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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended MARCH 31, 2000; or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ____________ to ____________
COMMISSION FILE NUMBER 001-13889
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A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
MacDermid Equipment 401(K) Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MACDERMID, INCORPORATED
245 Freight Street
Waterbury, CT 06702-0671
REQUIRED INFORMATION
In accordance with the rules to Form 11-K, attached as Appendix 1 to this Form
11-K are the plan financial statements and schedules prepared in accordance with
the financial reporting requirements of ERISA and examined by an independent
accountant on a full scope basis.
EXHIBITS
23.1 Consent of KPMG LLP
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
MACDERMID EQUIPMENT 401(K) PLAN
By: MACDERMID, INCORPORATED
Date October 13, 2000 By:/s/ Frank Montiero
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Frank Montiero,
Member, MacDermid Benefit Plans
Administration Committee
MACDERMID EQUIPMENT 401(K) PLAN
Financial Statements and Supplemental Schedule
March 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
MACDERMID EQUIPMENT 401(K) PLAN
Table of Contents
Page
Independent Auditors' Report 1
Statement of Net Assets Available for Plan Benefits at March 31,
2000 and 1999 2
Statement of Changes in Net Assets Available for Plan Benefits for
years ended March 31, 2000 and 1999 3
Notes to Financial Statements 4
SCHEDULE
1 - Schedule of Assets Held for Investment Purposes at End of Year 10
Note: Schedules of reportable transactions, nonexempt transactions, loans or
fixed income obligations in default or classified as uncollectible,
leases in default or classified as uncollectible and investment assets
both acquired and disposed of within the plan year as required by the
Employee Retirement Income Security Act of 1974 (ERISA) and Department of
Labor Regulations have not been included herein as the information is not
applicable.
INDEPENDENT AUDITORS' REPORT
Plan Administrator
MacDermid Equipment 401(k) Plan
Waterbury, Connecticut:
We have audited the accompanying statement of net assets available for plan
benefits of MacDermid Equipment 401(k) Plan as of March 31, 2000 and 1999 and
the related statement of changes in net assets available for plan benefits for
the years ended March 31, 2000 and 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of MacDermid
Equipment 401(k) Plan as of March 31, 2000 and 1999 and the changes in net
assets available for plan benefits for the years ended March 31, 2000 and 1999
in conformity with accounting principles generally accepted in the United States
of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG LLP
Hartford, Connecticut
July 14, 2000
MACDERMID EQUIPMENT, INC. 401(K) PLAN
Statement of Net Assets Available for Plan Benefits
March 31, 2000 and 1999
ASSETS 2000 1999
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Investments, at current value (notes 4 and 5):
MacDermid common stock $ 242,545 152,803
Mutual funds 1,322,478 1,287,177
Participant loans receivable 80,659 43,170
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Total investments 1,645,682 1,483,150
Employer contribution receivable - 47,134
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Total net assets available for Plan Benefits $ 1,645,682 1,530,284
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See accompanying notes to financial statements.
2
MACDERMID EQUIPMENT, INC. 401(K) PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Years ended March 31, 2000 and 1999
2000 1999
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Investment income:
Dividends:
MacDermid Inc. common stock $ 430 -
Other securities 74,830 969
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75,260 969
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Interest 2,763 342
Interest on participants loans 6,350 1,355
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9,113 1,697
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Net appreciation (depreciation) of investments (note 6):
MacDermid Inc. common stock (76,300) (1,300)
Other securities 101,240 72,484
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24,940 71,184
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Total investment income 109,313 73,850
Contributions:
Employer 51,247 101,301
Employee 197,842 175,416
Rollover 55,972 31,780
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Total additions 414,374 382,347
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Distributions to participants (297,026) (154,595)
Other expense, net (1,950) (219)
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Total deductions (298,976) (154,814)
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Net increase 115,398 227,533
Net assets available for plan benefits:
Beginning of period 1,530,284 1,302,751
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End of period $ 1,645,682 1,530,284
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See accompanying notes to financial statements.
