10-K
Annual Report on Form 10-K for 2001
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549-1004
Form 10-K
( ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
OR
(X) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] For the transition period from April 1, 2001 to
December 31, 2001
Commission file number 0-2413
MACDERMID, INCORPORATED
(Exact name of Registrant as specified in its Charter)
Connecticut 06-0435750
(State of incorporation) (IRS Employer I.D. No.)
245 Freight Street, Waterbury, Connecticut 06702-0671
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code (203) 575-5700
Securities registered pursuant to Section 12(g) of the Act: NONE
Securities registered pursuant to Section 12(b) of the Act:
Name of each
Title of each class exchange on which registered
----------------------------------------- ----------------------------
Common Stock Without Par Value New York Stock Exchange
9.125% Senior Subordinated Notes due 2011 PORTAL
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. Yes (X) No ( )
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 1, 2002 (based on the closing price on such date as
reported on the New York Stock Exchange) was $494,258,000.
The number of shares of Registrant's Common Stock outstanding as of March 1,
2002 was 32,121,303 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 2001 Annual Report to Shareholders are
incorporated by reference into Parts I and II hereof and filed as Exhibit 13 to
this Report. The Proxy Statement mailed approximately March 22, 2002 to the
Corporation's stockholders in connection with the annual meeting scheduled for
May 1, 2002 is incorporated herein by reference into Part III hereof.
PART I
Item 1BUSINESS
Item 1(a) GENERAL DEVELOPMENT OF BUSINESS
Established in Waterbury, Connecticut, in 1922, MacDermid, Incorporated and its
subsidiaries' (collectively, the "Corporation" or "MacDermid") common shares
have traded on the New York Stock Exchange under the symbol "MRD" since 1998.
Prior to that, and since 1966, its common shares were traded on the NASDAQ stock
exchange. The Corporation develops, produces and markets a broad line of
specialty chemical products that are used worldwide. These products are
supplied to the metal and plastic finishing (for automotive and other consumer
surfacing), electronics (to imprint electrical patterns on circuit boards and
etching), offshore lubricants (for oil drilling and exploration), printing
plates, offset and textile blankets and photo-polymer printing industries.
MacDermid offers a line of horizontal processing equipment primarily for the
production of printed circuit boards and chemical machining applications used in
conjunction with certain of its chemical products. The Corporation also designs
and manufactures electronic circuit boards. For a further description of the
Corporation's business, see Item 1(d) below.
Item 1(b) CHANGE IN FISCAL YEAR
During 2001, the Corporation changed its fiscal year end from March 31 to
December 31. Therefore, the results of operations for the period from April 1,
2001 to December 31, 2001 ("transition year 2001") covers a period of nine
months.
Item 1(c) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
MacDermid provides development, manufacture, sale and technical service for a
large variety of specialty chemical processes and related equipment, as well as
printed circuit boards under three reportable industry segments. The
Corporation operates on a worldwide basis for proprietary chemicals in two
distinct segments, Graphic Arts and Advanced Surface Finishes. The third
segment, Electronics Manufacturing operates in Europe. These three segments,
under which the Corporation operates, are managed separately as each segment has
differences in technology and marketing strategies.
Item 1(d) of this report provides information concerning the Corporation's
classes of products and Item 1(e) of this report includes financial information
concerning operations by business segment and by geographic region as well as on
a consolidated basis. Additional information with respect to the business is
shown in the Notes to Consolidated Financial Statements portion of the
Corporation's 2001 Annual Report to Shareholders, included as Exhibit 13 to this
Form 10-K, and is incorporated by reference.
Item 1(d) NARRATIVE DESCRIPTION OF BUSINESS
(i) MacDermid produces and markets over 5,000 proprietary chemical compounds.
These proprietary chemical compounds are used for cleaning, activating and
polishing, mechanical plating, mechanical galvanizing, electro-plating,
phosphatizing metal surfaces, stripping of metal and final coating of metal
surfaces, filtering, anti-tarnishing, rust retarding and etching, imaging,
deposition of metal, offshore lubricants, offset printing blanket technologies,
flexographic packaging applications, relief printing plates, wide format ink jet
printing devices along with ink and media consumables and other chemical
processes. Research in connection with proprietary products is conducted
principally in the United States, with additional research facilities in Great
Britain, Spain, France and Japan.
