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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period _____ to _____
COMMISSION FILE NUMBER
0-27222
CFC INTERNATIONAL, INC.
EMPLOYEES' SAVINGS AND INVESTMENT PLAN
CFC INTERNATIONAL, INC.
500 State Street
Chicago Heights, IL 60411
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REQUIRED INFORMATION
Page
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(a) Financial Statements - Plan financial statements and 3-13
schedule prepared in accordance with financial
reporting requirements of ERISA.
See accompanying Contents of Financial Statements and
Supplemental Schedule attached hereto, which is
incorporated herein by reference.
(b) Signatures 14
(c) Exhibits 15
23 Consent of Independent Registered Public Accounting Firm
CFC International, Inc.
Employees' Savings and
Investment Plan
Financial Statements and Supplemental Schedule
December 31, 2004 and 2003
CFC International, Inc.
Employees' Savings and Investment Plan
Index
December 31, 2004 and 2003
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Page(s)
Report of Independent Registered Public Accounting Firm.............1
Financial Statements
Statements of Net Assets Available for Benefits.....................2
Statement of Changes in Net Assets Available for Benefits...........3
Notes to Financial Statements.......................................4-7
Supplemental Schedule
Schedule I: Schedule H, line 4i - Schedule of Assets
(Held at End of Year).............................................8
Note: Other schedules required by 29 CFR 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable.
[GRAPHIC OMITTED]
PricewaterhouseCoopers LLP
One North Wacker
Chicago, IL 60606
Telephone (312) 298-2000
Facsimile (312) 298-2001
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
CFC International, Inc. Employees' Savings
and Investment Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the CFC International, Inc. Employees' Savings and Investment Plan (the
"Plan") at December 31, 2004 and 2003, and the changes in net assets available
for benefits for the year ended December 31, 2004 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
[GRAPHIC OMITTED]
Chicago, Illinois
May 27, 2005
CFC International, Inc.
Employees' Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
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2004 2003
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Assets
Investments
Participant directed investments, at fair value . $9,628,510 $8,185,490
Loans to participants ........................... 88,382 75,993
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Total investments ................... 9,716,892 8,261,483
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Receivables
Employer contributions .......................... 19,351 12,685
Employee contributions .......................... 69,640 41,378
Interest ........................................ 275 7
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Total receivables ................... 89,266 54,070
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Net assets available for benefits .................... $9,806,158 $8,315,553
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The accompanying notes are an integral part of these financial
statements.
CFC International, Inc.
Employees' Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
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Additions
Investment income
Net appreciation in fair value of investments ............. $1,103,855
Dividend income ........................................... 79,002
Interest income ........................................... 5,734
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1,188,591
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Contributions
Employer .................................................. 195,603
Employee .................................................. 683,931
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879,534
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Total additions ............................... 2,068,125
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Deductions
Benefits paid to participants .................................. 574,522
Loan processing and distribution fees .......................... 2,998
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Total deductions ................................. 577,520
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Net increase ..................................... 1,490,605
Net assets available for benefits, beginning of year ........... 8,315,553
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Net assets available for benefits, end of year ................. $9,806,158
==========
The accompanying notes are an integral part of these financial
statements.
CFC International, Inc.
Employees' Savings and Investment Plan
Notes to Financial Statements
December 31, 2004 and 2003
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1. Plan Description
The following description of the CFC International, Inc. Employees'
Savings and Investment Plan (the "Plan") is provided for general
information purposes only. Interested parties should refer to the
summary plan description or plan agreement for more complete details
of the Plan's provisions. The Plan is a defined contribution plan
whose purpose is to provide retirement benefits for eligible employees
of CFC International, Inc. (the "Employer") who have completed one
hour of service and attained age 21. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
ABN AMRO Trust Services Company (the "Trustee") is the Trustee of the
Plan. The Trustee holds the Plan's investment assets and executes
investment transactions.
Contributions
Eligible employees ("Participants") may contribute between 2% and 18%
of their annual compensation under a salary deferral agreement,
subject to limits imposed by the Internal Revenue Code. Participants
may contribute 18% of their annual pre-tax compensation and 14% of
their annual post-tax compensation. For each participant's salary
deferral contribution up to a maximum of 4% of annual compensation, as
defined, the Employer will make matching contributions of 50% of such
participant's pre-tax contribution. In addition, the Employer can make
a discretionary contribution to the Plan each year.