3
MACDERMID EQUIPMENT 401(K) PLAN
Notes to Financial Statements
March 31, 2000 and 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The MacDermid Equipment (the Company) 401(k) Plan (the Plan)
is a defined contribution plan that was established as of
January 1, 1989 under the name of the Hollmuller America, Inc.
401(k) Plan. MacDermid, Inc. had owned 50% of Hollmuller
America, Inc. During 1995, MacDermid, Inc. purchased the
remaining 50% of Hollmuller America, Inc., and the name of the
Plan was changed to the MacDermid Equipment 401(k) Plan.
The accompanying financial statements have been prepared on an
accrual basis. Current values of investments are determined
using quoted market prices and current yields. Purchases and
sales of securities are recorded on a trade-date basis. The
cost of investments sold is determined on an average cost
basis.
(b) TRUST FUND
Great West Life and Annuity Insurance Company was the trustee
of the Plan through December 31, 1998. Effective January 1,
1999, Prudential Investments is the Trustee of the Plan. Under
the terms of a trust agreement between the Trustee and the
Plan, the Trustee manages a trust fund on behalf of the Plan.
The Plan Trustee has discretionary authority concerning
purchases and sales of investments in the trust fund. The
investments and changes therein of this trust fund have been
reported to the Plan by the Trustee as having been determined
through the use of current values for all assets and
liabilities.
(c) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect
the reported amounts of assets, liabilities, and the
disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
(d) PAYMENT OF BENEFITS
Benefits are recorded when paid.
4 (Continued)
MACDERMID EQUIPMENT 401(K) PLAN
Notes to Financial Statements
March 31, 2000 and 1999
(2) PLAN PROVISIONS
Under the terms of the Plan, an employee is eligible to become a
participant in the Plan (for the purpose of making employee
contributions) upon the completion of 30 days of employment and
reaching the age of 18. For the purpose of receiving Company
contributions, an employee is eligible after completing at least 1,000
hours of employment with the Company during the current Plan year and
if they are a participant on the last day of the Plan year.
An employee may make voluntary pre-tax contributions to the Plan
totaling from 1% to 15% of the employee's gross pay, subject to IRS
limitations. Contributions toward Company stock (up to 6%) are matched
by the Company $0.50 per dollar, to a maximum of 3% of employees'
gross pay. Each participant shall direct (to funds) 100% of their
contributions.
The Company may make profit-sharing contributions to the Plan. This is
a discretionary contribution determined by the Board of Directors.
Profit-sharing contributions were $0 and $47,134 for the years ended
March 31, 2000 and 1999, respectively.
Employees vest immediately as to their contributions. Full vesting
with respect to the Company's contribution requires five years of
credited service, except that full vesting will apply when an employee
attains age 55, dies or becomes totally disabled. Any forfeited
amounts related to the maximum additional 3% of compensation allocated
to the Company Stock Fund are used to reduce the cash contribution
required by the Company in the following year. At March 31, 2000 and
1999, forfeited amounts to be used to reduce future employer
contributions were $6 and $0, respectively. All other forfeitures are
allocated on a pro rata basis to Plan participants with at least one
year of participation in the Plan based on eligible compensation.
Forfeitures used to reduce employer contributions were $0 and $19,232
during the years ended March 31, 2000 and 1999, respectively.
Distribution of participants' accounts upon separation shall be paid
in (a) a lump sum, or (b) equal installments.
The Company expects to continue the Plan indefinitely, but necessarily
reserves the right to amend, modify or terminate the Plan at any time.
If it is necessary to discontinue the Plan, the assets in the trust
fund will be used to provide benefits in accordance with the
provisions of the Plan document.
(3) FEDERAL INCOME TAXES
The Plan has received a tax determination letter from the Internal
Revenue Service (IRS) indicating that the Plan qualifies under the
provisions of Section 401(a) of the Internal Revenue Code (IRC) and is
exempt from federal income taxes. The Plan has been amended since
receiving the determination letter. However, the Company believes the
Plan is designed and is currently being operated in compliance with
the applicable sections of the IRC.