In the Americas, MacDermid both manufactures and markets its entire line of
proprietary products by way of more than 150 sales and service personnel. In
certain areas of the United States distributors and manufacturing
representatives also sell and service certain of its products. The Corporation
maintains chemical inventories at approximately 15 distribution points
throughout the United States. Typically these facilities are leased or rented.
In Canada, Mexico and Brazil the Corporation markets certain of its products
through wholly owned subsidiaries. In Vermont, a wholly owned subsidiary
manufactures and markets equipment in conjunction with the proprietary chemical
business.
In Europe, the Corporation markets its proprietary products through wholly owned
subsidiaries. European business is generated by way of more than 300 sales and
service representatives who are employed by the Corporation's subsidiaries
located in France, Germany, Great Britain, Italy, Holland, Spain, Sweden and
Switzerland. MacDermid owns and operates manufacturing facilities in Spain,
Great Britain, Italy and France. In Germany, a wholly owned subsidiary
manufactures and markets equipment in conjunction with the proprietary chemical
business.
In the Asia-Pacific region, the Corporation markets its proprietary products
through wholly owned subsidiaries in Australia, China/Hong Kong, Japan, Korea,
New Zealand, Singapore, and Taiwan. Asia-Pacific business is generated by way
of more than 50 sales and service representatives who are employed by those
local subsidiaries. In addition, sales are made in India, Malaysia, the
Philippines and Thailand directly or through distributors. MacDermid owns and
operates subsidiary manufacturing facilities in Taiwan, China, Australia and New
Zealand. In Taiwan, a wholly owned subsidiary manufactures and markets equipment
in conjunction with the proprietary chemical business.
In other foreign markets certain of the Corporation's proprietary chemicals are
sold in certain countries of South America, Europe and Asia through distributors
or manufactured and sold through licensees.
Chemicals, supplies and equipment manufactured by others and resold by MacDermid
consist of basic chemicals, automatic plating conveyors, barrel plating and
pollution control equipment, rectifiers, pumps and filters. Resale items are
marketed in conjunction with and as an aid to the sale of proprietary chemicals.
(ii) The Corporation has the following four classes of principal products:
(A) Chemical compounds, printing plates and blankets produced by the
Corporation, most of which are the result of its own research and development
and, therefore, are referred to as proprietary products;
(B) Equipment in support of the chemical business of which approximately 55% is
manufactured by the Corporation;
(C) Printed circuit boards for a wide variety of consumer applications; and
(D) Resale chemicals and supplies.
The following table sets forth the classes of the Corporation's products and the
respective percentage of total consolidated revenue for the transition year 2001
and the previous two fiscal years:
Class of Products Transition Year 2001 March 31, 2001 March 31, 2000
Proprietary Chemicals 82% 89% 89%
Electronic Boards 12% 4% ---
Equipment 3% 3% 5%
Resale Chemicals and Supplies 3% 4% 6%
(iii) MacDermid uses in excess of 1,100 chemicals as raw materials in the
manufacture of its proprietary products. With few exceptions, several domestic
sources of supply are available for all such raw materials and for resale
chemicals, supplies and equipment. During the transition year 2001, there were
no significant difficulties in obtaining raw materials essential to its
business.
(iv) During the Transition year 2001, more than 20% of the Corporation's
proprietary sales were derived from products covered by patents owned by
MacDermid or produced under patent license agreements. MacDermid owns
approximately 190 non-expired U.S. Patents, for which corresponding patents have
been obtained or are pending in most industrialized nations, and has more than
20 patent applications pending in the U.S. In addition, the Corporation owns
approximately 445 non-expired foreign patents. The patents owned by the
Corporation are important to its business and have varying remaining lives.
