waste
materials. The complaint alleged violations of its permits issued under the
Federal Clean Water Act and the Resource Conservation and Recovery Act, as well
as procedural, notification and other requirements of Connecticut's
environmental regulations over the foregoing period of time.
The Corporation voluntarily resolved these matters on November 28, 2001. As a
result, MacDermid, Incorporated was required to pay fines and penalties totaling
$2.5 million, without interest, over six quarterly installments. In addition,
the Corporation was required to pay $1.55 million to various local charitable
and environmental organizations and causes. As of June 30, 2003, the
Corporation had paid the full amounts for both of these arrangements. The
Corporation has performed certain environmental audits and other environmentally
related actions and was placed on a two-year probation, which ended November 28,
2003. The Corporation had recorded liabilities during the negotiation period
and therefore its results of operations and financial position were not affected
by these arrangements.
Various other legal proceedings are pending against the Corporation. The
Corporation considers all such proceedings to be ordinary litigation incident to
the nature of its business. Certain claims are covered by liability insurance.
The Corporation believes that the resolution of these claims, to the extent not
covered by insurance, will not individually or in the aggregate, have a material
adverse effect on its financial position or results of operations.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Corporation's security holders during
the fourth quarter of fiscal year 2003.
PART II
ITEM 5: MARKET FOR MACDERMID'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
Information with respect to the market for MacDermid's Common Stock, dividends
paid and other related information is contained in its 2003 Annual Report to
Shareholders included as Exhibit 13 to this form 10-K and incorporated by
reference.
ITEM 6: SELECTED FINANCIAL DATA
The selected financial data (Five Year Summary) is contained in MacDermid's 2003
Annual Report to Shareholders included as Exhibit 13 to this Form 10-K and
incorporated by reference.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations is contained in MacDermid's 2003 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated by reference.
ITEM 7(a): QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MacDermid is exposed to market risk in the normal course of its business
operations due to its operations in different foreign currencies and its ongoing
investing and financing activities. The risk of loss can be assessed from the
perspective of adverse changes in fair values, cash flows and future earnings.
The Corporation has established policies and procedures governing its management
of market risks and the use of financial instruments to manage exposure to such
risks. Management continually reviews the balance between foreign currency
denominated assets and liabilities in order to minimize the Corporation's
exposure to foreign exchange fluctuations.
The Corporation operates manufacturing facilities in ten countries and sells
products in over twenty-five countries. Approximately 60% of the Corporation's
net sales and 70% of its identifiable assets are denominated in currencies other
than the US Dollar, predominantly the Euro, Pound Sterling, Yen, Hong Kong and
New Taiwan Dollars. For the year ended December 31, 2003, there was a positive
effect of foreign currency translation on earnings of approximately $0.10 per
share, or 6%. The annual impact on operating cash flows historically has been
insignificant.
MacDermid has been exposed to interest rate risk, primarily from its credit
facility which is based upon various floating rates. The Corporation had
entered into interest rate swap agreements for the purpose of reducing its
exposure to possible future changes in interest rates. A remaining interest
rate swap is considered speculative as there are no outstanding borrowings under
the credit facility. The Corporation reduced its exposure to interest rate risk
with a fixed rate bond offering during transition year 2001. See Note 15 to
Consolidated Financial Statements, Financial Information for Guarantors of the
Corporation's Bond Offering. Based upon the Corporation's current debt
structure and expected levels of borrowing in 2004, an increase in interest
rates would not result in a significant incremental interest expense. The
Corporation does not enter into derivative financial instruments for trading
purposes but has certain other supply agreements for raw material inventories
and has chosen not to enter into any price hedging with its suppliers.
Additional information about market risk is contained in MacDermid's 2003 Annual
Report to Shareholders included as Exhibit 13 to this Form 10-K and incorporated
by reference.
The Corporation's business operations consist principally of the manufacture and
sale of specialty chemicals, supplies and related equipment to customers
throughout much of the world. Approximately 43% of the business is concentrated
in the printing industry, used for a wide variety of applications, while 24% of
the business is concentrated with manufacturers of printed circuit boards with a
wide variety of end-use applications. As is usual for this business, the
Corporation generally does not require collateral or other security as a
condition of sale, rather relying on credit approval, balance limitation and
monitoring procedures to control credit risk of trade account financial
instruments. Management believes that reserves for losses, which are
established based upon review of accounts receivable balances and historical
experience, are adequate.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, including the notes thereto, of the
Corporation are contained in MacDermid's 2003 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated by reference.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
ITEM 9(a): CONTROLS AND PROCEDURES
The Corporation's principle executive and financial officers have evaluated the
effectiveness of the Corporation's disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934) as of December 31, 2003. Based on such evaluation, they have concluded
that, as of such date, the Corporation's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Corporation
in its reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
regulations and are operating in an effective manner.
No change in the Corporation's internal control over financial reporting (as
defined in rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act)
occurred during the fiscal quarter ended December 31, 2003 that has materially
affected, or is reasonably likely to materially affect, the Corporation's
internal control over financial reporting.
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders. Officers of the Corporation
are listed in Item 10(a), below.
In addition, the Corporation has for several years maintained a code of ethics
and business conduct applicable to its board of directors, principal executive
officer, principal financial officer as well as all of its other employees. The
code of ethics is filed with this report as Exhibit 14.
