SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as
permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MacDermid, Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
(MacDermid)
(Logo)
MACDERMID, Incorporated
245 Freight Street
Waterbury, CT. 06702-0671
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 20, 1995
The Annual Meeting of Shareholders of MacDermid, Incorporated
("MacDermid") will be held at the Holiday Inn Waterbury, 63 Grand
Street, Waterbury, Connecticut, on Thursday, July 20, 1995 at 3:30 P.M.
EDT, for the following purposes:
1. To elect five directors to hold office until the next annual
meeting and until their successors are elected and qualified;
2. To consider and act upon a proposal to approve the
MacDermid, Incorporated 1995 Equity Incentive Plan; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 1,
1995 as the record date for the determination of shareholders who will
be entitled to notice of and to vote at the meeting.
You are requested to promptly vote, date and sign the enclosed
proxy and return it in the enclosed postage-paid envelope at your
earliest convenience prior to the meeting. Because it is impractical to
eliminate duplication, separate proxies are mailed to persons whose
names are shown in more than one way on MacDermid's stock records.
Therefore, you may receive more than one proxy. Please vote, date, sign
and return all proxies received.
If you are an employee participating in MacDermid's Employee Profit
Sharing or Employee Stock Ownership Plans, you will receive separate
instructions covering shares held for your account in such plan or
plans.
Your proxy vote is very important. Prompt return of all your
proxies will minimize proxy solicitation expense, assure a quorum and
avoid confusion and delay at the meeting.
By Order of the Board of Directors,
Waterbury, Connecticut JOHN L. CORDANI
June 26, 1995 Corporate Secretary
IN ORDER TO AVOID UNNECESSARY EXPENSE, we urge you to indicate voting
instructions on the enclosed proxy and date, sign and return it promptly
PRIOR to the meeting in the envelope provided, no matter how large or
small your holdings may be.
(MacDermid
(Logo)
MACDERMID
Incorporated
245 Freight Street
Waterbury, Connecticut 06702-0671
PROXY STATEMENT GENERAL
The accompanying proxy is being solicited by the Board of Directors
of MacDermid, Incorporated ("MacDermid") for use at the annual meeting
of shareholders of MacDermid and at any and all adjournments thereof
(the "Meeting") to be held, pursuant to the accompanying Notice of
Annual Meeting of Shareholders, at Holiday Inn Waterbury, 63 Grand
Street, Waterbury, Connecticut on Thursday, July 20, 1995 at 3:30 P.M.,
EDT.
Each holder of MacDermid's common stock (the "Common Stock") is
entitled to one vote per share on each matter to be brought before the
Meeting. Valid proxies will be voted as specified thereon at the
Meeting. Any shareholder giving a proxy in the accompanying form (a
"Proxy") retains the power to revoke it at any time prior to the
exercise of the powers conferred thereby by (1) delivering written
notice of such revocation to John L. Cordani, Corporate Secretary,
MacDermid, Incorporated, 245 Freight Street, Waterbury, Connecticut
06702-0671; (2) delivering to the Corporate Secretary a duly executed
Proxy or other proxy form bearing a date subsequent to the date on the
given Proxy; or (3) appearing at the Meeting and requesting to vote his
or her shares in person. Any shareholder who attends the Meeting in
person will not be deemed thereby to revoke the Proxy unless such
shareholder affirmatively indicates at the Meeting his intention to vote
the shares in person.
Unless a shareholder provides contrary instructions on a Proxy, all
shares represented by the Proxy (if not revoked before such shares are
voted) will be voted for the election of the nominees for directors
named below, for approval of the MacDermid, Incorporated 1995 Equity
Incentive Plan, and by the persons granted the proxies in their
discretion on any other business properly to come before the Meeting.
MacDermid has retained D.F. King & Co., Inc. of New York, New York
("King") to assist with the solicitation of Proxies and the mailing and
distribution of proxy material. The anticipated cost of King's
services, including reimbursement for expenses, is approximately $8,500.
MacDermid will bear the cost of the solicitation of Proxies, which may
include the reasonable expenses of brokerage firms and others for
forwarding Proxies and proxy material to the beneficial owners of Common
Stock of MacDermid. In addition to the use of the mails, Proxies may be
solicited by King and by regular employees of MacDermid personally or by
telephone or telegram. Votes will be counted by employees of Harris
Trust Company of New York, New York ("Harris"), the Corporation's
transfer agent. Harris will also provide an Inspector of Election who
will certify the votes at the meeting of shareholders.
Only holders of Common Stock of record at the close of business on
June 1, 1995 are entitled to notice of and to vote at the Meeting. On
that date there were 2,767,533 shares of Common Stock outstanding and
entitled to be voted. Holders of a majority of such outstanding shares,
present in person or represented by proxy, will be necessary to
constitute a quorum at the Meeting. If a quorum is present, the
affirmative vote of a majority of the shares present in person or
represented by proxy at the Meeting will be necessary for the election
of each nominee for director and for approval of the MacDermid,
Incorporated 1995 Equity Incentive Plan. Abstentions and broker non-
votes are counted for purposes of determining the presence or absence of
a quorum. Abstentions are counted in determining the shares represented
at the Meeting with respect to each proposal presented to shareholders,
but broker non-votes are not counted for such purpose.
Any shares held for the account of a shareholder who participates
in the MacDermid Dividend Reinvestment Plan will be voted automatically
with the shareholder's other shares of Common Stock as directed by the
shareholder on the enclosed Proxy.
The approximate date on which this Proxy Statement and the
accompanying Proxy are first sent to shareholders is June 26, 1995.
MacDermid's Annual Report to Shareholders, containing financial
statements for the fiscal year ended March 31, 1995, accompanies these
proxy materials to each shareholder.
(EVERY SHAREHOLDER'S VOTE IS IMPORTANT)
Please complete, sign and return your proxy card in the enclosed
envelope.
ITEM 1
ELECTION OF DIRECTORS
The Board of Directors, pursuant to the By-Laws, has fixed at five
the number of directors to be elected at the Meeting. Shares
represented by Proxies will be voted for the election of the nominees
for director listed below, unless otherwise indicated. Each director of
MacDermid shall serve until the next annual meeting and until his
successor has been elected and qualified. All the nominees are
currently directors of MacDermid.
Management has no reason to believe that any nominee named below
will be unable to serve as a director. If at the time of the Meeting a
nominee should be unable to stand for election, it is the intention of
the persons granted the Proxies to vote in their discretion for such
person as may be designated as a nominee by the Board of Directors of
MacDermid.
Messrs. Walter F. Torrance, Jr., Robert F. Weltzien, and Francis M.
White are retiring as Directors and will not be standing for re-election
as Directors, posts in which they have served well and faithfully for
many years.
The following information has been provided by each director
nominee.
-Nominees for Director-
HAROLD LEEVER Mr. Leever joined MacDermid (Full face photo of
in 1938. He was elected President in 1954 and Harold Leever will
Chairman of the Board in 1977. Mr. Leever is be placed here.)
active in a number of organizations concerned
with education, health and youth development.
Mr. Leever has a B.S. degree in Chemical
Engineering from Michigan State University.
Principal occupation - Chairman of the Board of MacDermid
Director since 1947
207,035 shares - 7.48% (1)
Chairman of the Executive and Nominating Committees.
Age: 81
- ------------------------------------------------------------------------
--Nominees for Director --
(Full face photo of DANIEL H. LEEVER Mr. Leever joined
Daniel H. Leever will MacDermid in 1982. In 1989, he was
be placed here) appointed Senior Vice President and
Chief Operating Officer. In the
following year, he was appointed President
and Chief Executive Officer. Mr. Leever
attended undergraduate school at Kansas
State University and the Graduate School at
the University of New Haven School of
Business.
