UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): January 4, 2005
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CYTEC INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
1-12372
(Commission File Number)
DELAWARE 22-3268660
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
Five Garret Mountain Plaza
West Paterson, New Jersey 07424
(Address of principal executive offices and zip code)
(973) 357-3100 (Registrant's
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On January 4, 2005, Cytec Industries Inc. ("Cytec") and UCB SA ("UCB")
entered into the First Amendment (the "First Amendment") to the Stock and Asset
Purchase Agreement, dated October 1, 2004 between Cytec and UCB (the "Purchase
Agreement"). The First Amendment provides for certain adjustments to the
financial statements of UCB's specialty chemicals business. The First Amendment
also amends certain schedules to the Purchase Agreement and certain cross
references in the Purchase Agreement. The First Amendment is not a Material
Definitive Agreement within the meaning of Regulation S-K.
On February 7, 2005, Cytec and UCB announced that they had entered into
the Second Amendment to the Purchase Agreement (the "Second Amendment"). The
Second Amendment amends the Purchase Agreement to reduce the purchase price
payable by Cytec to the equivalent of EUR 1.415 billion ($1.840 billion at
1.30$/EUR), including contingent payments of up to a maximum of EUR 50
million. The purchase price was reduced from the previously announced EUR 1.5
billion. The contingent consideration is earned on a pro rata basis pending the
achievement of certain operating results by the acquired business in 2005. The
non-cash portion of the consideration will be paid, as previously agreed in the
Purchase Agreement, in 5,772,857 shares of Cytec common stock valued at
EUR 225 million when the Purchase Agreement was executed. The acquisition
remains subject to U.S. regulatory approval as well as other customary closing
conditions.
The Second Amendment and the related press release dated February 7,
2005 are incorporated by reference in this Item 1.01.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Second Amendment to the Stock and Asset Purchase Agreement, dated
February 5, 2005, between Cytec Industries Inc. and UCB SA.
Exhibit 99.2 Press Release dated February 7, 2005 announcing entry by
Cytec Industries Inc. and UCB SA into the Second Amendment.
Signature
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 hereunto duly authorized.
CYTEC INDUSTRIES INC.
Date: February 7, 2005
By: /s/ Roy Smith
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Name: Roy Smith
Title: Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit 99.1 Second Amendment to the Stock and Asset Purchase Agreement, dated
February 5, 2005, between Cytec Industries Inc. and UCB SA.
Exhibit 99.2 Press Release dated February 7, 2005 announcing entry by
Cytec Industries Inc. and UCB SA into the Second Amendment.