Item 10(a) EXECUTIVE OFFICERS OF MACDERMID
The names, offices and ages (as of December 31, 2003) of the executive officers
of MacDermid, each of whom has been employed in their respective offices for
more than five years, except as noted, are as follows:
Daniel H. Leever . . . age 55 Board Chairman (since 1998), Chief Executive
Officer (since 1990) and President (since 1989)
John L. Cordani. . . . age 40 Corporate Secretary and General Counsel (since
2001 and previously from 1994 to 2000). Between
May 2000 and July 2001 he was a partner at
Carmody and Torrance LLP
Gregory M. Bolingbroke age 54 Senior Vice President, Finance (since 2003),
Treasurer (since 2000) and Corporate Controller
(1995-2003)
Stephen Largan . . . . age 36 Executive Vice President of Operations (since 2003)
Previously, since 2001 he was President of the
Printing Solutions division and since 1999 he was
Vice President of Finance.
Richard Boehner was Vice President of Corporate Development, since 2001, until
his resignation in July 2003 at which time Salim Haji was named Vice President
of Corporate Development until his resignation in December 2003.
ITEM 11: EXECUTIVE COMPENSATION
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND FAMILY RELATIONSHIPS
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders.
ITEM 14: PRINCIPLE ACCOUNTING FEES AND SERVICES
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders.
PART IV
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements
The consolidated financial statements and report thereon of KPMG LLP, dated
February 9, 2004 are contained in MacDermid's 2003 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated herein by reference.
(2) Financial Statement Schedules
The following schedules are filed as part of this Annual Report on Form 10-K.
This supplementary financial data should be read in conjunction with the
consolidated financial statements and comments thereto referred to above.
Schedules not included with this supplementary financial data have been omitted
because they are not applicable, are immaterial or the required information is
included in the consolidated financial statements or related notes to
consolidated financial statements.
Schedule II - Valuation and Qualifying Accounts and Reserves is contained in
MacDermid's 2003 Annual Report to Shareholders included as Exhibit 13 to this
Form 10-K and incorporated herein by reference.
(3) Exhibits
The following exhibits are filed as part of, or incorporated by reference
into, this report on Form 10-K.
EXHIBIT INDEX TO 2003 FORM 10-K ANNUAL REPORT
Exhibit No.
3.1 . . . . Restated Certificate of Incorporation, MacDermid, Incorporated amended as of Attached
January 16, 1998.
3.2 . . . . Restated By-Laws of MacDermid, Incorporated amended as of May 21, 2001. By reference
Exhibit 3.2 to March 31, 2001 Form 10-K annual report, is incorporated by
reference herein.
4 . . . . . Credit Agreement, amended, dated as of April 28, 2003 among MacDermid, By reference
Incorporated, the banks signatory thereto and Bank of America, N.A. as agent,
letter of credit issuing bank and swing line lender. Exhibit 4 to May 15, 2003
Form 10-Q quarterly report, is incorporated by reference herein.
10.1. . . . MacDermid, Incorporated 1992 Special Stock Purchase Plan, amended as of By reference
November 1, 1992. Exhibit 10 to 1993 Form 10-K annual report, is incorporated
by reference herein.
10.2. . . . MacDermid, Incorporated 1995 Equity Incentive Plan. Exhibit 10.2 to 1996 By reference
Form 10-K annual report, is incorporated by reference herein.
10.3. . . . MacDermid, Incorporated 1998 Equity Incentive Plan. Exhibit 10.3 to 1999 By reference
Form 10-K annual report, is incorporated by reference herein.
10.4. . . . MacDermid, Incorporated 2001 Equity Incentive Plans. Appendix B to By reference
MacDermid's March 22, 2003 Schedule 14A, is incorporated by reference herein.
10.5. . . . Severance Agreement. Exhibit 10.5 to December 31, 2002 Form 10-K annual By reference
report, is incorporated by reference herein.
10.6. . . . Employment Agreement Attached
11. . . . . Computation of per share earnings. Notes to consolidated financial statements By reference
from MacDermid's 2003 Annual Report to Shareholders, attached to this report
as Exhibit 13.
13. . . . . MacDermid's 2003 Annual Report to Shareholders, as required by Item 8. Attached
14. . . . . Code of Ethics of MacDermid, Incorporated Attached
21. . . . . Subsidiaries of MacDermid, Incorporated. Attached
23. . . . . Independent Auditors' Consent. Attached
24. . . . . Powers of Attorney. Attached
31.1. . . . Principle Financial Officer Certification under Section 302 of the Sarbanes-Oxley Attached
Act of 2002
31.2. . . . Principle Executive Officer Certification under Section 302 of the Sarbanes-Oxley Attached
Act of 2002
32. . . . . Corporate Officers' Certification under Section 906 of the Sarbanes-Oxley Attached
Act of 2002
(b) Reports on Form 8-K
On December 24, 2003, the Corporation filed its Form 8-K to announce it had
divested of its 60% interest in Eurocir S.A., effectively ending its electronics
manufacturing activities. The Form 8-K is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
MACDERMID, INCORPORATED
(Registrant)
Dated: March 15, 2004
By /s/ Daniel H. Leever By /s/ Gregory M. Bolingbroke
Daniel H. Leever Gregory M. Bolingbroke
Chairman, President Senior Vice President, Finance
and Chief Executive Officer
Daniel H. Leever, pursuant to powers of attorney, which are being filed with
this Annual Report on Form 10-K, has signed below on February 20, 2004 as
attorney-in-fact for the following directors of the Registrant:
Robert L. Ecklin
Donald G. Ogilvie
Joseph M. Silvestri
James C. Smith
T. Quinn Spitzer, Jr.
/s/ Daniel H. Leever
Daniel H. Leever