Principal occupation -President and Chief Executive Officer of MacDermid
Director since 1989
124,803 shares - 4.38% (3)
Member of the Executive and Nominating Committees
Age: 46
- ------------------------------------------------------------------------
DONALD G. OGILVIE - Mr. Ogilvie is the
Executive Vice President of the American
Bankers Association. He was from 1980 to
1985 a Vice President of Celanese Corporation (Full face photo of
and from 1977 to 1980 Associate Dean of Yale Donald G. Ogilvie
University's School of Organization and Management. will be placed here)
Earlier he held posts in the U.S. Department of
Defense and in the Executive Office of the President
as Associate Director National Security and
International Affairs in the Office of Management
and Budget. Mr. Ogilvie has a B.A. degree from Yale
University and an M.B.A. from Stanford University's
School of Business.
Principal occupation - Executive Vice President of American Bankers
Association
Director since 1986
708 shares - *(2)
Member of the Audit, Compensation, Executive and Nominating Committees.
Age: 52
--Nominees for Director--
(Full face photo of JAMES C. SMITH Mr. Smith is Chairman of
James C. Smith the Board and Chief Executive Officer of
will be placed here) Webster Financial Corporation and its
its subsidiaries, First Federal Bank of
Waterbury, Connecticut and Bristol Savings
Bank of Bristol, Connecticut. He also
serves and has served since prior to 1987
as President of Webster and First Federal.
Mr. Smith is active in a number of
organizations dedicated to enhancing the
quality of life in the communities served
by Webster. Mr. Smith has an AB degree
from Dartmouth College.
Principal occupation - Chairman of the Board and Chief Executive Officer
of Webster Financial Corporation and its subsidiaries, First Federal
Bank and Bristol Savings Bank.
Director since 1994
1,000 shares - * (2)
Member of the Audit, Compensation, Executive and Nominating Committees.
Age: 46
- ------------------------------------------------------------------------
THOMAS W. SMITH Mr. Smith is and since 1973 (Full face photo of
has been the President of Prescott Investors, Thomas W. Smith will
Inc. He is on the board of directors of Lawson be placed here)
Products, Inc. and The New York City Technical
College Foundation. Mr. Smith has a B.A. degree
from Miami University and an M.A. from the
University of California at Berkeley.
Principal occupation - President of Prescott Investors, Inc.
Director since 1989
211,460 shares - 7.64%(4)
Chairman of the Audit and Compensation Committees and a member of the
Executive and Nominating Committees
Age: 67
- ------------------------------------------------------------------------
* Indicates less than 1% of the outstanding shares of Common Stock.
Notes to Election of Directors
(1) Includes 21,900 shares owned by his wife, Ruth Ann Leever, as
to all of which shares Mr. Leever disclaims any beneficial interest, and
5,520 shares held by MacDermid's Profit Sharing and Employee Stock
Ownership Plans. Mr. Leever has sole voting power with respect to
179,615 shares. The Bank of Boston Connecticut, as trustee of a
revocable trust, may have or succeed to the rights to vote 150,275
shares. A portion of the information for Mr. Leever was obtained from
his amended Schedule 13G dated February 13, 1995. MacDermid has entered
into an agreement with Mr. Leever that up to the greater of $522,988 or
the then face amount of a life insurance policy held by MacDermid on Mr.
Leever's life will be used to purchase a portion of his MacDermid shares
upon his death. The total purchases to be made are not to exceed the
total of the state and federal estate taxes and funeral and
administration expenses of Mr. Leever's estate. The price per share of
such purchase is to be the market price at the time of death.
(2) Owner has sole investment and voting power.
(3) Includes 8,973 shares held by MacDermid's Profit Sharing and
Employee Stock Ownership plans, 7,500 and 20,000 shares which are
subject to restrictions on transfer until May 30, 1998 and May 17, 1999
respectively under the Special Stock Purchase Plan and 80,000 shares
which may be acquired upon exercise of options granted under the Special
Stock Purchase Plan. Also includes 7,062 shares held in trust by Mr.
Leever for his minor son and 202 shares owned by his spouse, as to both
of which Mr. Leever disclaims beneficial interest.
(4) Includes 201,012 shares held by partnerships in which Mr. Smith
is a general partner and 5,000 shares held by Prescott Investors, Inc.
Employee Profit Sharing Plan, as to all of which Mr. Smith shares voting
and investment power. A portion of the information for Prescott
Investors, Inc. is taken from its amended Schedule 13D dated August 3,
1990.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the following report on
executive compensation in the fiscal year ended March 31, 1995.
EXECUTIVE OFFICER COMPENSATION
The Compensation Committee is primarily responsible for
implementing MacDermid's overall executive officer compensation policy
of compensating MacDermid's executive officers with base salaries
competitive with those of comparable companies, rewarding exceptional
performance where appropriate and providing incentive for future such
performance through incentive bonuses and equity incentives.
MacDermid's executive compensation has three basic components: base
annual salary, incentive bonus and equity incentives (long term
compensation).
In establishing levels of annual salary, incentive bonus and equity
incentives, the Committee generally considers the following factors: (i)
the compensation policies and practices of competitive and other
businesses, (ii) the level and degree of responsibility of each officer,
(iii) the level of compensation and equity incentives which would be
required to attract and hold qualified and experienced officers, (iv)
the individual and collective performance and achievements of
MacDermid's executive officers and (v) MacDermid's performance, growth
and achievements relative to the industries in which MacDermid competes.
MacDermid uses a comparator group of companies, some of which are in
the specialty chemicals industry, (the "Comparator Group") to serve as a
factor for determining the appropriate cash and equity incentive components
of the program. The companies in the Comparator Group are selected based
upon their similarity to MacDermid, as determined by total revenue and
other relevant factors. Earnings trends, return on equity and other
performance measures are compared. The size and composition of the
Comparator Group may change from year to year. The Comparator Group
differed from the group of companies included in the Media General
Specialty Chemical stock index used in the Comparative Stock Performance
graph on page 9. The Media General Specialty Chemical stock index,
which consists of approximately 70 companies, is too unwieldy to use for
compensation purposes because of the large number of companies and their
disparate compensation practices. The Comparator Group is not used in
the performance graph principally because of the need to maintain
consistency in the indices or peer groups used in the graph.
Before considering the other compensation factors discussed above,
the Committee targets base annual compensation at a level which,
together with incentive bonuses, would provide cash compensation to
individual executives at below median market compensation levels for
poor corporate performance, at median market compensation levels for
good corporate performance, and above median market compensation levels
for excellent corporate performance.
Executive officers were eligible to receive incentive bonuses
pursuant to MacDermid's Executive Incentive Bonus Plan, the purpose of
which is to motivate executive officers to use their best efforts to
enhance shareholder value through improvements in MacDermid's financial
performance. The Committee uses a formula as a guide in determining the
initial amount of the executive incentive bonus. The formula utilizes
the following three factors, each of which is given equal weight: (i)
the increase in consolidated earnings per share averaged over the most
recent two-year period (the "EPS Change"), (ii) the relationship of
net earnings to net sales ("ROS") and (iii) the relationship of net
earnings to average shareholders' equity ("ROE"). An incentive bonus
is paid with respect to a particular factor only if the EPS Change, ROS
or ROE equal or exceed 3%, 4% and 14%, respectively. The amount of
incentive bonus that is actually paid to executive officers is subject
to adjustment by the Committee.
During the fiscal year ended March 31, 1995 MacDermid's executive
officers were eligible to receive equity incentives under the MacDermid
Special Stock Purchase Plan (the "Plan"). The Committee administers
the Plan, which was approved by MacDermid's shareholders in 1992, and
awards equity incentives to executives and other employees of MacDermid.
The purpose of awarding equity incentives under the Plan is to enable
MacDermid to attract, retain and motivate its employees to exert their
best efforts to enhance shareholder value by giving them the ability to
participate in the long-term growth of MacDermid. The Committee
generally considers the same factors in establishing the amounts of
equity awards for MacDermid's executive officers as those listed above.
