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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): July 8, 1998
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The American Materials & Technologies Corporation
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(Exact name of registrant as specified in its charter)
Delaware 001-11835 33-0659916
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
5915 Rodeo Road, Los Angeles, CA 90016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 841-5200
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Page 1 of 5 Pages
Exhibit Index Located on Page 5
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ITEM 5. OTHER EVENTS.
The American Materials & Technologies Corporation, a Delaware corporation
("AMT"), and Cytec Industries Inc., a Delaware corporation ("Cytec"), have
entered into an Agreement and Plan of Merger dated as of July 8, 1998 (the
"Merger Agreement"). The Merger Agreement provides for the merger of AMT with
and into CAM Acquisition Corp., a wholly -owned subsidiary of Cytec (the
"Merger"). In the Merger, each share of common stock, par value $0.01 per share,
of AMT that is issued and outstanding prior to the effective time of the Merger
shall be converted into a number of a shares of common stock, $.01 par value per
share, of Cytec ("CYTEC COMMON STOCK") determined by dividing (i) $6.00 by (ii)
the average closing price of the Cytec Common Stock for the twenty trading days
immediately preceding the Closing Date as reported on the New York Stock
Exchange Composite Transaction Tape and rounding to the nearest ten-thousandth
of a share. The Merger is subject to regulatory approval, approval by the
stockholders of AMT and various other conditions including the completion of
regulatory approvals. The Merger is expected to be completed by October 1998.
Attached and incorporated herein by reference is Exhibit 99.1, a copy of a
press release of AMT and Cytec announcing the execution of the Merger Agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
Exhibit Number Description
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99.1 Press release of Cytec Industries Inc. and The American
Materials and Technologies Corporation, dated July 9, 1998.
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Signatures
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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 hereto duly authorized.
THE AMERICAN MATERIALS &
TECHNOLOGIES CORPORATION
/s/ Paul W. Pendorf
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Date: July 9, 1998 Paul W. Pendorf
- ------------------ President and Chief Executive Officer
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Exhibit Index
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Exhibit
Number Description
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99.1 Press release of Cytec Industries Inc. and
The American Materials & Technologies Corporation,
dated July 9, 1998
WEST PATERSON, N.J.--(BUSINESS WIRE)--July 9, 1998--Cytec Industries Inc. (NYSE:
CYT - news) and The American Materials & Technologies Corporation (NASDAQ: AMTK
- - news) announced today that they have signed a definitive agreement for Cytec
to acquire AMT in an all stock transaction designed to qualify as a tax-free
reorganization. AMT shareholders will receive the equivalent value of $6.00 per
share in Cytec shares.
Based on AMT shares, options and warrants outstanding, and other factors, the
value in equivalent Cytec share value is approximately $31 million plus the
assumption of approximately $7 million in debt. AMT had sales in 1997 of
approximately $30 million.
The transaction is subject to approval by AMT shareholders, normal governmental
reviews, and other customary closing conditions. The closing is expected to
occur in the fourth quarter of this year.
AMT has two operating subsidiaries: Culver City Composites, which is primarily
involved in advanced composite materials and prepregs for the aerospace
industry, and Grafalloy, a manufacturer of graphite golf club shafts. Culver
City's products are considered highly complementary to Cytec's aerospace
materials and there is the potential for significant cost synergy arising out of
the integration of Culver City's manufacturing facility in Los Angeles, CA with
Cytec's two aerospace materials manufacturing facilities in Orange County, CA,
as well as the integration of the two firms' sales, technical service, general
administrative, and R&D functions.
AMT had total assets of $23.3 million on March 31, 1998. For the quarter ended
March 31, 1998, AMT achieved sales of $11.7 million, EBITDA (earnings before
interest, taxes, depreciation and amortization) of $0.9 million, and net income
of $.08 per share. David Lilley, Cytec's President and Chief Executive Officer,
stated: "We are pleased to have the opportunity to add AMT to Cytec's existing
aerospace business. This acquisition is a good strategic fit and will complement
our existing product offerings." Paul W. Pendorf, AMT's President and Chief
Executive Officer, stated: "We are pleased to bring this value to our
shareholders. Joining with Cytec will allow us to compete more effectively and
provide customers with advanced products."
Cytec Industries Inc. is a vertically integrated specialty chemical company
which focuses on value-added specialty products. The company develops,
manufactures and markets specialty chemicals, specialty materials and building
block chemicals serving a broad group of end users,
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including aerospace, plastics, coatings, mining, paper, water treatment, and
automotive industries.
Through its subsidiaries, The American Materials & Technologies Corporation
manufactures and markets advanced composite materials for customers in the
aerospace, defense, transportation, communication, sporting goods, and other
industries. Products include fabrics, tapes and parts made from graphite,
fiberglass, aramid, quartz and other fibers impregnated with proprietary resin
formulations, with special emphasis on high temperature applications, aircraft
interiors and high performance golf club shafts.
Contact:
CYTEC AMT
Kumar Shah (analyst contact) Paul W. Pendorf
973/357-3298 310/841-5275
or
George Yuro
973/357-3319
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