5 (Continued)
MACDERMID EQUIPMENT 401(K) PLAN
Notes to Financial Statements
March 31, 2000 and 1999
Plan participants are taxed on Plan benefits at the time of
distribution to the extent such distribution exceeds a participant's
post-tax contribution to the Plan. The Plan withholds the mandatory
20% federal tax from all taxable distributions which are not direct
rollovers. The tax consequences to the participant will depend on the
type of distribution (lump sum, annuity, or installments).
(4) INVESTMENT PROGRAMS
Plan participants may elect from among fifteen separate investment
funds in which to have their contributions and a portion of the
Company's contribution invested. Effective March 31, 2000, the
Prudential mutual funds were invested in Z shares verus A shares. The
fifteen investment funds of the Plan as of March 31, 2000 are as
follows:
(1) OPPENHEIMER QUEST VALUE A (QFVFX) - Seeks capital appreciation.
(2) PRUDENTIAL MONEY MART ASSETS Z (PBMXX) - Seeks maximum current
income consistent with stability of capital and maintenance of
liquidity.
(3) PRUDENTIAL EQUITY FUND Z (PEQZX) - Seeks long-term growth of
capital.
(4) PRUDENTIAL GLOBAL TOTAL RETURN Z (PZTRX) - Seeks current income
and capital appreciation.
(5) PRUDENTIAL DIVERSIFIED HIGH GROWTH FUND Z (PDHZX) - Seeks to
provide current income and a reasonable level of capital
appreciation. This fund pursues its objective by investing in a
diversified portfolio of debt obligations and equity securities.
(6) PRUDENTIAL DIVERSIFIED CONSERVATIVE GROWTH FUND Z (PDCZX) - Seeks
to provide current income and a reasonable level of capital
appreciation. This fund pursues its objective by investing in a
diversified portfolio of debt obligations and equity securities.
(7) PRUDENTIAL DIVERSIFIED MODERATE GROWTH FUND Z (PDMZX) - Seeks to
provide long-term capital appreciation and a reasonable level of
current income. This fund pursues its objective by investing in a
diversified portfolio of equity securities.
(8) PRUDENTIAL STOCK INDEX FUND I (PDSIX) - Seeks to replicate the
performance of the S&P 500 Index.
(9) PRUDENTIAL GLOBAL GROWTH Z (PWGZX) - Seeks long-term capital
growth; income is secondary.
(10) KEMPER DREMAN HIGH RETURN EQUITY (KDHAX) - Seeks total return.
6 (Continued)
MACDERMID EQUIPMENT 401(K) PLAN
Notes to Financial Statements
March 31, 2000 and 1999
(11) PIMCO TOTAL RETURN FUND A (PTTAX) - Seeks to provide maximum total
return, taking into consideration income and capital appreciation
potential. It maintains a portfolio consisting primarily of
intermediate-term, high quality, fixed income securities.
(12) VAN KAMPEN AMERICAN VALUE FUND A (MSAVX) - Seeks long-term total
return.
(13) MACDERMID COMPANY STOCK FUND (MRD) - This fund consists primarily
of common stock of MacDermid, Inc.
(14) GOLDMAN SACHS GOVERNMENT INCOME A (GSGOX) - Seeks income.
(15) PIMCO LOW DURATION FUND A (PTLAX) - Seeks total return.
Participants may elect to transfer amounts from one investment fund to
another, up to once per day, using a voice response system. Once an
election is made to allocate funds to the Employer Stock Fund, the
funds may not be transferred out, except that participants over the
age of 55 may transfer certain funds out of the Employer Stock Fund.
During the Plan year, the Stable Value fund was replaced with
Prudential Money Mart Assets Fund. Also, the Prudential Intermediate
Global Fund was discontinued and the Prudential Global Total Return
Fund was introduced.
(5) INVESTMENTS
In September 1999, The American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for
certain investments and is effective for plan years ended after
December 15, 1999. The Plan adopted SOP 99-3 during the Plan year
ended March 31, 2000. Accordingly, information previously required to
be disclosed about participant directed fund investment programs is
not presented in the Plan's financial statements for the year ended
March 31, 2000. The Plan's financial statements for the year ended
March 31, 1999 have been reclassified to conform with the current
year's presentation.