The amounts of the awards are based upon the relative position of each
executive officer within MacDermid and individual performance
independent of the terms and amount of awards previously granted.
Equity incentives awarded under the Plan are in the form of options
to purchase a specified number of restricted shares of MacDermid Common
Stock at an exercise price equal to 66.6% of the market price of the Common
Stock on the date of award. The options are exercisable only during the
four-year period beginning on the date of award. The shares of Common Stock
acquired upon any exercise are treated as restricted stock for a period of
four years commencing on the date of exercise. Such shares may not be sold
during such period (other than to MacDermid at the exercise price) and must
be resold to MacDermid at the exercise price if the Plan participant's
employment with MacDermid is terminated during such period, except in the
case of death, retirement, permanent disability or involuntary termination
without cause. Such restrictions may, however, be waived by the Committee
in its discretion from time to time. The Committee believes that the Plan
allows executive officers to participate in the enhancement of shareholder
value but only after requiring them to share in the risk of share ownership
by holding restricted stock for a period of four years.
CHIEF EXECUTIVE OFFICER COMPENSATION
The base annual salary and incentive bonus for Daniel H. Leever, MacDermid's
Chief Executive Officer, were determined utilizing the methods and factors
discussed above. Mr. Leever's base annual salary was set at $275,000 in
Fiscal Year 1995 based upon the foregoing factors and additional
consideration including the growth of MacDermid's earnings to record levels
and the Committee's appraisal of the effectiveness of programs instituted
by Mr. Leever. Mr. Leever received a bonus for the fiscal year ended March
31, 1995 based on the stated bonus factors, each of which exceeded the
minimum requirements for payment of a bonus, and adjusted to recognize
programs implemented to improve the Corporation's capital structure, which,
in the opinion of the Committee, will benefit the shareholders. MacDermid's
performance during the fiscal year ended March 31, 1995 placed MacDermid
solidly in the upper range of the Comparator Group. Approximately one-half
of the incentive bonus was paid with respect to the EPS change with the
balance attributable to the ROS and the ROE. During the fiscal year, Mr.
Leever received the award of an option to purchase 25,000 shares of Common
Stock. The size of the award was equal to the award that Mr. Leever
received in fiscal 1994. In determining the size of the award, the
Committee considered the likely effect upon shareholder value of the
success of the programs proposed and embarked upon by Mr. Leever.
Respectfully submitted by,
THE COMPENSATION COMMITTEE
Thomas W. Smith, Chairman
Donald G. Ogilvie
James E. Smith
Walter F. Torrance, Jr.
Robert F. Weltzien
Francis M. White
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table summarizes annual, long-term and
other compensation paid by MacDermid and its subsidiaries for each of its
three fiscal years ended March 31, 1995 to MacDermid's Chief Executive
Officer and four other most highly compensated executive officers.
Long-Term
Compensation
Annual Compensation Awards
------------------- -----------------------
Securities
underlying All other
Name and Salary Bonus options compensation
principal position Year ($) <F1> ($) <F5> (#) ($) <F2>
- ------------------------------------------------------------------------
Daniel H. Leever 1995 287,000 481,250 25,000 35,268
President and 1994 260,724 125,000 25,000 17,752
Chief Executive 1993 226,600 125,000 25,000 15,854
Officer
Charles T. Cobb <F3> 1995 123,732 150,000 8,000 113,786
Vice President 1994 61,047 4,900 5,000 12,879
1993 - - - -
Terrence C. Copeland 1995 124,500 180,000 5,000 24,301
Vice President 1994 119,492 30,000 2,000 21,016
1993 113,300 43,449 5,000 8,728
Michael A. Pfaff 1995 126,750 180,000 10,000 20,273
Vice President 1994 109,969 105,000 5,000 14,480
1993 103,393 73,736 5,000 10,809
Charles D. Rice <F4> 1995 147,676 209,375 15,000 24,354
Vice President 1994 140,180 50,000 5,000 22,994
Chief Financial 1993 120,345 46,469 5,000 18,114
Officer and
Treasurer
<FN>
<F1> Salary figures include certain amounts which, previous to 1992,
would have been included in MacDermid's contribution to the Profit
Sharing Plan. Employees generally have the right to contribute this
amount to the Profit Sharing Plan under 401(k) rules. However, due to
limitations imposed by Internal Revenue Service Rules, certain executive
officers are prevented from making such a contribution and receive the
amount as additional cash compensation.
<F2> Amounts listed for 1995 include payments by MacDermid for premiums
for split dollar life insurance in the amounts of $4,384, $27,984,
$5,984 and $9,679 on behalf of, respectively, Messrs. Leever, Cobb,
Copeland, Pfaff and Rice; contributions to the E.S.O.P. in the amounts
of $3,110, $3,500, $2,250 and $3,583 on behalf of, respectively, Messrs.
Cobb, Copeland, Pfaff and Rice; moving expense reimbursement in the
amount of $72,351 on behalf of Mr. Cobb; contributions to the Profit
Sharing Plan in the amounts of $29,792, $9,265, $11,172, $11,172 and
$14,151 on behalf of, respectively, Messrs. Leever, Cobb, Copeland,
Pfaff and Rice; and premiums for term life insurance in the amounts of
$1,092, $1,076, $1,416, $1,541 and $524 on behalf of, respectively,
Messrs. Leever, Cobb, Copeland, Pfaff and Rice.
<F3> Annual compensation for Mr. Cobb is shown only for the periods
following his appointment as executive officer.
<F4> Mr. Rice resigned as an executive officer of MacDermid effective
April 15, 1995.
<F5> Amounts listed for 1995 include a portion which has not been paid
but which may be paid in restricted stock, subject to approval of the
MacDermid,Incorporated 1995 Equity Incentive Plan by the Shareholders,
and subject to the discretion of the Compensation Committee.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information with respect to stock options granted to the
Chief Executive Officer and the named executive officers during the fiscal year ended
March 31, 1995.
Individual Grants
__________________________________________________________________________________________
Potential realizable value
Percent value at assumed annual
Number of of total rates of stock price
securities options appreciation for option term <F2>
underlying granted to Exercise Market ----------------------------------
options employees or base price
granted in fiscal price on Date Expiration
Name (#) <F1> year ($/Sh) of Grant date 0%($) 5%($) 10%($)
- ---------------------------------------------------------------------------------------------------------------------
Daniel H. Leever 25,000 25.9% $16.1505 $24.44 4/18/98 $202,488 $491,945 $895,788
Charles T. Cobb 8,000 8.3% $16.1505 $24.44 4/18/98 $ 64,796 $157,422 $286,652
Terrence C. 5,000 5.2% $16.1505 $24.44 4/18/98 $ 40,498 $ 98,389 $179,158
Copeland
Michael A. Pfaff 10,000 10.4% $16.1505 $24.44 4/18/98 $ 80,995 $196,778 $358,315
Charles D. Rice 15,000 15.5% $16.1505 $24.44 4/18/98 $121,493 $245,167 $537,473
<FN>
<F1> Shares of Common Stock acquired upon exercise of an option are
treated as restricted stock for a period of four years commencing on the
date of exercise. Such shares may not be sold during such period (other
than to MacDermid at the exercise price) and must be resold to MacDermid
at the exercise price if the participant's employment with MacDermid is
terminated during such period, except in the case of death, retirement,
permanent disability or involuntary termination without cause. Such
restrictions may, however, be waived by the Compensation Committee in
its discretion from time to time.
<F2> Amounts are based upon an actual option term together with a
restricted period totaling eight years. At the end of eight years, the total
value of the 2,742,533 shares owned as of March 31, 1995 by the shareholders
of MacDermid at 5% and 10% compounding from the market price on the date of
grant would be approximately $35.83 and $51.98 per share or an aggregate value
for all shares of $98,265,000 and $142,557,000, respectively.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to the aggregate
number of unexercised options held on such date by the Chief Executive Officer
and the named executive officers as of March 31, 1995.
