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): February 28, 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 jurisdiction of incorporation) (I.R.S. Employer
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))
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Item 1.01 Entry Into a Material Definitive Agreement
In connection with the closing of the transactions contemplated by the
Stock and Asset Purchase Agreement, dated as of October 1, 2004 (as amended by
the First Amendment dated as of January 4, 2005, the Second Amendment dated as
of February 5, 2005, and the Third Amendment dated as of February 28, 2005, the
"Purchase Agreement"), between Cytec Industries Inc. ("Cytec") and UCB SA
("UCB"), Cytec and UCB entered into a stockholder's agreement (the
"Stockholder's Agreement") dated as of February 28, 2005. Pursuant to the
Stockholder's Agreement, a form of which was agreed by the parties in connection
with their execution of the Purchase Agreement, UCB is subject to certain
restrictions in respect of its ownership of the 5,772,857 shares of Cytec common
stock, par value $0.01 per share, that it received pursuant to the Purchase
Agreement (the "Purchase Price Shares"), including, but not limited to: (1) a
5-year standstill prohibiting UCB from purchasing additional shares of Cytec
common stock, affecting the business and affairs of Cytec or causing, advocating
or participating in a change of control of Cytec; (2) an obligation to vote in
accordance with the Cytec Board of Directors' recommendations on certain
matters; (3) a 2-year restriction on transfers of the Cytec common stock
delivered to UCB in the transaction, with an exception permitting UCB to enter
into certain hedging transactions immediately after the closing with respect to
up to 962,143 Purchase Price Shares; and (4) a commitment that UCB will sell a
sufficient number of shares of Cytec common stock so that it will hold less than
5% of Cytec's outstanding shares by the fifth anniversary of the closing (which
commitment will be facilitated by customary registration rights in respect of
the Purchase Price Shares).
The foregoing summary of the Stockholder's Agreement does not purport to be
complete and is subject to and is qualified in its entirety by reference to the
text of the Stockholder's Agreement. A copy of the Stockholder's Agreement is
attached hereto as Exhibit 99.1 and is incorporated by reference into this Item
1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets
The closing of the transactions contemplated by the Purchase Agreement,
pursuant to which Cytec agreed to acquire the specialty chemicals business of
UCB (the "Business"), occurred on February 28, 2005.
Cytec announced on February 28, 2005 that the transaction was valued at
$1.797 billion, of which Cytec paid EUR 1.140 billion ($1.505 billion at
1.32$/EUR) in cash and the balance in 5,772,857 shares of Cytec common stock in
consideration for acquiring shares of UCB's subsidiaries Surface Specialties
S.A. and Surface Specialties Holding GmbH and for acquiring certain assets
related to the Business. In addition, there is contingent consideration of up to
a maximum of EUR 50 million, of which Cytec paid EUR 20 million up front with
the balance payable in 2006. The contingent consideration is earned on a pro
rata basis pending the achievement of certain operating results by the Business
in 2005. UCB also reimbursed Cytec for certain transaction related costs.
The Business includes a significant amino resins business. Cytec has agreed
with the Commission of the European Communities and the U.S. Federal Trade
Commission that it will divest the Business' amino resins business and that,
prior to the divestment, Cytec will hold the Business' amino resins business
separate and will report to an independent trustee.
Cytec financed a portion of the cash component of the acquisition price
under a $700,000,000 unsecured 364 Day Term Loan Agreement and a $725,000,000
unsecured Five Year Term Loan Agreement that Cytec entered into on February 15,
2005. Citigroup Global Markets, Inc. is acting as the lead arranger and book
manager, Wachovia Bank, National Association and ABN AMRO Bank N.V. are acting
as syndication agents, Calyon New York Branch, SunTrust Bank and The Bank of
Nova Scotia are acting as documentation agents and Citicorp North America, Inc.
is acting as administrative agent.
Item 3.02 Unregistered Sales of Equity Securities
As described under Item 2.01 hereof, pursuant to the Purchase Agreement,
UCB acquired the Purchase Price Shares as of the closing.
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Cytec transferred the Purchase Price Shares to UCB without registration in
accordance with Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), relating to transactions by an issuer not involving any
public offering. In determining that the Section 4(2) exemption is applicable to
the transfer of the Purchase Price Shares pursuant to the Purchase Agreement,
Cytec relied on, among other things, UCB's representation contained in the
Purchase Agreement that UCB is acquiring the Purchase Price Shares for
investment and not with a view toward any distribution thereof, or with any
present intention of distributing the Purchase Price Shares other than as
provided in the Stockholder's Agreement.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements of the business acquired will be filed
by an amendment to the Form 8-K not later than 71 calendar days
after the date hereof. Pro Forma Financial Information
(b) Pro Forma Financial Information
The pro forma financial information will be filed by an amendment
to the Form 8-K not later than 71 calendar days after the date
hereof.
(c) Exhibits
Exhibit 99.1 Stockholder's Agreement, dated as of February 28, 2005 between
Cytec Industries Inc. and UCB SA.
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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: March 4, 2005 By: /s/ Roy Smith
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Name: Roy Smith
Title: Vice President
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EXHIBIT INDEX
Exhibit 99.1 Stockholder's Agreement, dated as of February 28, 2005 between
Cytec Industries Inc. and UCB SA.
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