As filed with the Securities and Exchange Commission on January 21, 2005
Registration No. 333-
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
CYTEC INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3268660
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Five Garret Mountain Plaza
West Paterson, New Jersey 07424
(Address of Principal Executive Offices)
--------------------
Cytec Industries Inc. 1993 Stock Award and Incentive Plan
(Full Title of the Plan)
Roy Smith, Esq.
Vice President, General Counsel and Secretary
Cytec Industries Inc.
Five Garret Mountain Plaza
West Paterson, New Jersey 07424
(973) 357-3100
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Title of each class of Amount to be Proposed maximum Proposed maximum
securities registered(1) offering aggregate Amount of
to be registered price per share offering price registration fee
-----------------------------------------------------------------------------------------------------------------
Common stock, $.01 par 1,800,000 shares $47.48(2) $85,464,000(2) $10,060
value per share
------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement covers such indeterminate number of shares of common stock as may
be issued from time to time as a result of any stock split, stock dividend,
recapitalization or similar event pursuant to the anti-dilution provisions
of the Cytec Industries Inc. 1993 Stock Award and Incentive Plan.
(2) Estimated in accordance with Rules 457(c) and (h) under the Securities Act
of 1933, solely for the purposes of calculating the registration fee, on
the basis of the average high and low prices of Cytec Industries Inc.'s
common stock on the New York Stock Exchange on January 19, 2005.
===============================================================================
PART I
This registration statement is filed to register 1,800,000 shares of
common stock, $.01 par value per share, of Cytec Industries Inc. for offer and
sale under the Cytec Industries Inc. 1993 Stock Award and Incentive Plan, as
amended.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the Note to Part I of Form S-8, such documents
are not being filed with the Commission either as part of this registration
statement filed pursuant to the requirements of Form S-8 (the "Registration
Statement") or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows us to "incorporate" into this Registration
Statement information we file with other documents. This means that we may
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this Registration Statement, and information we file
later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information
contained in this Registration Statement:
(a) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2003;
(b) Our Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2004, June 30, 2004 and September 30, 2004;
(c) All other reports filed by us pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934 (the "Exchange Act") since December
31, 2003; and
(d) The description of our common stock contained in our
registration statements filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating any
such description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
2
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby has been passed upon
for us by Roy Smith, Esq., Vice President, General Counsel and Secretary of
Cytec Industries Inc. ("Cytec"). Mr. Smith is paid a salary by us, is a
participant in the Cytec Industries Inc. 1993 Stock Award and Incentive Plan and
in various employee benefit plans offered to employees of Cytec generally and
owns and has options to purchase shares of our common stock.
Item 6. Indemnification of Directors and Officers.
Our By-Laws provide that we shall indemnify, to the extent permitted by
Delaware law, our directors, officers and employees against expenses (including
attorney fees), judgments, fines and amounts paid in settlement incurred by them
in connection with any actual or threatened action, suit or proceeding to which
they are or may become parties arising out of their status as directors,
officers or employees if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of Cytec, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.
Sections 145(a) and 145(b) of the Delaware General Corporation Law
("DGCL") permit a corporation to indemnify any director, officer, employee or
agent of the corporation against expenses (including attorney fees), judgments,
fines and amounts paid in settlement incurred by such person in connection with
any proceeding arising out of his status as a director, officer, employee or
agent if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. To the extent that a present or former director or
officer of a corporation has been successful in defense of any such action or
claim, Section 145(c) provides that such person shall be indemnified against
expenses incurred by such person in connection therewith.
As permitted by Section 102(b)(7) of the DGCL, Article Ninth of our
Certificate of Incorporation limits the personal liability of our directors to
us and our stockholders for monetary damages for any breach of fiduciary duty
except for liability (i) for any breach of the director's duty of loyalty to us
or our stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of West Paterson, State of New Jersey, on the 20th day
of January, 2005.
CYTEC INDUSTRIES INC.,
By: /s/ David Lilley
---------------------------------------------
Name: David Lilley
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Lilley, James P. Cronin and Roy
Smith, or each of them his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 20th day of January, 2005.
Signature Title
--------- ------
/s/ David Lilley Chairman, President and Chief
--------------------------------- Executive Officer
David Lilley (Principal Executive Officer)
/s/ James P. Cronin Executive Vice President and
--------------------------------- Chief Financial Officer
James P. Cronin (Principal Financial Officer)
--------------------------------- Director
John E. Akitt
/s/ Barry C. Johnson Director
---------------------------------
Barry C. Johnson
/s/ Chris A. Davis Director
---------------------------------
Chris A. Davis
/s/ Anthony G. Fernandes Director
---------------------------------
Anthony G. Fernandes
Director
---------------------------------
Louis L. Hoynes, Jr.
/s/ William P. Powell Director
---------------------------------
William P. Powell
/s/ Jerry R. Satrum Director
---------------------------------
Jerry R. Satrum
/s/ James R. Stanley Director
---------------------------------
James R. Stanley
EXHIBIT INDEX
Exhibit Number Description
4.1(a) Certificate of Incorporation (incorporated by reference to Exhibit
3.1(a) to Cytec Industries Inc.'s Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996).
4.1(b) Certificate of Amendment to Certificate of Incorporation dated as of
May 13, 1997 (incorporated by reference to Exhibit 3.1(a) to Cytec
Industries Inc.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997).
4.1(c) Certificate of Incorporation, as amended (incorporated by reference to
Exhibit 3(c) to Cytec Industries Inc.'s Registration Statement on Form
S-8, registration number 333-45577).
4.2 By-laws, as amended (incorporated by reference to Exhibit 3.2 to Cytec
Industries Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 2001).
4.3 Cytec Industries Inc. 1993 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.12(a) to Cytec Industries
Inc.'s Quarterly Report on Form 10-Q for the quarter ended September
30, 2003).
5.1* Opinion of Roy Smith, Esq., Vice President, General Counsel and
Secretary.
23.1* Consent of KPMG LLP.
23.2* Consent of Roy Smith, Esq., Vice President, General Counsel and
Secretary (included in Exhibit 5.1).
24.1* Power of Attorney (included on the signature page of this registration
statement).
*Filed herewith.