Number of Value of
Shares Securities underlying unexercised
acquired unexercised in-the-money
on Value options at options at
exercise realized FY-end (#) <F2> FY-end ($)
Name # $ <F1> Exercisable/ Exercisable
Unexercisable <F2><F3>
- -------------------------------------------------------------------------------
Daniel H. Leever 7,500 $ 71,985 92,500 $2,443,203
Charles T. Cobb 13,000 $ 344,881
Terrence C.Copeland 16,000 $ 424,764
Michael A. Pfaff 2,050 $ 50,938 21,268 $ 559,615
Charles D. Rice 10,000 $191,830 20,000 $ 532,828
<FN>
<F1> Value is determined as the spread between the exercise price
and the market price on the date of exercise.
<F2> All options were exercisable on the date of grant and at March 31,
1995.
<F3> Calculated using a market value per share at March 31, 1995 of
$43.00 as reported by the Nasdaq Stock Market.
EMPLOYEES PENSION PLAN
The MacDermid Employees Pension Plan (the 'Pension Plan) is a qualified
defined benefit plan. Pension payments may be made under the Pension Plan
upon normal retirement commencing when an executive reaches age 60 based
upon credited years of service up to a maximum of 30 years. Annual benefits
are calculated on a single-life annuity basis and are subject to offsets for
(i) amounts based on the value of the executive's interest in the Profit
Sharing Plan as of March 31, 1976, if any, and (ii) 0.45% of the lesser of
covered compensation or final average compensation, as defined by the
Internal Revenue Service Code (the "Code") Section 401(1), multiplied by
the years of service.
Under the MacDermid, Incorporated Supplemental Executive Retirement
Plan (the "Supplemental Plan"), executive officers are entitled to the
difference between the benefits actually paid to them under the Pension
Plan and the benefits which they would have received under the Pension
Plan were it not for certain restrictions imposed under the Code relating
to the amount of benefits payable under the Pension Plan and the amount of
annual compensation which may be taken into account in determining benefits
under the Pension Plan.
Assuming that there are no changes in the Pension Plan and that
participants historically have had earnings at least equal to the maximum
Social Security wage base in each year of employment with MacDermid, the
following table illustrates the estimated annual benefit payable for life
under the Pension Plan and the Supplemental Plan to an employee retiring
at age 60 on March 31, 1995 with maximum service under the Plan of up to
30 years. These benefits neither reflect an offset for the participant's
March 31, 1976 interest in the Profit Sharing Plan nor do they recognize
a Social Security supplement which is payable under the Pension Plan until
the employee reaches age 65.
ESTIMATED ANNUAL PENSION PAYABLE AT NORMAL RETIREMENT
BASED ON YEARS OF SERVICE INDICATED
Final Average
Earnings 10 Years 15 Years 20 Years 25 Years 30 Years
- -------------------------------------------------------------------------
$150,000 21,049 31,573 42,097 52,621 63,146
$200,000 28,549 42,823 57,097 71,371 85,646
$250,000 36,048 54,073 72,097 90,121 108,145
$300,000 43,548 65,323 87,097 108,871 130,645
$350,000 51,048 76,573 102,097 127,621 153,145
$400,000 58,548 87,823 117,097 146,371 175,645
$450,000 66,048 99,073 132,097 165,121 198,145
$500,000 73,548 110,323 147,097 183,871 220,645
$600,000 88,548 132,823 177,097 221,371 265,645
$700,000 103,548 155,323 207,097 258,871 310,645
$800,000 118,548 177,823 237,097 296,371 355,645
Covered compensation under the Pension Plan includes an employee's
annual salary and bonus, which, for the Chief Executive Officer and four
other named executive officers, is set forth in the Summary Compensation
Table. Messrs. Leever, Cobb, Copeland, Pfaff, and Rice have 14, 20, 5,
13, and 5 years of credited service, respectively, under the Pension Plan.
COMPARATIVE STOCK PERFORMANCE
The following graph and chart compare, during the five-year period
commencing March 31, 1990 (at the market close) and ending March 31, 1995,
the annual change in the cumulative total return on MacDermid's Common
Stock with the Nasdaq Stock Market (U.S. & Foreign) and the Media General
Specialty Chemicals Stock indices, assuming the investment of $100 on March
31, 1990 (at the market close) and the reinvestment of any dividends.
FIVE YEAR CUMULATIVE TOTAL RETURN
(Graph)
(The graph provided here has three data lines. Each line provides a
representation of the cumulative total return achieved on MacDermid Common
Stock, the Nasdaq Stock Market (U.S. and Foreign) and the Media General
Specialty Chemicals Stock indices, respectively. The three lines each begin
at $100 and then diverge, connecting each of their respective five other
data points. The lines for the Nasdaq Stock Market and for Specialty
Chemicals are similar and show fairly even growth from 1990 to 1995.
MacDermid's data line generally trails Nasdaq and Specialty Chemicals
through 1994 and, in 1995, increases to well above the comparator indices
at the end of 1995.)
Past share performance should not be viewed as necessarily indicative of
future performance.
Graph Dollar Values 1990 1991 1992 1993 1994 1995
- -------------------------------------------------------------------------
MacDermid, Inc. 100 129 136 149 147 247
Nasdaq 100 114 145 166 181 198
Specialty Chemicals 100 122 150 155 167 173
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND OF MANAGEMENT
The following table sets forth information as of June 1, 1995, with
respect to ownership of Common Stock by any person known to MacDermid to be
a beneficial owner of more than 5% of its Common Stock, by MacDermid's
five most highly compensated executive officers and by all directors and
officers of MacDermid as a group. Unless otherwise noted, each person
has sole voting and disposition power with respect to such person's
shares. The total of shares of Common Stock beneficially owned by the
executive officers includes the right to acquire ownership through
exercise of stock options.
- ---------------------------------------------------------------------------
Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
- ---------------------------------------------------------------------------
FIVE PERCENT BENEFICIAL OWNERS
Harold Leever 207,035 <F1> 7.48
366 Guilds Hollow Road
Bethlehem, Connecticut 06751
MacDermid Employees Profit Sharing, 669,169 <F2> 24.18
Pension and Stock Ownership Plans
245 Freight Street
Waterbury, Connecticut 06702
Thomas W. Smith and 211,460 <F1> 7.64%
Prescott Investors, Inc.
323 Railroad Avenue
Greenwich, Connecticut 06830
Bank of Boston Corporation 264,196 <F3> 9.55%
100 Federal Street
Boston, Massachusetts 02110
Lazard Freres & Co. 157,300 <F4> 5.68%
One Rockefeller Plaza
New York, N.Y. 10020
Vanguard/Primecap Fund, Inc. 189,000 <F5> 6.83%
P.O. Box 2600
Valley Forge, PA 19482
NAMED EXECUTIVE OFFICERS
Daniel H. Leever 124,803<F1> <F6> <F7> 4.38
Charles T. Cobb 13,295<F6> *
Terrence C. Copeland 18,833<F6> *
Michael A. Pfaff 32,456<F6> <F7> 1.16
Charles D. Rice 38,800<F6> 1.40
All Directors and Officers 773,846(6) 26.30
as a group (19 persons)
<FN>
* Less than 1% of shares outstanding
<F1> Additional explanation of the shares beneficially owned by the
Directors is provided in the footnotes under Election of Directors.
<F2> 463,566 shares in the MacDermid Employees Profit Sharing Plan
and 161,908 shares in the MacDermid, Incorporated Employee Stock
Ownership Plan are beneficially owned by the Trustee of the plans,
Shawmut Bank, N.A., One Federal Street, Boston, MA 02211, and 43,695
shares in the MacDermid, Incorporated Employees Pension Plan are
beneficially owned by the Trustee of the plan, Investors Bank & Trust
Company, 24 Federal Street, Boston, MA 02110. Under the terms of the
Profit Sharing Plan and the ESOP, participants have the right to vote
the shares credited to their accounts; however, the Trustee may, in its
discretion, vote any shares (including unallocated shares) not voted by
the participants. The trustee of the Pension Plan may vote all the
MacDermid shares beneficially owned thereunder.