Although certain of these patents are increasingly more important to its
business, the Corporation believes that its ability to provide technical and
testing services to its customers and to meet the rapid delivery requirements of
its customers is equally, if not more, important. In addition, MacDermid has
many proprietary products which are not covered by patents and which make a
large contribution to its total sales. Further, the Corporation owns a number
of domestic and foreign trade names and trademarks for which it considers to be
of value in identifying MacDermid and its products. The Corporation neither
holds nor has granted any franchises or concessions.
(v) No material portion of the Corporation's business is seasonal.
(vi) It is necessary to maintain finished goods inventory at locations
throughout the United States and in the foreign countries in which the
Corporation operates so that it may meet the rapid delivery requirements of its
customers. This impacts working capital requirements by requiring a
considerable investment in inventories to service its customers. Customer
payment terms, which vary by country, are generally in accord with local
industry practice.
(vii) No major portion of the Corporation's business is dependent upon a
single customer or a few customers, the loss of whom would have a materially
adverse effect on its business.
(viii) Since products are taken from inventory stock to ship against current
orders, there is essentially no backlog of orders for the Corporation's
proprietary chemical products. MacDermid does not consider the absence of a
backlog to be significant.
(ix) No material portion of the Corporation's business is subject to
re-negotiation of profits or termination of contracts or subcontracts at the
election of the Government.
(x) The Corporation provides a broad line of proprietary chemical compounds
and supporting services. MacDermid has many competitors, estimated to be in
excess of 100 in some proprietary product areas. Some large competitors operate
globally, as does MacDermid, but most operate locally or regionally. To the
best of the Corporation's knowledge no single competitor competes with all its
proprietary products. The Corporation maintains extensive support, technical
and testing services for its customers, and is continuously developing new
products. Management believes that the Corporation's combined abilities to
manufacture, sell, service and develop new products and applications enables it
to compete successfully both locally and world-wide.
(xi) MacDermid spent approximately $14,922,000 for the transition year 2001
and $24,466,000 and $22,548,000 during fiscal years 2001 and 2000, respectively,
on research and development activities. Substantially all research and
development activities were performed by the Corporation with the greater
percentage related to the development of new products.
(xii) For many years, MacDermid has developed proprietary products designed
to reduce the discharge of pollutant materials into the environment and
eliminate the use of certain targeted raw materials while enhancing the
efficiency of customer chemical processes. For this reason, efforts to comply
with Federal, State and Local provisions, which have been enacted or adopted
regulating the discharge of materials into the environment, are expected to have
a positive effect upon the Corporation's competitive position. Capital
expenditures for environmental control facilities and compliance was
approximately $0.5 million in the fiscal year ended March 31, 2001 and was less
than that for the transition year ended December 31, 2001. Though difficult to
predict, future spending of this nature is likely to return to previous levels.
(xiii) As of December 31, 2001, MacDermid had 3,484 full time employees as
compared to 4,022 full time employees as of March 31, 2001.
Item 1(e) FOREIGN AND DOMESTIC OPERATIONS
MacDermid's 2001 Annual Report to Shareholders, included as Exhibit 13 to this
Form 10-K and incorporated by reference, provides information with respect to
geographic areas including operating information and the effect upon
shareholders' equity of the translation of foreign currency financial
statements.
Item 2 PROPERTIES
The following table identifies certain information with regard to the principle
properties owned by the Corporation:
LOCATION PRINCIPLE USE APPROXIMATE SQ. FT.
