-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FjJnGEEe1pUt++KBJlTetejmsXsDzqgsalz7SODFbpN1EIbrNTM60CMVYHxW/ByA 5H8KptUYJcW8g1sh7DS8PQ== 0000949859-99-000002.txt : 19990210 0000949859-99-000002.hdr.sgml : 19990210 ACCESSION NUMBER: 0000949859-99-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CFC INTERNATIONAL INC CENTRAL INDEX KEY: 0000949859 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 363434526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49197 FILM NUMBER: 99525128 BUSINESS ADDRESS: STREET 1: 500 STATE ST CITY: CHICAGO HEIGHTS STATE: IL ZIP: 60411 BUSINESS PHONE: 7088913456 MAIL ADDRESS: STREET 1: 500 STATE ST CITY: CHICAGO HEIGHTS STATE: IL ZIP: 68411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CFC INTERNATIONAL INC CENTRAL INDEX KEY: 0000949859 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 363434526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 STATE ST CITY: CHICAGO HEIGHTS STATE: IL ZIP: 60411 BUSINESS PHONE: 7088913456 MAIL ADDRESS: STREET 1: 500 STATE ST CITY: CHICAGO HEIGHTS STATE: IL ZIP: 68411 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CFC International, Inc.. - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ----------------------------------------------------------------------------- (Title of Class of Securities) 125252-10-6 --------------------------------------------- (CUSIP Number) D. Mark McMillan, Bell, Boyd & Lloyd, 70 West Madison Street, Suite 3300, Chicago, Illinois 60602 312/372-1121 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 19, 1999 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 13D CUSIP No. 125252-10-6 ------------------------ - ------- ---------------------------------------------------------------------- NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Roger F. Hruby - ------- ---------------------------------------------------------------------- - ------- ---------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) (b) - ------- ---------------------------------------------------------------------- - ------- ---------------------------------------------------------------------- SEC USE ONLY 3 - ------- --------------------------------------------------------------------- - ------- --------------------------------------------------------------------- SOURCE OF FUNDS 4 Not applicable. - ------- --------------------------------------------------------------------- - ------- --------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 - ------- --------------------------------------------------------------------- - ------- --------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------- --------------------------------------------------------------------- - --------------------- ----- ------------------------------------------------- SOLE VOTING POWER NUMBER OF 7 2,374,131 Shares SHARES NUMBER OF ----- ------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 Shares OWNED BY OWNED BY ----- ------------------------------------------------- SOLE DISPOSITIVE POWER EACH 9 1,947,171 Shares REPORTING PERSON ------------------------------------------------- ----- SHARED DISPOSITIVE POWER PERSON 10 0 Shares WITH - --------------------- ----- ------------------------------------------------- - ------- --------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,374,131 - ------- --------------------------------------------------------------------- - ----------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 59.3% - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TYPE OF REPORTING PERSON 14 IN - ----------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Statement relates is the common stock, par value $.01 per share (the "Common Stock"), of CFC International, Inc. (the "Company") which has its principal executive office at 500 State Street, Chicago Heights, Illinois 60411. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Roger F. Hruby ("Mr. Hruby"). Mr. Hruby is the Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Hruby's business address is 500 State Street, Chicago Heights, Illinois 60411. Mr. Hruby is a citizen of the United States of America. During the past five years, Mr. Hruby has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction pursuant to which he was or is, as a result of such proceeding, subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Immediately after the closing on November 22, 1995 of its initial public offering of 1,200,000 shares of Common Stock (the "Initial Public Offering"), Mr. Hruby beneficially owned 2,699,147 shares of Common Stock, which ownership has been previously reported on Schedule 13G by Mr. Hruby. This amount included (i) 1,130,884 shares owned by Mr. Hruby prior to the Initial Public Offering, (ii) 29,005 shares of Common Stock issued to Mr. Hruby immediately prior to the Initial Public Offering in exchange for his minority interests in the Company's subsidiaries, (iii) 1,005,231 shares of Common Stock owned by RFH Investments, L.P., of which Mr. Hruby is the managing partner, and (iv) 534,027 shares of Common Stock beneficially owned by Mr. Hruby pursuant to an irrevocable proxy from Dennis W. Lakomy, Vice President, Chief Financial Officer, and a director of the Company, Robert J. DuPriest, the former President, Chief Operating Officer and a director of the Company, and William G. Brown, a director of the Company, for shares Mr. Lakomy, Mr. DuPriest, and members of Mr. Brown's family owned immediately prior to the Initial Public Offering. Subsequent to the closing of the Initial Public