<F3> The information for Bank of Boston Corporation ("BOB") is taken
from its Schedule 13G dated February 13, 1995. Through its subsidiary,
Bank of Boston Connecticut, BOB has sole voting power with respect to
264,196 shares, shared voting power with respect to no shares, sole
dispositive power with respect to 89,190 shares and shared dispositive
power with respect to 174,806 shares. 150,275 of the shares held by BOB
are also beneficially owned by Mr. Harold Leever. See footnote (1) under
Election of Directors.
<F4> The information for Lazard Freres & Co. ("Lazard") is taken
from its schedule 13G dated February 14, 1995.
<F5> The information for Vanguard Primecap Fund, Inc. ("Primecap")
is taken from its Schedule 13G dated February 10, 1995.
<F6> The beneficial owners of these shares generally have sole voting and
investment power. Includes 124,803; 13,295; 18,833; 32,456 and 30,800
shares of Common Stock held by Messrs. Leever, Cobb, Copeland, Pfaff and
Rice, respectively, and 87,902 shares of Common Stock beneficially owned
by 13 officers as a group in MacDermid's Profit Sharing and ESOP Plans.
Also includes 80,000, 13,000, 16,000 and 21,268 shares of Common Stock
which may be acquired upon exercise of options granted to Messrs. Leever,
Cobb, Copeland, and Pfaff, respectively, and 175,268 shares of Common Stock
in the aggregate which may be acquired upon exercise of options granted to
10 officers as a group through MacDermid's Special Stock Purchase Plan.
<F7> Includes 20,000 and 2,732 shares of Common Stock for Messrs.
Leever and Pfaff, respectively, which are subject to restrictions on
transfer under the Special Stock Purchase Plan.
INTEREST OF MANAGEMENT AND OTHERS
IN CERTAIN TRANSACTIONS AND FAMILY RELATIONSHIPS
Harold Leever is the Chairman, Director, and a nominee for Director
of MacDermid. Mr. Leever's son, Daniel H. Leever is President, Chief
Executive Officer, a Director and a nominee for Director of MacDermid.
ADDITIONAL INFORMATION RELATING TO
THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held a total of six regular meetings during
the 1995 fiscal year. Each of the eight members of the Board of
Directors attended 75% or more of the aggregate number of meetings of the
Board and the committees of which they are members. The Board has Audit,
Compensation, Executive and Nominating Committees.
The Audit Committee recommends independent auditors, reviews the
scope of the audit examination and the independence of the auditors,
reviews and approves non-audit services provided by the auditors, reviews
findings and recommendations of the auditors and management's response
thereto and reviews MacDermid's internal audit function. The Committee
met three (3) times during the 1995 fiscal year. Members of the
Committee are: Thomas W. Smith, Chairman, Donald G. Ogilvie, James C.
Smith, and retiring Directors, Walter F. Torrance, Jr., Robert F.
Weltzien and Francis M. White.
The Compensation Committee reviews and makes recommendations to
the Board with respect to officer compensation and administers the
MacDermid, Incorporated Special Stock Purchase Plan, determining the
persons to whom equity incentives are to be granted, the number of shares
to be granted and the manner in which the exercise price shall be
payable. The Committee, which met four (4) times during the 1995 fiscal
year, includes Mr. Thomas W. Smith, Chairman, Donald G. Ogilvie, James C.
Smith and retiring Directors, Walter F. Torrance, Jr., Robert F. Weltzien
and Francis M. White.
The Executive Committee may exercise, subject to limitations
prescribed by law, those powers assigned to it by the Board of Directors.
The Committee, which did not meet during the 1995 fiscal year, includes
Harold Leever, Chairman; Daniel H. Leever, Donald G. Ogilvie, Thomas W.
Smith, James C. Smith and retiring Directors, Walter F. Torrance, Jr.,
Robert F. Weltzien and Francis M. White.
The Nominating Committee reviews and makes recommendations to the
Board with regard to director nominees. Any shareholder wishing to
recommend a nominee to the Board should do so in writing addressed to
John L. Cordani, Corporate Secretary, MacDermid, Incorporated, 245
Freight Street, Waterbury, Connecticut 06702-0671. The Committee, which
met once during the 1995 fiscal year, includes Harold Leever, Chairman;
Daniel H. Leever; Donald G. Ogilvie, Thomas W. Smith, James C. Smith and
retiring Directors, Walter F. Torrance, Jr., Robert F. Weltzien and
Francis M. White.
Directors who are employees of MacDermid receive no compensation in
addition to their salaries and benefits received as employees. Directors
who are not employees are paid $500 for each meeting of the Board
attended, an additional $500 for each meeting of the Board exceeding four
hours duration, $150 for each committee meeting attended not coincident
with a meeting of the Board, a quarterly cash retainer of $750, and an
annual retainer of $2,000 payable in shares of MacDermid Common Stock.
MacDermid provides up to $50,000 group term life insurance for each
outside director for which it paid a total of $635 in premiums during the
1995 fiscal year.
SECTION 16 COMPLIANCE
Mr. James C. Smith, a Director and current nominee, filed his Form 3,
with respect to his election as a Director July 22, 1994, on August 3, 1994.
ITEM 2
Proposal To Approve
The MacDermid, Incorporated 1995 Equity Incentive Plan
On May 15, 1995, the Board of Directors adopted, subject to approval
by the shareholders, the MacDermid, Incorporated 1995 Equity Incentive
Plan (the "Plan"), which provides for the grant to employees of MacDermid
and its subsidiaries of restricted stock under the terms and conditions of
the Plan.
The Board believes that it is advisable to adopt the Plan because it will
enable MacDermid and its subsidiary corporations to grant certain of
their employees the means to acquire a proprietary interest in MacDermid,
thereby providing additional financial incentives for such employees to
contribute to MacDermid's growth and profitability. Further, the Board
believes that the availability of such incentives will be a factor in
attracting and retaining those highly competent individuals upon whose
judgment, initiative and leadership MacDermid's continuing success in
large measure depends. Therefore, the Board of Directors recommends that
the shareholders approve the Plan.
The principal provisions of the Plan are summarized below. This
summary is qualified in its entirety by reference to the Plan, a copy of
which is attached hereto as Exhibit A.
The Plan is administered by a committee of not fewer than two
members of the Board of Directors (the "Committee"), each of whom must be
a "disinterested person" within the meaning of Rule 16b-3(c) under the
Securities Exchange Act of 1934, as amended ("Rule 16b-3") and an
"outside director" within the meaning of section 162(m)(4)(c)(i) of the
Internal Revenue Code (the "Code"). The Committee may adopt such rules
and regulations as it may deem desirable for administration of the Plan.
Under the Plan, restricted shares may be granted for an aggregate,
subject to certain adjustments, of up to 50,000 shares of Common Stock.
Such shares may be treasury shares or may be authorized and unissued
shares. Not more than 25,000 restricted shares may be issued under the
Plan in any one year. On June 1, 1995, the closing price of a share of
MacDermid stock on the Nasdaq National Market System was 44-3/4. A
participant who is awarded restricted stock will have no rights with
respect to such award unless the participant accepts the award by written
instrument delivered to the Company accompanied by payment in full of the
specified purchase price. Payment may be made in cash, certified or
cashiers check or at the discretion of the Committee, by delivering
shares of Common Stock having a fair market value not less than the
amount for which payment is being made. Subject to certain exceptions,
all shares of restricted stock issued under the Plan must be held and
cannot be sold or otherwise transferred by the participant (except to
MacDermid for the price paid therefor) for a period of four (4) years
from the date of the award. In its sole discretion, the Committee may
waive the restrictions against transfer applicable to the shares prior to
the expiration of the four (4) year period.