Waterbury, Connecticut Executive and marketing offices, corporate 114,000
service, customer support and research labs
Waterbury, Connecticut Factory and warehouse 180,000
Middletown, Delaware Factory, warehouse, labs and offices 85,000
Ferndale, Michigan Factory, warehouse and offices 75,000
Cedar Rapids, Iowa Factory, warehouse and offices 25,000
Adams, Massachusetts Factory, warehouse and offices 130,000
Morristown, Tennessee Factory, warehouse and offices 250,000
Atlanta, Georgia Research labs and sales offices 65,000
San Marcos, California Factory, warehouse, labs and offices 235,000
Pasadena, Texas Factory, warehouse and offices 35,000
Birmingham, England Warehouse, labs and offices 110,000
Birmingham, England Factory and warehouse 120,000
Wigan, England Factory, warehouse and offices 65,000
Cernay, France Factory, warehouse and offices 235,000
Dormans, France Factory, warehouse, labs and offices 35,000
Evreux, France Factory and warehouse 68,000
Steinbach, France Factory and warehouse 150,000
Villemeux, France Factory, warehouse and offices 50,000
Pioltello, Italy Factory, warehouse and offices 4,000
Dusseldorf, Germany Factory 17,000
Zulpich, Germany Factory and offices 12,000
Barcelona, Spain Factory, warehouse, labs and offices 31,000
Hong Kong, China Factory, warehouse and offices 30,000
Panyu, China Factory and warehouse 64,000
Hsin Chu, Taiwan Factory, warehouse, labs and offices 30,000
The Corporation also owns property in Franklin Park and Waukeegan, Illinois, New
Hudson, Michigan, and Vernon, Connecticut. Outside the United States, the
Corporation also owns property in Droitwich, England. These properties are
vacant and could be used for manufacturing should the need arise, or could be
leased or sold should an opportunity arise.
In addition, MacDermid leases office, laboratory, warehouse and manufacturing
facilities as needed. During the year, such additional facilities were leased
in California, Massachusetts, Michigan, Minnesota, North Carolina, New Jersey,
Rhode Island, Texas, Vermont, Washington, Canada, Mexico, Holland, Italy,
France, Germany, Spain, Sweden, Australia, China, Japan, Korea, Singapore, and
several other foreign countries. All owned and leased facilities are in good
condition and are of adequate size for present business volume.
Item 3 LEGAL PROCEEDINGS
On January 30, 1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents relating to an accidental
spill from its Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in November of 1994, together with other information relating to operations and
compliance at the Huntingdon Avenue facility. The Corporation was subsequently
informed that it was a subject of the grand jury's investigation in connection
with alleged criminal violations of the federal Clean Water Act pertaining to
its wastewater handling practices.
In a separate matter, on July 26, 1999, the Corporation was named in a civil
lawsuit commenced in the Superior Court of the State of Connecticut brought by
the Connecticut Department of Environmental Protection alleging various
compliance violations at its Huntingdon Avenue and Freight Street locations
between the years 1992 through 1998 relating to wastewater discharges and the
management of waste materials. The complaint alleges violations of its permits
issued under the Federal Clean Water Act and the Resource Conservation and
Recovery Act, as well as procedural, notification and other requirements of
Connecticut's environmental regulations over the foregoing period of time.
The Corporation voluntarily resolved both of these matters on November 28, 2001.
As a result, MacDermid will be required to pay fines and penalties totaling
$2,500, without interest, over six quarterly installments. In addition, $1,550
will be paid to various local charitable and environmental organizations and
causes. The Corporation will be placed on probation for two years and will
perform certain environmental audits, as well as other environmentally related
actions. The Corporation had recorded liabilities during the negotiation period
and therefore future results of operations and financial position will not be
affected by these arrangements.
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of MacDermid's security holders during the
last quarter of the transition year 2001.
Item 4-A EXECUTIVE OFFICERS OF MACDERMID
The names, offices and ages (as of December 31, 2001) of the executive officers
of MacDermid, each of whom has been employed in his/her respective offices for
more than five years, except as noted are as follows:
Daniel H. Leever age 53 Board Chairman (since July 1998), Chief Executive
Officer and President (since May 2001)
John L. Cordani age 38 Corporate Secretary and General Counsel
Gregory M. Bolingbroke age 52 Vice President and Treasurer (since September 2000)
and Corporate Controller
Dick Boehner age 54 Vice President of Corporate Development (since July
2001) Previously, and since 1998 he was a Senior
Vice President at Great Lakes Chemical and since
1994 he was Vice President, Business Development
at Allied Signal
Stephen Largan resigned the office of Vice President of Finance effective
September 2001 and now serves as the president of a division.
John P. Malfettone was named Executive Vice President and Chief Financial
Officer effective January 7, 2002. He served, since 1990, as Vice President and
Controller, Vice President of Finance at GE Capital and most recently, Managing
Director at GE Equity.
