UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549 - 1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
DATE OF REPORT (Date of earliest event reported) April 26, 2004
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COMMISSION FILE NUMBER 0-2413
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MacDermid, Incorporated
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(Exact name of registrant as specified in its charter)
Connecticut 06-0435750
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
245 Freight Street, Waterbury, Connecticut 06702
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 575-5700
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None
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Former name, former address and former fiscal year, if changed
since last report.
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 and 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 such filing requirements for the past 90 days.
Yes X No
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ITEM 5: Other Events
MacDermid, Incorporated issued its press release on April 26, 2004.
Refer to the Press Release dated April 26, 2004 attached as Exhibit 99 to
this
filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MacDermid, Incorporated
(Registrant)
Date: April 26, 2004 /s/ John L. Cordani
Corporate Secretary
Item 9. Regulation FD Disclosure (pursuant to Item 12)
In accordance with SEC Release No. 33-8216, the following information, intended
to be furnished under "Item 12. Results of Operations and Financial Condition,"
is instead furnished under "Item 9. Regulation FD Disclosure".
On April 26th 2004, MacDermid Incorporated issued a press release announcing its
financial results for the three months end March 31, 2004. The press release is
attached as Exhibit 99.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
"Gross Profit Before Special Charges", "Operating Profit Before Amortization and
Special Charges", "EPS from Continuing Operations Before Special Charges and
Stock Compensation", "EBITDA from Continuing Operations Before Special Charges"
and "Owners Earnings" are not intended to represent Net Earnings (Loss) or Net
Cash Flow From Operating Activities as defined by Generally Accepted Accounting
Principles. These measurements should not be used as an alternative to Net
Earnings or Net Cash Flow From Operating Activities as an indicator of operating
performance and may not be comparable to similarly titled measures used by other
entities. Management believes that these measurements portray a meaningful
measure of past operating performance and believes these measurements play an
important factor toward the growth of shareholder value over time.
The non-GAAP financial measures included in our press release have been
reconciled to the comparable GAAP measures as required under SEC rules, and this
reconciliation is furnished in the press release attached as Exhibit 99. The
presentation of non-GAAP financial measures is not intended to be considered in
isolation or as a substitute for GAAP financial results. We encourage investors
to carefully review the GAAP financial information included in our Annual Report
on 10-K, our Quarterly Reports on Form 10-Q, and our quarterly earnings
releases.