Under the Plan the Committee will select the appropriate individuals
who will participate. Subject to the provisions of the Plan the
Committee will then determine the size of the award of restricted stock
("Restricted Stock"), the conditions under which the award will be made,
the purchase price to be paid, and the restrictions to be placed upon the
shares. In the case of a participant who also participates in a
MacDermid annual bonus plan, an award, if any, will be comprised of
Restricted Stock having a fair market value equal to twenty (20%) of the
annual bonus payout awarded to the participant under the applicable bonus
plan and will be made in lieu of the allocable bonus amount. The
Committee in its discretion may also award such a participant an
additional number of shares as long-term compensation in any multiple or
fraction of the number of shares awarded in lieu of the allocable bonus
payout. The total annual award to any participant in any one year may
not exceed an amount equal to that participant's annual bonus payout for
such year. A participant will have all the rights of a stockholder with
respect to the Restricted Stock awarded to him or her including voting
and dividend rights, subject to any applicable restrictions on transfer
and MacDermid repurchase rights, and subject to any other conditions
contained in the award.
If a participant's employment by MacDermid is terminated for any
reason other than death, retirement in accordance with MacDermid"s
qualified pension plan at or after attainment of age sixty (60),
permanent disability or involuntary termination without cause while the
participant holds shares which are subject to restrictions on transfer
imposed by the Plan, the participant is required, at MacDermid's option,
to sell such shares to MacDermid for the price he or she paid for the
shares. However, if a participant's employment is terminated due to
death or permanent disability any restrictions on the transfer of shares
held by the participant pursuant to the Plan will lapse and such shares
may be freely transferred.
If a participant's employment is terminated by retirement in
accordance with MacDermid's qualified pension plan at or after attainment
of age sixty (60) while the participant holds shares which are subject to
restrictions on transfer imposed by the Plan, the participant will be
required to sell such shares to MacDermid for the price paid therefor if
the Committee determines that the participant has engaged in misconduct,
or if the participant competed with MacDermid within the restriction period.
If the employment of a holder of shares of Restricted Stock is terminated
due to involuntary termination without cause, while the shares are subject
to restrictions, the restrictions on such shares shall be deemed to have
lapsed in annual installments of twenty-five (25) percent on the first
anniversary of the date of award of such shares and twenty-five (25) percent
on each of the next three anniversaries of such date. Provision is made in
the Plan for waiver of restrictions, at the discretion of the Committee.
In the event that MacDermid's outstanding shares of Common Stock are
increased or decreased as the result of a stock dividend, stock split,
recapitalization or other similar event, the number of shares available
for issuance under the Plan may be adjusted to the extent the Committee
deems appropriate, with the approval of counsel, to preserve the rights
of the participants.
In addition, if MacDermid reclassifies or exchanges outstanding
shares of Common Stock, consolidates or merges with or into another
corporation or otherwise recapitalizes or reorganizes (other than with
a subsidiary controlled by MacDermid), or sells or conveys to another
corporation all or substantially all of MacDermid's assets (each a
"Reorganization"), a Plan participant will have the right upon receipt
of shares pursuant to an award to acquire the same kind and amount of
securities and property which the participant would have been able to
acquire if the participant had received such shares immediately before
the Reorganization. In addition, the Committee will have the right in
connection with any Reorganization to terminate all outstanding awards
and/or to remove restrictions from some or all outstanding shares of
restricted stock.
If any person or entity owns or acquires, directly or indirectly,
shares of the capital stock of MacDermid entitled to cast 25% or more of
the votes to be cast generally in an election of directors (other than
any such shares owned or acquired by any qualified employee benefit plan
maintained by MacDermid), all restrictions imposed on any shares of
Common Stock issued pursuant to the Plan will immediately lapse unless
all members of the Board, who were members before such event and who
comprise a majority of the Board of Directors, determine otherwise by
unanimous vote.
The Board of Directors may amend, suspend, or terminate the Plan
except that no action may be taken which impairs participants' rights
under outstanding awards without their consent and no amendment may be
made without shareholder approval where such approval is required under
Rule 16b-3 under the Securities and Exchange Act of 1934. The Committee
may substitute new awards for awards previously granted to participants.
A recipient of Restricted Stock generally will be subject to tax at
ordinary income rates on the fair market value of the stock at the time
the stock is no longer subject to forfeiture, less any amount paid for
the stock. However, a recipient who makes an election under Section
83(b) of the Code within 30 days of the date of issuance of the
Restricted Stock will realize ordinary income on the date of issuance
equal to the fair market value of the shares of Restricted Stock at that
time (measured as if the shares were unrestricted and could be sold
immediately), less any amount paid for the stock. If the election is
made, no taxable income will be recognized when the shares subject to the
election are no longer subject to forfeiture. If the shares subject to
the election are forfeited, the recipient will not be entitled to any
deduction, refund or loss for tax purposes with respect to amounts
previously included in income. Subject to the limitations of Section
162(m) of the Code, MacDermid, in general, will be entitled to a
deduction equal to the amount of income recognized by the recipient in
respect of the transfer of the shares of Restricted Stock. The holding
period to determine whether the recipient has long-term or short-term
capital gain or loss upon sale of the shares after the forfeiture period
has expired begins when the restriction period expires (or upon earlier
issuance of the shares, if the recipient elected immediate recognition of
income under Section 83(b) of the Code.)
The choice of individuals who will participate in the Plan is
subject to the discretion of the Committee. In addition, any award made
is subject to acceptance by the participant in accordance with its terms.
As a result, it is not possible to indicate at this time the specific
awards which may be received by any individual participant or groups of
participants under the Plan.
Under the terms of the Plan, as adopted by the Board of Directors,
and as provided in the By-Laws of MacDermid, approval requires the
affirmative vote of the holders of a majority of the Common Stock
represented at the Meeting.
The Board of Directors recommends a vote "for" adoption of the
MacDermid, Incorporated 1995 Equity Incentive Plan (Item 2).
INDEPENDENT ACCOUNTANTS
The independent public accountants for MacDermid for fiscal year
1995 were KPMG Peat Marwick LLP ("KPMG"), which firm has been selected to
be MacDermid's auditors for fiscal year 1996 by the Board of Directors.
At the Meeting, a representative of KPMG will have the opportunity to
make a statement if he or she wishes to do so and will be available to
answer any appropriate questions that may be asked by shareholders.
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Shareholder proposals for inclusion in the proxy statement relating
to the 1996 annual meeting must comply in all respects with the rules and
regulations of the Securities and Exchange Commission and be received at
MacDermid's principal executive offices at 245 Freight Street, Waterbury,
Connecticut 06702-0671 no later than February 27, 1996. Such proposals
should be addressed to the attention of John L. Cordani, Corporate
Secretary.
ANNUAL REPORT
This Proxy Statement has been preceded by or is accompanied with the
Annual Report for the fiscal year ended March 31, 1995. Shareholders are
referred to such report for financial and other information about the
activities of the Corporation, but such report is not to be deemed a
part of the proxy soliciting material.
MISCELLANEOUS
The Board of Directors knows of no matters other than those referenced
in the Notice of Annual Meeting which are to be brought before the Meeting.
However, if any other matters are properly presented, it is the intention
of the persons named in the Proxy to vote the Proxy in accordance with their
best judgment.
It is important that Proxies be returned prior to the Meeting.
Shareholders are urged to sign and date the enclosed Proxy and promptly
return it in the enclosed envelope.
June 26, 1995 JOHN L. CORDANI
Corporate Secretary
MacDermid, Incorporated will provide without charge, to any
shareholder, upon written request, a copy of its Annual Report on Form
10-K to the Securities and Exchange Commission for the fiscal year ended
March 31, 1995. Such request should be directed to John L. Cordani,
Corporate Secretary, MacDermid, Incorporated, 245 Freight Street,
Waterbury, Connecticut 06702-0671.