PART II
Item 5 MARKET FOR MACDERMID'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
Information with respect to the market for MacDermid's Common Stock, dividends
paid and other related information is contained in its transition year 2001
Annual Report to Shareholders included as Exhibit 13 to this form 10-K and
incorporated by reference.
Item 6 SELECTED FINANCIAL DATA
The selected financial data (Five Year Summary) is contained in MacDermid's
transition year 2001 Annual Report to Shareholders included as Exhibit 13 to
this Form 10-K and incorporated by reference.
Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations is contained in MacDermid's transition year 2001 Annual Report to
Shareholders included as Exhibit 13 to this Form 10-K and incorporated by
reference.
Item 7(a) QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Corporation is exposed to market risk in the normal course of its business
operations due to its operations in different foreign currencies and its ongoing
investing and financing activities. The risk of loss can be assessed from the
perspective of adverse changes in fair values, cash flows and future earnings.
The Corporation has established policies and procedures governing its management
of market risks and the use of financial instruments to manage exposure to such
risks.
MacDermid is exposed to interest rate risk primarily from its credit facility,
which is based upon various floating rates. The Corporation has entered into
interest rate swaps, a portion of which have been designated as hedging
instruments under the provisions of Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities. At
December 31, 2001, the aggregate notional amount covers 55% of its borrowings on
this credit facility. The resulting weighted-average fixed interest rate is
5.9% under this facility. The Corporation further reduced its exposure to
interest rate risk with a fixed rate bond offering during transition year 2001.
See Notes to Consolidated Financial Statements, Note 14 Financial Information
for Guarantors of the Corporation's Bond Offering for additional information.
Based upon expected levels of borrowing in 2002 and providing for swap
protection, an increase in interest rates of 100 basis points would result in an
incremental interest expense of less than $700,000.
The Corporation operates manufacturing facilities in ten countries and sells
products in over 25 countries. Approximately 57% of the Corporation's sales are
denominated in currencies other than the US Dollar, predominantly the Pound
Sterling, the Euro, the Yen, Hong Kong and New Taiwan Dollars. During the
transition year 2001 there was a negative impact on earnings of approximately
$0.02 per share, or approximately 2%. Those earnings are generally reinvested
locally and the impact on operating cash flows has been less than $2,500,000
annually. Management continually reviews the balance between foreign currency
denominated assets and liabilities in order to minimize the exposure to foreign
exchange fluctuations. Approximately 58% of the Corporation's identifiable
assets are denominated in currencies other than the US Dollar, predominantly the
Pound Sterling, the Euro, the Yen, Hong Kong and New Taiwan Dollars.
MacDermid does not enter into any derivative financial instruments for trading
purposes. The Corporation has certain other supply agreements for quantities
but has chosen not to enter into any price hedging with its suppliers for
commodities. Additional information about market risk is contained in
MacDermid's transition year 2001 Annual Report to Shareholders included as
Exhibit 13 to this Form 10-K and incorporated by reference.
Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, including the notes thereto, of the
Corporation are contained in MacDermid's transition year 2001 Annual Report to
Shareholders included as Exhibit 13 to this Form 10-K and incorporated by
reference.
Item 9 DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10 DIRECTORS AND OFFICERS
The discussion of "Election of Directors" and a portion of the discussion in the
section, "Interest of Management and Others in Certain Transactions and Family
Relationships" contained in MacDermid's Proxy Statement dated March 22, 2002 are
incorporated herein by reference thereto. Officers of the Corporation are
listed in Item 4A, above.
Item 11 EXECUTIVE COMPENSATION
The discussion of "Executive Compensation" contained in MacDermid's Proxy
Statement dated March 22, 2002 is incorporated herein by reference thereto.
Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to the security ownership of certain beneficial owners
and management contained in MacDermid's Proxy Statement dated March 22, 2002 is
incorporated herein by reference thereto.
Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND FAMILY
RELATIONSHIPS
The discussion of "Interest of Management and Others in Certain Transactions and
Family Relationships" contained in MacDermid's Proxy Statement dated March 22,
2002 is incorporated herein by reference thereto.