Offering, Mr. Hruby has acquired 8033 shares of Common Stock in his 401(k) retirement plan. The 62,826 shares of Common Stock owned by Mr. DuPriest, and subject to an irrevocable proxy held by Mr. Hruby, were repurchased by the Company on January 12, 1998 and are no longer outstanding or beneficially owned by Mr. Hruby. In addition, Mr. Hruby has acquired, pursuant to an irrevocable proxy dated January 19, 1999, voting power with respect to 50,000 shares of Common Stock beneficially owned by Richard L. Garthwaite, the President and Chief Operating Officer of the Company, as discussed in Item 6 below. ITEM 4. PURPOSE OF TRANSACTION. Mr. Hruby acquired the shares of Common Stock beneficially owned by him for the purpose of investment. Mr. Hruby has no present plans or proposals which relate to or would result in any of the following (although Mr. Hruby reserves the right to develop such plans or proposals or any other plans relating to the Company and to take action with respect thereto): (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the Company's business or corporate structure; (vi) any material change in the present capitalization or dividend policy of the Company; (vii) changes in the Company's certificate of incorporation, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Company, in its Quarterly Report on Form 10-Q dated November 10, 1998, reported that there were 3,953,123 issued and outstanding shares of Common Stock as of October 31, 1998. Mr. Hruby currently beneficially owns 2,374,131 shares of Common Stock, representing approximately 59.3% of the issued and outstanding number of shares of Common Stock (giving effect to the conversion of all of the Class B Stock, as defined below, into Common Stock). This amount includes (i) 982,777 shares of Common Stock owned by Mr. Hruby directly, (ii) 964,394 shares of Common Stock owned by RFH Investments, L.P., of which Mr. Hruby is the managing general partner, and (iii) 521,201 shares of Common Stock beneficially owned by Messrs. Lakomy and Garthwaite and members of Mr. Brown's family for which Mr. Hruby holds an irrevocable voting proxy. The above amount does not include 518,170 shares of Class B common stock, par value $.01 per share, of the Company ("Class B Stock") owned by RFH Investments, L.P. The Class B Stock is identical in all respects to the Common Stock except that it has no voting rights and it is convertible on a one-for-one basis into Common Stock at the option of the holder provided such holder is not a Hruby Family Member (as such term is defined in the Company's Certificate of Incorporation), which includes RFH Investments, L.P. See Item 3 for additional information which may be required by this Item 5. Except as described in Item 3, no transactions in Common Stock were effected during the past 60 days by the Reporting Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Mr. Hruby has an irrevocable voting proxy for 471,201 shares of Common Stock beneficially owned by Mr. Lakomy and members of Mr. Brown's family. A copy of the Irrevocable Proxy Agreement dated August 23, 1995 by and among Messrs. Hruby, Lakomy, DuPriest, and the William Gardner Brown 1993 GST Trust is attached hereto as Exhibit 1. Mr. Hruby also has an irrevocable voting proxy for 50,000 shares of Common Stock beneficially owned by Mr. Garthwaite. A copy of the Restricted Stock and Irrevocable Proxy Agreement dated January 19, 1999 by and among the Company, Mr. Hruby, and Mr. Garthwaite relating to such shares is attached hereto as Exhibit 2. See Items 2 and 3 for additional information which may be required by this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. Description 1. Irrevocable Proxy Agreement dated August 23, 1995 by and among Messrs. Hruby, Lakomy, DuPriest, and the William Gardner Brown 1993 GST Trust 2. Restricted Stock and Irrevocable Proxy Agreement dated January 19, 1999 by and among the Company, Mr. Hruby, and Mr. Garthwaite SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January __, 1999 /s/ Roger F. Hruby -------------------------- Roger F. Hruby EX-99 2 IRREVOCABLE PROXY AGREEMENT This Voting Agreement (the "Agreement") is made and entered into August 23, 1995 by and among Roger F. Hruby ("Hruby") and the individuals and trust set forth on the signature page hereof (collectively together with Hruby unless the context otherwise requires, the "Stockholders" and individually a "Stockholder"). Recitals Hruby and the other Stockholders desire to provide for the manner in which the shares of common stock, $.01 par value per share ("Common Stock"), of CFC International, Inc., a Delaware corporation (the "Company"), owned by the Stockholders will be voted. Covenants NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Proxy and Directive. 1.1 Proxy. Each of the Stockholders on his or its own behalf agrees to and does hereby grant to Roger F. Hruby, personally, pursuant to the provisions of Section 212 of the Delaware General Corporation Law, an irrevocable proxy to vote, or to execute and deliver written consents or otherwise act in the capacity of a stockholder with respect to, all shares of voting securities now owned by such Stockholder to the same extent and with the same effect as the Stockholder might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation on any subject on which the stockholders of the Company shall have a right to vote or otherwise take action. 