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Registration No. 333-11121
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CYTEC INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-3268660
(I.R.S. Employer Identification No.)
Five Garret Mountain Plaza, West Paterson, N.J. 07424
(Address of Principal Executive Offices) (Zip Code)
CONAP, INC. EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
(Full title of the plan)
E. F. Jackman, Esq., Vice President, General Counsel and Secretary
Cytec Industries Inc., Five Garret Mountain Plaza, West Paterson, N.J. 07424
(Name and address of agent for service)
(201) 357-3100
(Telephone number, including area code, of agent for service)
This Registration Statement, including exhibits contains 10 pages numbered
sequentially from this cover page. The exhibit index is located on Page 9.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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The documents containing the information specified in Part I will be sent or
given to persons participating in the Conap, Inc. Employees' Savings and Profit
Sharing Plan (the "Plan") of Conap, Inc., a wholly-owned subsidiary of the
Registrant, as specified by Rule 428(b)(1) of the Act. In accordance with the
instructions to Part I of Form S-8, such documents have not been filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or as prospectus supplements pursuant
to Rule 424 of the Act.
PART II
INFORMATION NOT REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 3. Incorporation of Certain Documents by Reference
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The Registrant and the Plan state that the following documents filed
by the Registrant and the Plan with the Commission are incorporated
by reference.
(a) Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1996.
(b) All other reports filed by Registrant pursuant to Section 13
of the Securities Exchange Act of 1934 (the "Exchange Act")
since December 31, 1996.
(c) The description of the Common Stock of the Registrant
contained in its Registration Statement filed under Section
12 of the Exchange Act including any amendment or report
previously or hereafter filed for the purpose of updating
such description.
The Registrant and the Plan state that all documents filed by the
Registrant and the Plan pursuant to Sections 13, 14 or 15(d) of the
Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
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Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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General
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Officers and directors of the Registrant are covered by certain
provisions of the Delaware General Corporation Law (GCL), the
Certificate of Incorporation, the By-Laws and insurance policies
which serve to limit, and, in certain instances, to indemnify them
against, certain liabilities which they may incur in such
capacities. None of such provisions would have retroactive effect
for periods prior to December 17, 1993, and the Registrant is not
aware of any claim or proceeding in the last three years, or any
threatened claim, which would have been or would be covered by these
provisions. These various provisions are described below.
Elimination of Liability in Certain Circumstances
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In June 1986, Delaware enacted legislation which authorizes
corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The duty of
care requires that, when acting on behalf of the corporation,
directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the
limitations now authorized by such legislation, directors are
accountable to corporations and their stockholders for monetary
damages for conduct constituting negligence or gross negligence in
the exercise of their duty of care. Although the statute does not
change directors' duty of care, it enables corporations to limit
available relief to equitable remedies such as injunction or
rescission. The Certificate of Incorporation limits the liability of
directors to the Registrant or its stockholders (in their capacity
as directors but not in their capacity as officers) to the fullest
extent permitted by such legislation. Specifically, the directors of
the Registrant will not be personally liable for monetary damages
for breach of director's fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174
of the Delaware GCL, or (iv) for any transaction from which the
director derived an improper personal benefit.
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Indemnification and Insurance
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As a Delaware corporation, the Registrant has the power, under
specified circumstances generally requiring the director or officer
to act in good faith and in a manner he reasonably believes to be in
or not opposed to the Registrant's best interests, to indemnify its
directors and officers in connection with actions, suits or
proceedings brought against them by a third party or in the name of
the Registrant, by reason of the fact that they were or are such
directors or officers, against expenses, judgments, fines and
amounts paid in settlement in connection with any such action, suit
or proceeding. Article VIII of the By-Laws generally provides for
mandatory indemnification of the Registrant's directors and officers
to the fullest extent provided by Delaware corporate law.
The Registrant's By-Laws are incorporated by reference as Exhibit
3(B) to this Registration Statement. Directors and officers are also
indemnified under a directors and officers liability insurance
policy.
Item 7. Exemption from Registration Claimed
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Not applicable
Item 8. Exhibits
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3(A) The Certificate of Incorporation of the Registrant is
incorporated by reference to Exhibit 3.1 of Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
3(B) The By-Laws of the Registrant are incorporated by reference
to Exhibit 3.2 of Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996.
4(A) Conap, Inc. Employees' Savings and Profit Sharing Plan*.
4(B) Amendment No. 1 to Conap, Inc. Employees' Savings and
Profit Sharing Plan*.
21 Trust Agreement dated December 28, 1983, between Conap,
Inc. and Mellon Bank, N.A., trustee under the Conap, Inc.
Employees' Savings and Profit Sharing Plan*.
23 Consent of KPMG Peat Marwick LLP related to the
consolidated financial statements of Cytec Industries Inc.
and subsidiaries.
24 Powers of Attorney*.
* Previously filed.
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Item 9. Undertakings
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The undersigned Registrant and the Plan hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant and the Plan hereby undertake that, for
purposes of determining any liability under the Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the
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opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by the director, officer, or controlling person of the
Registrant in the successful defense of any action suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The Registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service for a
determination that the Plan is qualified under Section 401 of the
Internal Revenue Code and will make all changes required by the IRS
in order to qualify the Plan.
SIGNATURES
The Registrant
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Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Paterson and State of New Jersey, on the 9th day
of May, 1997.
CYTEC INDUSTRIES INC.
By /s/D. D. Fry
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Chairman of the Board &
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title
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/s/D. D. Fry Chairman of the Board &
- ---------------------------- Chief Executive Officer
D. D. Fry
/s/J. P. Cronin Executive Vice President & Chief
- ----------------------------- Financial and Accounting Officer
J. P. Cronin
*
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F. W. Armstrong Director
*
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G. A. Burns Director *By /s/E. F. Jackman
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(Attorney-in-Fact)
* May 9, 1997
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L. L. Hoynes, Jr. Director
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D. Lilley Director
*
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W. P. Powell Director
*
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J. R. Satrum Director
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The Plan
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Pursuant to the requirement of the Securities Act of 1933, the Conap, Inc.
Employees' Savings and Profit Sharing Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned hereunto duly
authorized.
CONAP, INC. EMPLOYEES' SAVINGS
AND PROFIT SHARING PLAN
Dated May 9, 1996 By The Plan Administrative Committee
By /s/J. W. Hirsch
---------------------------------
Administrator
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Page
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<S> <C> <C>
3(A) The Certificate of Incorporation of the Registrant is incorporated
by reference to Exhibit 3.1 of Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996.
N/A
3(B) The By-Laws of Registrant are incorporated by reference to
Exhibit 3.2 of Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996. N/A
4(A) Conap, Inc. Employees' Savings and Profit Sharing Plan*. N/A
4(B) Amendment No. 1 to CONAP, Inc. Employees' Savings and
Profit Sharing Plan*.
21 Trust Agreement , December 28, 1983, between Conap, Inc. and N/A
Mellon Bank, N.A., trustee under the Conap, Inc. Employees'
Savings and Profit Sharing Plan*.
23 Consent of KPMG Peat Marwick LLP related to the consolidated 10
financial statements of Cytec Industries Inc. and subsidiaries.
24 Powers of Attorney*. N/A
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Exhibit 23
ACCOUNTANT'S CONSENT
The Board of Directors
Cytec Industries Inc.:
We consent to the use of our reports relating to the consolidated financial
statements of Cytec Industries Inc. and subsidiaries incorporated herein by
reference.
/s/ KPMG Peat Marwich LLP
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
May 9, 1997