PART IV
Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) Financial Statements
The consolidated financial statements and report thereon of KPMG LLP, dated
February 4, 2002 are contained in MacDermid's transition year 2001 Annual Report
to Shareholders included as Exhibit 13 to this Form 10-K and incorporated herein
by reference.
(2) Financial Statement Schedules
The following schedules are filed as part of this Annual Report on Form 10-K.
This supplementary financial data should be read in conjunction with the
consolidated financial statements and comments thereto referred to above.
Schedules not included with this supplementary financial data have been omitted
because they are not applicable, are immaterial or the required information is
included in the consolidated financial statements or related notes to
consolidated financial statements.
Schedule II - Valuation and Qualifying Accounts and Reserves is contained in
MacDermid's transition year 2001 Annual Report to Shareholders included as
Exhibit 13 to this Form 10-K and incorporated herein by reference
(3) Exhibits
An index to the exhibits filed or incorporated by reference immediately precedes
such exhibits.
(b) Reports on Form 8-K
The Corporation filed a report on Form 8-K, dated November 28, 2001 during the
last quarter of the transition year 2001. This report was for the purpose to
announce a voluntary settlement of the environmental investigation by the U.S.
Attorney for the District of Connecticut and the civil litigation which was
filed on behalf of the Connecticut Department of Environmental Protection, in
July 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
MACDERMID, INCORPORATED
(Registrant)
Dated: March 22, 2002
By /s/ Daniel H. Leever By /s/ John P. Malfettone
Daniel H. Leever John P. Malfettone
Director, Chairman, President Executive Vice President and
and Chief Executive Officer Chief Financial Officer
Daniel H. Leever, pursuant to powers of attorney, which are being filed with
this Annual Report on Form 10-K, has signed below on February 26, 2002 as
attorney-in-fact for the following directors of the Registrant:
Donald G. Ogilvie - James C. Smith - Joseph M. Silvestri -
T. Quinn Spitzer
/s/ Daniel H. Leever
Daniel H. Leever
EXHIBIT INDEX
2001 FORM 10-K ANNUAL REPORT
Exhibit No.
3.1 Restated Certificate of Incorporation, MacDermid, Incorporated By reference
amended as of December 1, 1997. Exhibit 19 to September 30,
1991 Form 10-Q Quarterly Report is incorporated by reference
herein.
3.2 Restated By-Laws of MacDermid, Incorporated amended as of May By reference
21, 2001. Exhibit 3.2 to March 31, 2001 Form 10-K Annual Report
is incorporated by reference herein.
4.1 Credit Agreement, amended, dated as of May 25, 2001, By reference
among MacDermid, Incorporated, the Banks signatory
thereto and Bank of America, as Agent, letter of credit issuing
bank and swing line lender. Exhibit 4.1.b to March 31, 2001 Form
10-K Annual Report is incorporated by reference herein
4.2 Credit Agreement, amended, dated as of November 9, 2001, Attached
among MacDermid, Incorporated, the Banks signatory
thereto and Bank of America, as Agent, letter of credit issuing
bank and swing line lender.
10.1 MacDermid, Incorporated Special Stock Purchase Plan, By reference
amended as of November 1, 1992. Exhibit 10 to 1993
Form 10-K Annual Report is incorporated by reference herein.
10.2 MacDermid, Incorporated 1995 Equity Incentive Plan. Exhibit By reference
10.2 to 1996 Form 10-K Annual Report is incorporated by
reference herein.
10.3 MacDermid, Incorporated 1998 Equity Incentive Plan. Exhibit By reference
10.3 to 1999 Form 10-K Annual Report is incorporated by reference herein.
10.4 MacDermid, Incorporated 2001 Equity Incentive Plans. Exhibit By reference
10.4 to March 31, 2001 Form 10-K Annual Report is incorporated
by reference herein.
11 Computation of per share earnings. By reference
Note 1(q) to MacDermid's Transition Year 2001 Annual Report to
Stockholders
13 Portions of MacDermid's Transition Year 2001 Annual Report to Attached
Stockholders as required by Item 8
21 Subsidiaries of MacDermid, Incorporated Attached
23 Independent Auditors' Consent Attached
24 Power of Attorney Attached