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: August 11, 2005
Date of Earliest Event Reported: February 28, 2005
Commission file number 1-12372
CYTEC INDUSTRIES INC.
---------------------
(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))
Items 2.01, 7.01 and 9.01 of Form 8-K/A filed on May 16, 2005 are hereby amended
as set forth below.
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 SA on February 28, 2005. On May 16, 2005, the
Company filed a Form 8-K/A (the "Prior 8-K/A") in order to present, among other
things, certain pro forma financial information including the Company's
unaudited pro forma condensed combined historical statement of income for the
year ended December 31, 2004 (the "Prior Unaudited Pro Forma Condensed Combined
Financial Information"). The Company has revised its previous assumptions
regarding depreciation expense and amortization expense which were based on
preliminary valuations of assets and asset lives for those assets which were
acquired on February 28, 2005. The Company has also revised certain aspects of
the purchase price allocation and has revised its assumption regarding interest
expense resulting from its revised estimate of its pro forma debt position at
January 1, 2004. The revision of the pro forma debt position results from the
Company having reached a definitive agreement to divest, pursuant to regulatory
approvals, certain product lines which were acquired on February 28, 2005.
Accordingly, the Company hereby amends Item 2.01 of the Prior 8-K/A in order to
update and supercede the Prior Unaudited Pro Forma Condensed Combined Financial
Information with the revised pro forma condensed combined statement of income
for the year ended December 31, 2004, as filed on Exhibit 99.1, which reflects
the aforementioned revised assumptions.
Item 7.01 Regulation FD Disclosure
The Prior 8-K/A 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
(collectively referred to herein as the "Prior Pro Forma Financials"). As set
forth in Item 2.01 above, the Company has revised its previous assumptions which
were utilized in assembling the Prior Pro Forma Financials.
Accordingly, the Company hereby amends and restates Item 7.01 of the Prior 8-K/A
in its entirety in order to replace the Prior Pro Forma Financials with the
following 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 for the six-month period ended June 30, 2005.
This information included in Exhibit 99.3, other than the pro forma condensed
combined historical statements of income of the Company for the six-month period
ended June 30, 2005, is considered to be "furnished" and not "filed" under the
Securities Exchange Act of 1934.
The following unaudited pro forma condensed combined quarterly and
year-to-date financial statement information, in connection with the
registrant's acquisition of Surface Specialties on February 28, 2005, is
furnished on Exhibit 99.3 (filed with respect to June 30, 2005 information):
Unaudited Pro Forma Condensed Combined 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 Six
Months Ended June 30, 2005
Notes to Unaudited Pro Forma Condensed Combined Statements of Income
Item 9.01 Financial Statements and Exhibits
(a) Audited Combined Special Purpose Financial Statements of Surface
Specialities (A Business of UCB Group) as of December 31, 2004 and 2003
(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 Statement*
99.2 Audited Combined Special Purpose Financial Statements of Surface
Specialities (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 and Year-to-Date
Financial Statements*
* Filed herewith
** Previously filed as Exhibit 99.2 to Current Report on Form 8-K/A dated
May 16, 2005
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: August 11, 2005 By: /s/ James P. Cronin
--------------------------------
Name: James P. Cronin
Title: Executive Vice President and
Chief Financial Officer
Exhibit Index
-------------
99.1 Unaudited Pro Forma Condensed Combined Financial Statement*
99.2 Audited Combined Special Purpose Financial Statements of Surface
Specialities (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 and Year-to-Date
Financial Statements*
* Filed herewith
** Previously filed as Exhibit 99.2 to Current Report on Form 8-K/A dated
May 16, 2005