Exhibit A
MACDERMID, INCORPORATED
1995 EQUITY INCENTIVE PLAN
Effective May 15, 1995
1. PURPOSES. The purposes of the MacDermid, Incorporated 1995
Equity Incentive Plan (the "Plan") are (a) to enable MacDermid,
Incorporated and its subsidiary corporations (hereinafter referred to,
unless the context otherwise requires, as the "Company") to provide to
its employees the means to acquire a proprietary interest in the Company,
in order that such persons will have additional financial incentives to
contribute to the Company's growth and profitability, and (b) to enhance
the ability of the Company to attract and retain individuals of outstanding
ability upon whom the success of the Company will depend. The Plan is
intended to accomplish these goals by enabling the Company to grant awards
("Awards") in the form of restricted stock, all as more fully described
below.
2. ADMINISTRATION. The Plan shall be administered by a committee of
not fewer than two members of the Board of Directors of the Company (the
"Board"). Each member of the Committee shall be a "disinterested person"
within the meaning of Rule 16b-3(c) under the Securities Exchange Act of
1934, as amended (the "Act") and an "outside director" within the meaning
of Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as
amended (the "Code") and applicable Treasury regulations thereunder. The
Committee may adopt such rules and regulations as it may deem necessary
or advisable for the administration of the Plan. The Committee shall
have no authority to take any action if the authority to take such action,
or the taking of such action, would disqualify the Plan from the exemption
provided by Rule 16b-3 under the Act or any successor provision.
3. PARTICIPANTS. All employees of the Company shall be eligible to
receive Awards and thereby become participants in the Plan. In granting
Awards the Committee may include or exclude previous participants in the
Plan as the Committee may determine. Receipt of an Award shall in no way
be deemed to constitute a consent to or promise of continued employment
by the Company.
4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided
herein, an aggregate of up to 50,000 shares of the Common Stock, without
par value per share (the "Common Stock"), shall be available for issuance
under the Plan. Such shares may be authorized and unissued shares or
shares held in the Company's treasury. If any Award in respect of shares
of Common Stock is forfeited for any reason or settled in a manner that
results in fewer shares of Common Stock outstanding than were initially
awarded, including without limitation the surrender of shares of Common
Stock in payment of any tax obligation on the Award, the shares of Common
Stock subject to such Award or so surrendered, as the case may be, to the
extent of such forfeiture or decrease, shall again be available for award
under the Plan.
5. GRANT OF AWARDS.
(a) Subject to the provisions of the Plan, the Committee may
award shares of restricted stock to a participant under the Plan. A
restricted stock Award entitles the recipient to acquire, for a purchase
price equal to or exceeding par value, shares of Common Stock subject to
the restrictions described in Section 6 below ("Restricted Stock"). A
maximum of 25,000 shares of Restricted Stock may be awarded by the
Committee in any year.
(b) Subject to the provisions of the Plan, the Committee shall
determine the persons to whom Awards are to be granted, the size of the
Award and all other terms and conditions of the Award, provided, however,
that in the case of a Plan participant who is also then a participant in
a Company annual bonus plan, any Award granted by the Committee to such
participant shall be comprised of:
(i) That number of shares of Restricted Stock having a fair
market value as of the date of the Award, as determined in good faith by
the Committee, equal to twenty (20) percent of the annual bonus payout
awarded to the participant under the applicable bonus plan (such Award
to be in lieu of payment of the allocable bonus amount); plus
(ii) That additional number of shares, if any, which the
Committee in its sole discretion determines is appropriate to award to
the participant for long-term compensation and which is a fraction or
multiple of the number of shares awarded to the participant under the
immediately preceding clause (i);
provided, further, however, that in no event shall the fair market value
of shares awarded to any participant under the preceding clauses (i) and
(ii) exceed in any year one hundred (100) percent of the annual bonus
payout awarded to the participant under the applicable bonus plan.
6. TERMS OF RESTRICTED STOCK.
(a) A participant who is granted a Restricted Stock Award will
have no rights with respect to such Award unless the participant accepts
the Award by written instrument delivered or mailed to the Company
accompanied by payment in full of the specified purchase price, if any,
of the shares covered by the Award. Payment may be by certified or bank
check or other instrument acceptable to the Committee.
(b) A participant who receives Restricted Stock will have all
rights of a stockholder with respect to the Stock, including voting and
dividend rights, subject to the restrictions described in this Section 6
and any other conditions imposed by the Committee at the time of grant.
Unless the Committee otherwise determines, certificates evidencing shares
of Restricted Stock will remain in the possession of the Company until
(i) such shares are free of all restrictions under the Plan and (ii) the
participant provides for payment to (or withholding by) the Company of all
amounts, if any, required under then applicable provisions of the Code and
state and local tax laws to be withheld with respect to the issuance of
such shares to the participant.
(c) Except as otherwise specifically provided by the Plan,
Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of, except to the Company (if the
Company agrees to purchase the shares) for an amount equal to the price
paid for the shares, for a period of four (4) years from the date of
issuance pursuant to an Award; provided, however, that the Committee in
its sole discretion may determine from time to time for any reason to
waive in whole or in part the restrictions applicable to any shares prior
to the expiration of such four (4) year period.
(d) If the employment of a holder of shares of Restricted Stock
is terminated for any reason other than death, retirement in accordance
with the Company's qualified pension plan at or after attainment of age
sixty (60), permanent disability or involuntary termination without
cause, while the shares are subject to the restrictions described in the
immediately preceding paragraph, the holder shall be required to sell
such shares to the Company for the price paid therefor by the holder, and
all rights of the holder with respect to such shares shall be immediately
canceled, unless the Company declines in writing to purchase the shares.
(e) If the employment of a holder of shares of Restricted Stock
is terminated for retirement in accordance with the Company's qualified
pension plan at or after attainment of age sixty (60), and the Committee,
at any time while the shares are subject to the restrictions described in
paragraph (c) above, determines that the holder, either before or after
termination of the holder's employment by the Company,
(i) has committed an act of misconduct for which he or she
could have been discharged for cause by the Company, or
(ii) has engaged, directly or indirectly, in competition
with the Company, whether as an officer, employee, agent, proprietor or
otherwise of, or by having any material investment or other material
interest in, any business that involves in whole or in part any product
or device similar to or competitive with any product or device sold by the
Company during the employment of the holder or under active development by
the Company at the time of the holder's cessation of employment, the holder
shall be required to sell such shares to the Company for the price paid
therefor by the holder, and all rights of the holder with respect to such
shares shall be immediately canceled, unless the Company declines in writing
to purchase the shares.
(f) If the employment of a holder of shares of Restricted Stock
is terminated due to involuntary termination without cause, while the
shares are subject to the restrictions described in paragraph (c) above,
the restrictions on such shares shall be deemed to have lapsed in annual
installments as follows: twenty-five (25) percent on the first anniversary
of the date of award of such shares and twenty-five (25) percent on each of
the next three anniversaries of such date (reduced in the event of any
resulting fraction to the next lowest whole number).
(g) If the employment of a holder of shares of Restricted Stock is
terminated due to death or permanent disability, while the shares are subject
to the restrictions described in paragraph (c) above, the restrictions on
such shares shall lapse as of the date of such event, and the holder shall
be free to dispose of the shares without further restriction.
(h) The restrictions imposed under this Section 6 shall apply
as well to all shares or other securities issued in respect of shares in
connection with any stock split, reverse stock split, stock dividend,
recapitalization, reclassification, spinoff, split-off, merger,
consolidation or reorganization. Any stock certificate issued in respect
of shares awarded under the Plan shall be registered in the name of the
participant, and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such shares.
7. CONDITIONS TO EFFECTIVENESS OF THE PLAN. The Plan shall not
become effective, and any Awards granted under the Plan shall not be
effective, unless and until the Plan shall have been duly approved by the
shareholders of the Company.