Participant Accounts, Vesting and Forfeitures
Participant accounts are credited with each participant's current
contribution, employer matching contributions and a share of the
Plan's earnings and losses. The Employer's matching contributions are
credited monthly. The allocation of Plan earnings and losses are based
on the proportion that the balance of each participant's account
invested in an investment fund bears to the total balance of all
participants' accounts invested in that investment fund. Participants
immediately vest in their own contributions plus earnings and losses
thereon. The Employer's matching contributions vest after one year of
service. Employees must complete 1,000 hours (one year) of service and
be employed on the last day of the plan year to receive an Employer
discretionary contribution. Employer discretionary contributions vest
over seven years, as defined in the plan document. Forfeitures of
non-vested balances are used to reduce the Employer's contribution for
the Plan year. Forfeitures were $1,025 in 2004.
Payment of Benefits
On termination of service due to retirement, death or disability,
participants become 100% vested in their account balance. For
termination of service for other reasons, participants may receive the
vested balance in their account. Vested balances less than $5,000 are
automatically distributed after employment is terminated. Vested
balances greater than $5,000 are distributed upon election by the
participant. All amounts must be distributed as lump-sum
distributions.
CFC International, Inc.
Employees' Savings and Investment Plan
Notes to Financial Statements
December 31, 2004 and 2003
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Participant Loans
The Plan provides that a participant may borrow a minimum of $1,000
and up to a maximum of the lesser of 50% of the participant's vested
account balance or $50,000 less the excess of the highest outstanding
loan balance during the previous one year period over the outstanding
balance as of the date of the loan. The loans are secured by the
balance in the participant's account and bear interest at the prime
rate at the time of the loan origination plus 1%. Repayment occurs
through payroll withholding over a period not to exceed 60 months,
unless the loan is for the purchase or construction of a home, in
which case the repayment period may extend to 180 months.
Termination of Plan
Although it has not expressed any intent to do so, the Employer has
the right under the Plan at any time to terminate the Plan subject to
the provisions of ERISA. In the event of Plan termination participant
account balances become 100% vested and Plan assets, after allowances
for expenses of administration or liquidation, are to be allocated
proportionately to each participant based on the net aggregate value
of the participants' investments determined as of the date of Plan
discontinuance.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
Investment Valuation and Investment Income
Under provisions of the plan, participants may direct the Trustee to
invest their contributions, as well as employer contributions, in any
of the investment options available under the Plan. Investment options
are mutual funds, a money market fund and certain equity securities,
valued at fair value as determined by the Trustee, using quoted market
prices and common and collective trust investments, valued at the fair
value of the underlying investments. Loans to participants are carried
at the outstanding principal amount which is estimated to approximate
fair value.
Purchases and sales of securities, including related gains and losses,
are recorded on a trade-date basis. Dividends are recorded when
declared and allocated monthly. Interest is accrued and allocated
monthly.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of
its investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Payment of Benefits
Benefits are recorded when paid.
Contributions
Employer matching and employee contributions are recognized during the
period in which the participant's related compensation is earned.
Employer discretionary contributions are recognized during the period
in which approved by the Employer's board of directors. No Employer
discretionary contributions were made during the year ended December
31, 2004.
CFC International, Inc.
Employees' Savings and Investment Plan
Notes to Financial Statements
December 31, 2004 and 2003
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Administration
The Plan is administered by CFC International, Inc. (the
"Administrator") who is responsible for both financial and
non-financial aspects of the Plan. The Administrator has entered into
Trust agreements with ABN AMRO to receive contributions, administer
the assets of the Plan and distribute withdrawals pursuant to the
Plan.
Risks and Uncertainties
The Plan provides for investment in various mutual funds, a money
market fund, common and collective trusts and certain equity
securities. Such investments are exposed to various risks, such as
interest rate, market and credit. The Plan also has an international
fund exposed to currency risks. Due to the level of risk associated
with such investments, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and
that such changes could materially affect participants' account
balances and amount reported in the statements of net assets available
for benefits and the statement of changes in net assets available for
benefits.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
Expenses
All recordkeeping expenses incurred by the Plan are paid by the
Employer. All loan processing and distribution fees are paid by the
participants requesting the transactions.