1.2 Voting. This Proxy and Directive shall constitute an order to the record owner and any other person authorized to vote any shares to which the Proxy and Directive applies requiring such record owner or other person to execute and delivery appropriate proxies and consents as Hruby shall have directed to them in writing. 1.3 Proxy With Interest. Each of the undersigned Stockholders hereby affirms that this Proxy and Directive is coupled with an interest and is irrevocable. 2. Pledges, Donees and Assigns. This Agreement (including without limitation the Proxy and Directive contained herein) shall remain in full force and effect and be enforceable against any pledgee, donee, transferee or assignee of the shares of Common Stock of each Stockholder but shall terminate with respect to any shares sold in a bona fide transfer to an unrelated third party and shall also terminate at the death of Roger F. Hruby. 3. Miscellaneous. 3.1 Amendment and Modification. The parties hereto may amend, modify and supplement this Agreement in such manner as may be agreed upon by them in writing. 3.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other party. 3.3 Headings. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 3.4 Execution in Counterpart. This Agreement may be executed in counterparts each of which may deemed an original. 3.5 Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and delivered personally or sent by Federal Express or other reliable courier, transmitted by fax, or sent by registered or certified mail, postage prepaid, to the intended recipient, at his address in the records of the Company. Any such notice delivered personally shall be deemed to have been given on the date that it is so delivered, and any notice delivered by other means referred to above shall be deemed to have been given on the date it is received. Any party may change the address to which notices hereunder are to be sent to it by giving written notice of such change of address in the manner herein provided for giving notice. 3.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein, without regard to the conflicts of laws principles thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. /s/ Roger F. Hruby ______________________ Roger F. Hruby /s/ Dennis W. Lakomy ______________________ Dennis W. Lakomy /s/ Robert J. DuPriest ______________________ Robert J. DuPriest Malcolm McDougal Brown and Richard C. Jelinek, Trustees under Agreement dated December 1, 1991, creating the William Gardner Brown GST Trust, William Gardner Brown, Grantor By /s/ Malcolm McDougal Brown ____________________________ Malcolm McDougal Brown, Trustee By /s/ Richard C. Jelinek _________________________ Richard C. Jelinek, Trustee EX-99 3 RESTRICTED STOCK AND IRREVOCABLE PROXY AGREEMENT This Restricted Stock and Irrevocable Proxy Agreement (the "Agreement") is made and entered into January 19, 1999 by and among CFC International, Inc. a Delaware corporation (the "Company"), Roger F. Hruby ("Hruby") and Richard L. Garthwaite (the "Employee"). Recitals The Employee has accepted a position as the Company's President and Chief Operating Officer. In connection with his employment, the Company has agreed to grant to him certain shares of common stock, $.01 par value per share ("Common Stock"), of the Company, subject to the terms and conditions and restrictions set forth in this Agreement. At the same time, Hruby and the Employee wish to provide for the manner in which such shares of Common Stock will be voted. Covenants NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Restricted Stock. 1.1 Grant. The Company hereby grants to the Employee an award of restricted stock ("Restricted Shares") consisting of 50,000 shares of the Company's Common Stock. Subject to the provisions of this Agreement, the Restricted Shares shall vest in equal installments, 25% on the date of this Agreement, 25% on the first anniversary hereof, 25% on the third anniversary hereof and 25% on the fourth anniversary hereof. 1.2 Certificates and Legend. The grant shall be evidenced by four stock certificates each representing 12,500 shares of Common Stock, which shall be retained by the Company until the restrictions lapse or otherwise as hereinafter set forth. The shares of Common Stock shall be registered in the name of the Employee. Each such certificate shall bear a legend in the following form: "The Shares of Common Stock of CFC International, Inc. represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Act") and may not be offered or sold unless registered or pursuant to an exemption from registration under the Act and any applicable state securities laws." 1.3 Restrictions. The Employee shall have all rights of a holder as to the Restricted Shares, including the right to receive cash dividends, to exercise rights, and to vote, subject to the provisions of this Agreement, such shares of Common Stock and any securities issued upon the exercise of such rights, subject to the following restrictions: (a) the Employee shall not be entitled to delivery of a certificate representing such shares, including certificates issued as a result of stock dividends paid, and any other such securities issued upon the exercise of such rights, until such shares vest, (b) none of the Restricted Shares may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of prior to the time that such Restricted Shares vest, and (c) any unvested Restricted Shares will be forfeited and all of the Employee's rights to such unvested Restricted Shares will terminate without further obligation on the part of the Company if the Employee's employment with the Company terminates except as provided in Section 1.5 hereof. Any shares of Common Stock or other securities or property received with respect to such Restricted Shares are subject to the same restrictions as the Restricted Shares. 