8. AMENDMENT AND TERMINATION. The Board by resolution at any time
may amend, suspend or terminate the Plan, provided that (a) no such
action shall be taken which impairs the rights of any participant under
any outstanding Award, without such participant's consent, and (b) no
amendment shall be made without shareholder approval if such approval
is necessary to comply with any applicable tax or regulatory requirement,
including any requirements for exemptive relief under Section 16(b) of
the Act, or any successor provision.
9. EFFECT OF CHANGES IN COMMON STOCK. If the Company shall
combine, subdivide or reclassify the shares of Common Stock which have
been or may be awarded under the Plan, or shall declare thereon any
dividend payable in shares of Common Stock, or shall take any other
action of a similar nature affecting the Common Stock, then the number
and class of shares of stock as to which Awards may thereafter be granted
(in the aggregate and to any participant) shall be appropriately adjusted
and, in the case of each Award outstanding at the time of any such
action, the number and class of shares subject to such Award shall
likewise be appropriately adjusted, all to such extent as may be
determined by the Committee in its sole discretion, with the approval of
counsel, to be necessary to preserve unimpaired the rights of the
participant. Each and every such determination shall be conclusive and
binding upon the participants.
10. EFFECT OF REORGANIZATIONS. In case of any one or more
reclassifications, changes or exchanges of outstanding shares of Common
Stock or other stock (other than as provided in Section 11), or
consolidations of the Company with, or mergers of the Company into, other
corporations, or other recapitalizations or reorganizations (other than
consolidations with a subsidiary in which the Company is the continuing
corporation and which do not result in any reclassifications, changes or
exchanges of shares of the Company), or in case of any one or more sales
or conveyances to any other corporation of the property of the Company as
an entirety, or substantially as an entirety, any and all of which are
hereinafter in this Section called "Reorganizations," a participant shall
have the right, upon any subsequent receipt of shares pursuant to an Award,
to acquire the same kind and amount of securities and property which such
participant would then have if such participant had received such shares
immediately before the first of any such Reorganizations and continued to
hold all securities and property which came to such participant as a result
of that and subsequent Reorganizations, less all securities and property
surrendered or canceled pursuant to any of the same, the adjustment rights
in Section 9 and this Section 10 being continuing and cumulative.
Notwithstanding any provision of Section 6 or any foregoing
provision of this Section 10 to the contrary, the Committee shall have
the right in connection with any Reorganization, upon not less than
thirty (30) days' written notice to the participants, to terminate all
outstanding Awards. In connection with such termination, the Committee
in its discretion, prior to the effective date of the reorganization, may
remove the restrictions from some or all outstanding shares of Restricted
Stock.
11. CHANGE IN CONTROL. In the event that at any time after the
effective date of the Plan the Company shall have a "Principal
Stockholder," as hereinafter defined, then notwithstanding anything to
the contrary contained herein, upon the date such event occurs, all
restrictions imposed pursuant to Section 6 with respect to shares shall
immediately lapse, unless the Board by unanimous vote of members who
served as directors before such event and who constitute at least fifty-one
(51) percent of the Board determines otherwise.
For purposes of this Section 11, (a) the term "Principal
Stockholder" means any corporation, person or other entity ("person")
owning beneficially, directly or indirectly, shares of the capital stock
of the Company entitled to cast twenty-five percent (25%) or more of the
votes at the time entitled to be cast generally in the election of
Directors by all of the outstanding shares of all classes of capital
stock of the Company (other than any such shares held by any qualified
employee benefit plan maintained by the Company), considered for purposes
of this Section 11 as one class; (b) in determining such ownership, a
person shall be deemed to be the beneficial owner of any shares of
capital stock of the Company which are beneficially owned, directly or
indirectly, by any other person (i) with which it or its "affiliate" or
"associate," as hereinafter defined, has any agreement, arrangement or
understanding for the purposes of acquiring, holding, voting or disposing
of capital stock of the Company or (ii) which is its "affiliate" or
"associate;" (c) a person shall be deemed to be an "affiliate" of, or
affiliated with, a specified person if such person directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is
under common control with, the person specified; and (d) the term
"associate" used to indicate a relationship with any person shall mean (A)
any corporation or organization (other than the Company or any subsidiary
of the Company) of which such person is an officer or partner or is,
directly or indirectly, the beneficial owner of ten percent (10%) or more
of any class of equity security, (B) any trust or other estate in which
such person has a substantial beneficial interest or as to which such
person serves as trustee or in a similar fiduciary capacity, and (C) any
relative or spouse of such person, or any relative of such spouse, who has
the same home as such person.
12. GENERAL PROVISIONS.
(a) Notwithstanding any other provision of the Plan, to the
extent required to qualify for the exemption provided by Rule 16b-3 under
the Act, and any successor provision, any Common Stock or other equity
security offered under the Plan to a person subject to Section 16 of the
Act may not be sold for at least six months after acquisition.
(b) Each Award under the Plan shall be evidenced by a writing
delivered to the participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable
to achieve the purposes of the Plan or comply with applicable tax or
regulatory laws and accounting principles.
(c) The terms of each Award need not be identical, and the
Committee need not treat participants uniformly. Except as otherwise
provided by the Plan or a particular Award, any determination with
respect to an Award may be made by the Committee at the time of award
or at any time thereafter.
(d) No Award may be transferred other than by will or by the
laws of descent and distribution.
(e) When a participant purchases Restricted Stock pursuant to
an Award for a price equal to the par value of the Restricted Stock, the
Committee in its discretion may determine that such price has been
satisfied by past services rendered by the participant.
13. INTERPRETATION. The interpretation and construction of any
provision of the Plan and the adoption of rules and regulations for
administering the Plan shall be made by the Committee. Determinations
made by the Committee with respect to any matter or provision contained
in the Plan shall be final, conclusive and binding upon the Company and
upon all participants, their heirs and legal representatives. Any rule
or regulation adopted by the Committee (whether under the authority of
this Section or Section 2 above) shall remain in full force and effect
unless and until altered, amended or repealed by the Committee.
Appendix A
FORM OF PROXY
(Front)
PROXY MACDERMID, INCORPORATED PROXY
This Proxy is Solicited on Behalf of the Board of Directors
Annual Meeting of Shareholders -- July 20, 1995 at 3:30 P.M., E.D.T.
At The Holiday Inn Waterbury, 63 Grand Street, Waterbury, Connecticut
The undersigned hereby constitutes and appoints HAROLD LEEVER and
DANIEL H. LEEVER, or either of them, with full power of substitution in
each, attorneys and proxies to act on behalf of the undersigned at said
meeting and at any adjournment thereof, with authority to vote on the
following matters all shares of stock which the undersigned would be
entitled to vote at said Meeting if personally present as directed on
the reverse side hereof with respect to the items set forth in the
accompanying Proxy Statement and in their discretion upon such other
matters as may properly come before the Meeting.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY VOTING INSTRUCTION CARD
IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
(Reverse)
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
A vote FOR items 1, 2 and 3 is recommended by the Board of Directors.
1. Election of Directors
Nominees: Harold Leever, Daniel H. Leever,
Donald G. Ogilvie, James C. Smith and
Thomas W. Smith
FOR WITHHOLD FOR ALL (Except Nominee(s) written below)
[ ] [ ] [ ] _________________________________
2. Approval of MacDermid, Incorporated 1995 Equity Incentive Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, upon any other matters as may properly come
before the meeting.
AUTHORITY AUTHORITY
GRANTED WITHHELD
[ ] [ ]
This proxy, when properly executed, will bevoted in the manner
directed herein by the stockholder. If no direction is made,
this proxy will be voted FOR the above matters.
Dated:________________________,1995
Signature(s)_____________________________
_____________________________
NOTE: Please sign exactly as name appears hereon.
For joint accounts both owners should sign. When
signing as executor, administrator, attorney,
trustee, guardian, corporate officer, etc., please
give your full title.
[Space is provided for a mailing label containing the
shareholder's name, address, account number, CUSIP
number, sequence number and number of shares.]