UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 16, 2005
Date of Earliest Event Reported: February 28, 2005
Commission file number 1-12372
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CYTEC INDUSTRIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3268660
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No).
Five Garret Mountain Plaza
West Paterson, New Jersey 07424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 357-3100
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
(17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets
As reported on Form 8-K dated March 4, 2005, Cytec Industries Inc. (the
"Company") completed its acquisition of the Surface Specialties business
("Surface Specialties") of UCB S.A. ("UCB") on February 28, 2005. Item 2.01 of
this Form 8-K/A is being filed in order to present the unaudited pro forma
condensed combined historical statement of income of the Company for the year
ended December 31, 2004 and the audited Combined Special Purpose Financial
Statements of Surface Specialties (A business of UCB Group) as of December 31,
2004 and 2003 and for the years then ended. Additionally, under Item 7.01 below,
the Company is furnishing as supplemental information, unaudited pro forma
condensed combined historical quarterly statements of income for each of the
quarters ended March 31, 2004, June 30, 2004, September 30, 2004, December 31,
2004 and March 31, 2005 as Exhibit 99.3 included herein.
This amendment modifies and supplements the Current Report on Form 8-K,
filed by the Company with the Securities and Exchange Commission on March 4,
2005.
Rule 3-05 of Regulation S-X requires that the financial statements
specified in Rules 3-01 and 3-02 of Regulation S-X be provided for Surface
Specialties as an acquired business meeting the criteria specified in those
rules. Due to circumstances related to the business of Surface Specialties, it
was impracticable to have prepared complete financial statements in accordance
with all the technical requirements of these rules. In particular, UCB had never
prepared financial statements in accordance with US GAAP. Surface Specialties
was operated by UCB as part of a segment including their Chemicals and Film
sectors and never prepared stand-alone financial statements for Surface
Specialties. In addition, the independent auditors for UCB have never audited or
reported separately on the operations, net assets or cash flows of Surface
Specialties. Another issue that makes full compliance with Rule 3-05 of
Regulation S-X impracticable relates to UCB's acquisition of the resins,
additives and adhesives business (the "Solutia Business") of Solutia, Inc.
("Solutia") in January 2003. The preparation of separate audited financial
statements for the Solutia Business for 2002 would be impracticable to obtain
since UCB, upon acquiring the Solutia Business, was not required by Belgium GAAP
to present separate audited 2002 financial statements for the Solutia Business
and accordingly, none were prepared. Solutia, like UCB, did not report segment
financials for the business sold. In addition, UCB informed the Company that
they do not have a contractual right to obtain audited financial statements from
Solutia and this compounded by the fact that Solutia has been in bankruptcy
(Chapter 11) since December 2003 with significant turnover in top management
positions, makes it impracticable for the Company to have prepared complete 2002
audited financial statements for the Solutia Business. The Company requested
from the Securities and Exchange Commission concurrence that the financial
information filed herewith along with the consolidated balance sheet as of March
31, 2005, filed on the Company's 10-Q for the period ended March 31, 2005 which
was filed on May 10, 2005, would fully satisfy the requirements of Rule 3-05 of
Regulation S-X and received the Staff's response that it did not object to the
Company's proposal.
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.3 to this Form 8-K/A, the Company has furnished the
unaudited pro forma condensed combined historical statements of income of the
Company for each of the quarters ended March 31, 2004, June 30, 2004, September
30, 2004, December 31, 2004 and March 31, 2005. This information included in
Exhibit 99.3 is considered to be "furnished" and not "filed" under the
Securities Exchange Act of 1934.
The following unaudited pro forma condensed combined quarterly financial
statement information, in connection with the registrant's acquisition of
Surface Specialties on February 28, 2005, is furnished on Exhibit 99.3:
Unaudited Pro Forma Condensed Combined Quarterly Financial Information
Unaudited Pro Forma Condensed Combined Statement of Income for the Quarter Ended
March 31, 2004
Unaudited Pro Forma Condensed Combined Statement of Income for the Quarter Ended
June 30, 2004
Unaudited Pro Forma Condensed Combined Statement of Income for the Quarter Ended
September 30, 2004
Unaudited Pro Forma Condensed Combined Statement of Income for the Quarter Ended
December 31, 2004
Unaudited Pro Forma Condensed Combined Statement of Income for the Quarter Ended
March 31, 2005
Notes to Unaudited Pro Forma Condensed Combined Quarterly Statement of Income
Item 9.01 Financial Statements and Exhibits
(a) Audited Combined Special Purpose Financial Statements of Surface
Specialties (A business of UCB Group) as of December 31, 2004 and 2003 and
for the years then ended
(b) Unaudited Pro Forma Financial Information
The following unaudited pro forma condensed combined financial statement
information, in connection with the registrant's acquisition of Surface
Specialties on February 28, 2005, is filed herewith as Exhibit 99.1:
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Income for the Year
Ended December 31, 2004
Notes to Unaudited Pro Forma Condensed Combined Statement of Income
(c) Exhibits
99.1 Unaudited Pro Forma Condensed Combined Financial Statements
99.2 Audited Combined Special Purpose Financial Statements of Surface
Specialties (A business of UCB Group) as of December 31, 2004 and 2003 and
for the years then ended
99.3 Unaudited Pro Forma Condensed Combined Quarterly Financial Statements
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: May 16, 2005 By: /s/ James P. Cronin
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Name: James P. Cronin
Title: Executive Vice President and
Chief Financial Officer
Exhibit Index
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99.1 Unaudited Pro Forma Condensed Combined Financial Statements
99.2 Audited Combined Special Purpose Financial Statements of Surface
Specialties (A business of UCB Group) as of December 31, 2004 and 2003 and
for the years then ended
99.3 Unaudited Pro Forma Condensed Combined Quarterly Financial Statements