3. Investments
The following table presents individual participant directed
investment options that represent 5% or more of the Plan's net assets
as of December 31:
2004 2003
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ABN AMRO S&P 500 Index Collective Fund ......... $3,928,263 $3,996,330
ABN AMRO Chicago Capital Bond Fund ............. 1,349,655 1,318,677
ABN AMRO Income Plus Collective Fund ........... 2,169,155 1,529,690
Veredus Aggressive Growth Fund ................. 534,331 431,484
Julius Baer International Equity Fund .......... 513,354 --
CFC International Unitized Stock Fund .......... 704,639 --
CFC International, Inc.
Employees' Savings and Investment Plan
Notes to Financial Statements
December 31, 2004 and 2003
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During 2004, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $1,103,855 as follows:
2004
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Mutual funds ............................................. $ 195,042
CFC International Unitized Fund .......................... 451,963
Collective trusts ........................................ 456,850
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$1,103,855
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4. Party-in-Interest Transactions
Certain Plan investments are shares of mutual funds and common
collective trusts managed by ABN AMRO. ABN AMRO is the trustee as
defined by the Plan; therefore, these transactions qualify as
party-in-interest transactions. In addition, the plan document
provides for participant loans which also qualify as party-in-interest
transactions.
The Trustee is authorized, under contract provisions and by exemption
under 29 CFR 408(b) of ERISA regulations, to invest in securities
under its control and securities of the Employer.
The Plan also invests in a unitized stock fund that is derived from
the Plan sponsor's stock. As the fund is dependent on the Plan
sponsor's stock these transactions qualify as party-in-interest
transactions.
5. Tax Status
The Plan is a Prototype Non-standardized Profit Sharing Plan
("Prototype Plan") sponsored by Chicago Trust Company, a related
company to the Trustee, and adopted by the Company. The Prototype Plan
obtained its latest determination letter on August 30, 2001, in which
the Internal Revenue Service ("IRS") stated that the Prototype Plan,
as then designed, was in compliance with the applicable requirements
of the Internal Revenue Code ("IRC"). The Plan has not requested its
own determination letter from the IRS. Although the Plan has been
amended since receiving the determination letter, the plan
administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the IRC.
Therefore, the plan administrator believes that the Plan is qualified
and the related trust is tax-exempt as of the financial statement
dates.
6. Subsequent Events
On May 3, 2005, CFC International, Inc. announced that it entered into
a letter of intent to merge the Company with an affiliate of Audax
Group. The proposed transaction is subject to a number of conditions,
including completion of due diligence and the negotiation and
execution of a definitive agreement. There can be no assurance that a
transaction will be completed. The effect of any transaction, if
completed, on the Plan is not known.
Additionally, effective April 1, 2005 the Plan change its Trustee from
the ABN AMRO Trust Services Company to the Fidelity Management Trust
Company.
SUPPLEMENTAL SCHEDULE
CFC International, Inc.
Employees' Savings and Investment Plan
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2004 Schedule I
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(c)
Description of
(b) Investment Including
Identity of Issue, Maturity Date, Rate of ** (e)
Borrower, Lessor Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
* ABN AMRO Treasury ABN AMRO S&P 500 Index
Collective Fund $ - $3,928,263
* ABN AMRO Treasury ABN AMRO Chicago Capital
Bond Fund - 1,349,655
* ABN AMRO Treasury ABN AMRO Income Plus
Collective Fund - 2,169,155
* ABN AMRO Treasury Veredus Aggressive Growth
Fund - 534,331
* ABN AMRO Treasury ABN AMRO Chicago Capital
Growth Fund - 247,549
* ABN AMRO Treasury Artisan Mid-Cap Growth Fund - 181,379
* ABN AMRO Treasury ABN AMRO Money Market
Liquidity Fund - 185
* ABN AMRO Treasury Julius Baer International
Equity Fund - 513,354
* CFC International, CFC International Unitized
Inc. Stock Fund - 704,639
* Participant loans 5.0% to 10.5% interest per
annum with maturity dates
between February 2005 and
November 2019 - 88,382
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Total assets $9,716,892
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* Indicates a party-in-interest
**Cost information has been omitted as investments are participant directed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
CFC INTERNATIONAL, INC. EMPLOYEES'
SAVINGS AND INVESTMENT PLAN
BY: /s/ Dennis W. Lakomy
Dennis W. Lakomy
Plan Administrator
Date: June 29, 2005