1.4 Effect of Vesting. As the Restricted Shares vest, the restrictions set forth in Section 1.3 above shall lapse as to the vested Restricted Shares, and one or more certificates for the appropriate number of vested shares of Common Stock shall be delivered to the Employee. 1.5 Employment Termination. If the Employee's employment is terminated by the Company following a "Change in Control", any unvested Restricted Shares shall immediately vest. Upon a termination of the Employee's employment for any other reason, the Employee shall immediately forfeit all unvested Restricted Stock granted hereunder. For purposes of this Agreement, a Change in Control shall mean the acquisition of at least 50.1% of the power to vote for directors of the Company by any person other than Roger F. Hruby, his affiliates or members of his family. If, following a Change in Control, the Employee resigns from the Company as the result of a significant decrease in the nature or scope of the Employee's authority or duties, a reduction in his compensation or a Company requirement that he relocate, the resignation shall be treated as a termination and any unvested Restricted Shares shall immediately vest. 1.6 Tax Matters. The Company understands that under existing federal tax law (i) no income will be recognized to the Employee at the time of the grant of the Restricted Shares except with respect to the 25% of the Restricted Shares that vest on the date hereof and (ii) upon receipt by the Employee of the shares of Common Stock covered by the grant following the expiration of or lapse of the restrictions on Restricted Shares, Employee will be required to treat as ordinary income the fair market value of the shares of Common Stock on the date such shares are received by the Employee and the Company will be entitled to a deduction equal to such amount. The Company may require the Employee to pay to the Company, in such manner and under such conditions as the Company may specify, an amount equal to the amount of tax the Company is required to withhold as a result of the receipt of the shares of Common Stock by the Employee. 2. Proxy and Directive. 2.1 Proxy. The Employee agrees to and does hereby grant to Roger F. Hruby, personally, pursuant to the provisions of Section 212 of the Delaware General Corporation Law, an irrevocable proxy to vote, or to execute and deliver written consents or otherwise act in the capacity of a stockholder with respect to, all of the Restricted Shares owned by the Employee, whether or not vested, to the same extent and with the same effect as the Employee might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation on any subject on which the stockholders of the Company shall have a right to vote or otherwise take action. 2.2 Voting. This Proxy and Directive shall constitute an order to the record owner and any other person authorized to vote any shares to which the Proxy and Directive applies requiring such record owner or other person to execute and delivery appropriate proxies and consents as Hruby shall have directed to them in writing. 2.3 Proxy With Interest. The Employee hereby affirms that this Proxy and Directive is coupled with an interest and is irrevocable. 3. Pledges, Donees and Assigns. This Agreement (including without limitation the Proxy and Directive contained herein) shall remain in full force and effect and be enforceable against any pledgee, donee, transferee or assignee of the shares of Common Stock of the Employee but the provisions of Sections 2.1, 2.2 and 2.3 shall terminate with respect to any shares sold in a bona fide transfer to an unrelated third party and shall also terminate at the death of Roger F. Hruby. 4. Miscellaneous. 4.1 Amendment and Modification. The parties hereto may amend, modify and supplement this Agreement in such manner as may be agreed upon by them in writing. 4.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other party. 4.3 Headings. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 4.4 Execution in Counterpart. This Agreement may be executed in counterparts each of which may deemed an original. 4.5 Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and delivered personally or sent by Federal Express or other reliable courier, transmitted by fax, or sent by registered or certified mail, postage prepaid, to the intended recipient, at his address in the records of the Company. Any such notice delivered personally shall be deemed to have been given on the date that it is so delivered, and any notice delivered by other means referred to above shall be deemed to have been given on the date it is received. Any party may change the address to which notices hereunder are to be sent to it by giving written notice of such change of address in the manner herein provided for giving notice. 4.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein, without regard to the conflicts of laws principles thereof. 4.7 Complete Agreement. The terms and conditions contained in this Agreement constitute the sole obligations of the Company as to the subject matter hereof, superseding any and all prior written and prior or contemporaneous oral agreements of understandings. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CFC INTERNATIONAL, INC. By: Title: /s/ Roger F. Hruby Roger F. Hruby /s/ Richard L. Garthwaite Richard L. Garthwaite -----END PRIVACY-ENHANCED MESSAGE-----