As filed with the Securities and Exchange Commission on April 30, 2001
Registration Statement No. ______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CFC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3434526
(State of Incorporation) (I.R.S. Employer Identification No.)
500 State Street, Chicago Heights, Illinois 60411
(Address of Principal Executive Offices) (Zip Code)
CFC INTERNATIONAL, INC. 2000 DIRECTORS' STOCK OPTION PLAN
CFC INTERNATIONAL, INC. 2000 STOCK OPTION PLAN
(Full title of the plans)
Roger F. Hruby
Chairman of the Board of Directors and
Chief Executive Officer
CFC International, Inc.
500 State Street
Chicago Heights, Illinois 60411
(Name, address and telephone number, including area code, of agent for service)
(708) 891-3456
Copies to:
Michael J. Boland
McBride Baker & Coles
500 West Madison Street, 40th Floor
Chicago, Illinois 60661
(Name, address and telephone number, including area code)
(312) 715-5744
Calculation of Registration Fee
Title Proposed Proposed
of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be To Be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
---------- ---------- --------- --------- ---
Common Stock 200,000 $________ $________ $264.00
$.01 Par Value
(1) Estimated solely for purposes of calculating the registration fee and
based on average of the high and low prices as reported by the NASDAQ
National Market System on April 30, 2001.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this registration
statement the following documents filed with the Securities and Exchange
Commission (the "Commission") (File Number 0-27222):
(a) The Company's Annual Report on Form 10-K filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 as amended (the "Exchange Act") for
the fiscal year ended December 30, 2000;
(b) All other reports filed pursuant to Section 13(a) or 15(b) of the
Exchange Act since the end of the fiscal year covered by the Company's fiscal
year ended December 30, 2000; and
(c) The description of the Company's Common Stock as contained in the
Company's registration statements filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents. Any statement contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware authorizes the Company to indemnify its directors and officers
under specified circumstances. The Restated Certificate of Incorporation and
Bylaws of the Company provide that the Company shall indemnify, to the extent
permitted by Delaware law, its directors and officers (and may indemnify its
employees and agents) against liabilities (including expenses, judgments, and
settlements) incurred by them in connection with any actual or threatened
action, suit, or proceeding to which they are or may become parties and which
arises out of their status as directors, officers, or employees. The Company has
entered into an agreement with each of its directors which requires the Company
to indemnify the director to the extent permitted by Delaware law.
The Company's Restated Certificate of Incorporation and Bylaws eliminate,
to the fullest extent permitted by Delaware law, liability of a director to the
Company or its stockholders for monetary damages for a breach of such directors
fiduciary duty of care except for liability where a director (a) breaches his or
her duty of loyalty to the Company or its stockholders, (b) fails to act in good
faith or engages in international misconduct or knowing violation of law, (c)
authorizes payment of an illegal dividend or stock repurchase, or (d) obtains an
improper personal benefit. While liability for monetary damages has been
eliminated, equitable remedies such as injunctive relief or rescission remain
available. In addition, a director is not relieved of his responsibilities under
any other law, including the federal securities laws.
The directors and officers of the Company are insured within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits, or proceedings and certain
liabilities which might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable.
In addition to such other rights of indemnification as they may have as
directors, each of the CFC International, Inc. 2000 Directors' Stock Option Plan
and the CFC International, Inc. 2000 Stock Option Plan (the "Plans") provides
that the members of the committee which administers the Plan shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plans or any option granted thereunder, and
against amounts paid by them in settlement thereof or paid by them in
satisfaction of a judgment in any such action, suit or proceeding.
ITEM 8. EXHIBITS
Exhibit Number Description
-------------- -----------
4.1 Restated Certificate of Incorporation of the
Company (incorporated by reference to
Exhibit 3.1 to the Company's registration
statement on Form S-1, Registration No.
33-96110)
4.2 Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.2 to
the Company's registration statement on Form S-1,
Registration No. 3396110)
4.3 Specimen certificate representing shares of
Common Stock (incorporated by reference to
Exhibit 4.1 to the Company's registration
statement on Form S-1, Registration No.