7 (Continued)
MACDERMID EQUIPMENT 401(K) PLAN
Notes to Financial Statements
March 31, 2000 and 1999
The following table represents the cost and fair value of investments.
Investments that represent 5% or more the Plan's net assets are
separately identified:
MARCH 31, 2000 MARCH 31, 1999
------------------------------- ----------------------------------
COST VALUE COST FAIR VALUE
-------------- -------------- -------------- -----------------
Oppenheimer Quest Value A $ 89,978 83,490 90,581 90,213
Prudential Equity Fund Z 90,253 90,253 -- --
Prudential Diversified High Growth Fund Z 284,775 284,776 -- --
Prudential Diversified Moderate Growth Fund Z 372,748 372,748 -- --
Prudential Stock Index Fund I 99,072 99,072 -- --
Prudential Global Growth Fund Z 103,346 103,346 -- --
Kemper Dremen High Return Equity 190,255 150,303 154,053 151,604
MacDermid common stock 321,671 242,545 154,006 152,803
Prudential Equity Fund A -- -- 154,106 154,816
Prudential Diversified High Growth Fund A -- -- 242,304 242,269
Prudential Diversified Moderate Growth Fund A -- -- 413,693 416,498
Prudential Stock Index Fund Z -- -- 89,317 93,362
Other funds 217,264 219,149 180,519 181,585
-------------- -------------- -------------- -----------------
$1,769,362 1,645,682 1,478,579 1,483,150
============== ============== ============== =================
(6) APPRECIATION (DEPRECIATION) OF ASSETS HELD
During the years ended December 31, 2000 and 1999, the Plan's
investments (including investments bought and sold, as well as
investments held during the year) appreciated (depreciated) as
follows:
Net appreciation
(depreciation)
in fair value
-------------------------------------
2000 1999
----------------- ---------------
Common stocks $ (76,300) (1,300)
Mutual funds 101,240 72,484
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$ 24,940 71,184
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8 (Continued)
MACDERMID EQUIPMENT 401(K) PLAN
Notes to Financial Statements
March 31, 2000 and 1999
(7) PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their fund accounts a minimum of $1,000
up to a maximum equal to the lesser of $50,000 or 50% of their vested
account balance. Loan transactions are treated as a transfer to (from)
the investment fund from (to) the Loan Fund. Loan terms range from 1-5
years or up to 10 years for the purchase of a primary residence. Loans
are secured by the balance in a participant's account and bear
interest at a rate commensurate with local prevailing rates as
determined quarterly by the Plan administrator. Interest rates range
from 7.3% to 10.8%. Principal and interest is paid ratably through
regular payroll deductions.
9
SCHEDULE 1
MACDERMID EQUIPMENT, INC. 401(K) PLAN
Schedule of Assets Held for Investment Purposes at End of Year
March 31, 2000
DESCRIPTION OF CURRENT
FUND INVESTMENT COST VALUE
- ---------------------------------------------------------- ---------------------------- --------------- --------------
Oppenheimer Quest Value A 4550 shares $ 89,978 83,490
*Prudential MoneyMart Assets Z 35,915 shares 35,915 35,915
*Pru Equity Fund Z 4,892 shares 90,253 90,253
*Pru Global Total Return 721 shares 5,186 5,186
*Pru Diversified High Growth Z 21,236 shares 284,775 284,776
*Pru Diversified High Growth A 29 shares 389 394
*Pru Diversified Conser. Growth Z 1,732 shares 19,433 19,433
*Pru Diversified Moderate Growth Z 30,404 shares 372,748 372,748
*Pru Stock Index I 2976 shares 99,072 99,072
*Pru Global Growth Z 3,972 shares 103,346 103,346
Kemper Dremen Hi Return Equity 5,817 shares 190,255 150,303
PIMCO Total Return A 939 shares 9,810 9,356
Van Kampen Amer Value A 2,336 shares 58,278 60,795
*MacDermid Common Stock 9,152 shares 321,671 242,545
Gold Sachs Govt Income A 608 shares 7,344 7,161
PIMCO Low Duration A 26 shares 250 250
Participant Loan Fund -- 80,659 80,659
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$ 1,769,362 1,645,682
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*Represents a party-in-interest.
10