33-96110)
5 Opinion of Counsel regarding Legality
23.1 Consent of Counsel (contained in the opinion
filed as Exhibit 5 to this Registration Statement)
23.2 Independent Accountant's Consent
27.1 Power of Attorney (included on the signature page
of this Registration Statement)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) promulgated under the Securities Act if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(c) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement, or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering; and
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is again public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Chicago Heights, State of Illinois, on this 30th day of
April, 2001.
CFC INTERNATIONAL, INC.
By /s/ Roger F. Hruby
------------------------------------
Roger F. Hruby, Chairman of
the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
--------------------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, in his or her capacity as an officer and/or director (as set forth below)
of CFC International, Inc., a Delaware corporation (the "Corporation"), which is
about to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 a
Registration Statement on Form S-8, for shares of Common Stock of the
Corporation or other interests under the CFC International, Inc. 2000 Stock
Option Plan and CFC International, Inc. 2000 Directors' Stock Option Plan (the
"Plans"), hereby constitutes and appoints Roger F. Hruby and Dennis W. Lakomy,
and each of them, each with the full power of substitution and re-substitution,
as his or her true and lawful attorney-in-fact and agent, with full power to act
for the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign, or cause to be signed electronically, said
Registration Statement and any and all amendments to the aforementioned
Registration Statement and to file said Registration Statement and amendments
thereto so signed with all exhibits thereto, as well as to prepare, execute and
file any and all other documents in connection with such Plans with the SEC, all
state securities authorities under the blue sky and securities laws of the
States of the United States of America, and The NASDAQ Stock Market, hereby
granting unto said attorney-in-fact and agent full power and authority to do and
perform any and all acts and things requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Roger F. Hruby Chairman of the Board of Directors,
Roger F. Hruby Chief Executive Officer and Director April 30, 2001
(Principal Executive Officer)
/s/Richard L. Garthwaite President, Chief Operating Officer April 30, 2001
Richard L. Garthwaite and Director (Principal Operating
Officer)
/s/Dennis W. Lakomy Executive Vice President, April 30, 2001
Dennis W. Lakomy Chief Financial Officer,
Secretary, Treasurer and Director
(Principal Financial Officer)
/s/Jeffrey E. Norby Vice President, Controller April 30, 2001
Jeffrey E. Norby (Principal Accounting Officer)
/s/William G. Brown Director April 30, 2001
William G. Brown
/s/Robert B. Covalt Director April 30, 2001
Robert B. Covalt
/s/Richard Pierce Director April 30, 2001
Richard Pierce
/s/David D. Wesselink Director April 30, 2001
David D. Wesselink
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's registration statement on Form S-1,
Registration No. 33-96110)
4.2 Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's registration
statement on Form S-1, Registration No. 3396110)
4.3 Specimen certificate representing shares of Common Stock
(incorporated by reference to Exhibit 4.1 to the Company's
registration statement on Form S-1, Registration No.
33-96110)
5 Opinion of Counsel regarding Legality
23.1 Consent of Counsel (contained in the opinion filed as
Exhibit 5 to this Registration Statement)
23.2 Independent Accountant's Consent
27.1 Power of Attorney (included on the signature page of this
Registration Statement)
Exhibit 5
[McBride Baker & Coles Letterhead]
April 30, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
We are counsel to CFC International, Inc., a Delaware corporation (the
"Company"). The Company is filing a Registration Statement on Form S-8
("Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), in connection with the registration under the Act of 200,000 shares of
Common Stock, par value $.01 per share of the Company (the "Shares") to be
issued pursuant to awards under the Company's 2000 Directors' Stock Option Plan
and 2000 Stock Option Plan (the "Plans").
Assuming the Registration Statement is filed with and accepted by the
Securities and Exchange Commission, the Shares, when issued and paid for in
accordance with the Plans, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the heading "Legal
Opinions" in the Registration Statement.
Very truly yours,
/s/ McBride Baker & Coles
Exhibit 23.2
[PricewaterhouseCoopers LLP Letterhead]
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement of CFC International, Inc. on Form S-8 of our report dated February
15, 2001 on our audits of the consolidated financial statements and financial
statement schedule of CFC International, Inc. as of December 31, 2000 and 1999,
and for the years ended December 31, 2000, 1999 and 1998, which report is
included in the Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
April 30, 2001