As filed with the Securities and Exchange Commission on May 6, 1998
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CYTEC INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3268660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Five Garret Mountain Plaza
West Paterson, NJ 07424
(973) 357-3100
(Name, address, including zip code, and telephone, including
area code, of registrant's principal executive offices)
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Edward F. Jackman, Esq.
Vice President, General Counsel and Secretary
Cytec Industries Inc.
Five Garret Mountain Plaza
West Paterson, NJ 07424
(973) 357-3100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
John T. Gaffney, Esq. Stephen Giove, Esq.
Cravath, Swaine & Moore Shearman & Sterling
825 Eighth Avenue 599 Lexington Avenue
New York, NY 10019 New York, NY 10022
(212) 474-1122 (212) 848-7325
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, check
the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
[X] 333-3808
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Offering Price Aggregate Offering Registration
be Registered be Registered Per Unit (1) Price (1) Fee
- - ---------------- ------------- -------------- ------------------ ------------
Debt Securities $20,000,000 100% $20,000,000 $5,900
================ ============= ============== ================== ============
(1) Estimated solely for the purpose of computing the amount of the
registration fee.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities
and Exchange Commission (the "SEC") by Cytec Industries Inc. (the
"Company") pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. The contents of the Registration Statement on Form S-3 (Reg. No.
333-3808) filed by the Company with the SEC and declared effective on April
8, 1997, including the exhibits thereto, are incorporated herein by
reference.
The required opinions and consents are listed on an Exhibit Index
attached hereto and filed herewith.
<PAGE>
PART II
Information Not Required in Prospectus
A. Exhibits.
All exhibits filed with or incorporated by reference in
Registration Statement No. 333-3808 are incorporated by reference into, and
shall be deemed part of, this registration statement, except the following
which are filed herewith:
Exhibit
Number Description
- - ------ -----------
5.1 -- Opinion of Cravath, Swaine & Moore as to the validity of the
Debt Securities.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Cravath, Swaine & Moore (included in Exhibit 5.1).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 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, State of New
Jersey, on May 6, 1998.
CYTEC INDUSTRIES INC.
By /s/ J. P. Cronin
-----------------------------
J. P. Cronin
Executive Vice President and
Chief Financial Officer
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:
Signature Title Date
/s/ D. D. Fry Chairman of the Board and May 6, 1998
- - ----------------------- Chief Executive Officer
D. D. Fry
/s/ J. P. Cronin Executive Vice President and May 6, 1998
- - ----------------------- Chief Financial and Accounting
J. P. Cronin Officer
* Director May 6, 1998
- - -----------------------
F. W. Armstrong
* Director May 6, 1998
- - -----------------------
G. A. Burns
* Director May 6, 1998
- - -----------------------
L. L. Hoynes, Jr.
* Director May 6, 1998
- - -----------------------
D. Lilley
* Director May 6, 1998
- - -----------------------
W. P. Powell
Director May 6, 1998
- - -----------------------
J. R. Satrum
Edward F. Jackman, by signing his name hereto, does hereby sign and execute
this Registration Statement on behalf of each of the above-named officers
and Directors of Cytec Industries Inc. pursuant to powers of attorney
executed by each of such officers and Directors and filed with the
Securities and Exchange Commission as an exhibit incorporated by reference
in this Registration Statement.
*By /s/ Edward F. Jackman May 6, 1998
--------------------------
Edward F. Jackman
Attorney-in-Fact
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- - ------ -----------
5.1 -- Opinion of Cravath, Swaine & Moore as to the validity of
the Debt Securities.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Cravath, Swaine & Moore (included in Exhibit 5.1).
II-3
EXHIBIT 5.1
[LETTERHEAD OF CRAVATH, SWAINE & MOORE]
May 6, 1998
Cytec Industries Inc.
Debt Securities
Ladies and Gentlemen:
We have acted as counsel for Cytec Industries Inc., a
Delaware corporation (the "Company"), in connection with the
proposed issuance and sale of up to $20,000,000 aggregate
principal amount of debt securities (the "Debt Securities") of
the Company to be registered under the Securities Act of 1933, as
amended (the "Securities Act") on the Registration Statement on
Form S-3 pursuant to Rule 462(b) of the Securities Act (the
"Registration Statement") filed by the Company with the
Securities and Exchange Commission on the same date hereof with
respect to the Debt Securities and to be issued under an
indenture between the Company and PNC Bank, National Association,
as Trustee (the "Trustee") and dated March 15, 1998 (the
"Indenture").
In that connection, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we
have deemed necessary for the purposes of this opinion, including
the following: (a) the Certificate of Incorporation of the
Company; (b) the By-laws of the Company; (c) resolutions adopted
by the Board of Directors of the Company on April 18, 1996 and
October 16, 1997, authorizing the registration of the Debt
Securities under the Securities Act; (d) the Registration
Statement and final prospectus included therein (the "Final
Prospectus"); and (e) the Indenture.
<PAGE>
2
We have also assumed that (i) the Registration
Statement and any amendments thereto (including post-effective
amendments) will become effective and comply with all applicable
laws; (ii) the Registration Statement will be effective and will
comply with all applicable laws at the time the Debt Securities
are offered or issued as contemplated by the Registration
Statement; (iii) the terms of the Debt Securities and of their
issuance and sale will be established in conformity with the
Indenture, will not violate any applicable laws or result in a
default under or breach of any agreement or instrument (including
the Certificate of Incorporation of the Company, which includes
the Certificate of Designations, Preferences and Rights of Series
C Cumulative Preferred Stock) binding upon the Company and will
comply with any requirement or restriction imposed by any court
or governmental body having jurisdiction over the Company; (iv)
the Debt Securities will be issued and sold in compliance with
applicable Federal and state securities laws and in the manner
stated in the Final Prospectus; (v) the Indenture has been duly
authorized and validly executed and delivered by the Trustee and
(vi) the underwriting agreement dated May 6, 1998, among the
Company, Merrill Lynch Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and SBC
Warburg Dillon Read Inc., with respect to the Debt Securities
offered (the "Underwriting Agreement") is duly authorized and
validly executed and delivered by the Company and the other
parties thereto.
Based upon and subject to the foregoing, we are of
opinion that with respect to any Debt Securities to be issued
under the Indenture, when (i) the Board of Directors of the
Company or a duly designated officer has taken all necessary
corporate action to approve the issuance and terms of such Debt
Securities, the terms of the offering thereof and any related
matters and (ii) such Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the
provisions of the Indenture and the Underwriting Agreement, upon
payment of the consideration therefor as provided therein, such
Debt Securities will be validly issued and will constitute valid
and binding obligations of the Company, enforceable against the
Company in accordance with their terms (subject to applicable
bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws affecting creditors' rights
generally from time to time in effect and subject to general
principles of equity,
<PAGE>
3
regardless of whether such enforceability is considered in a
proceeding in equity or at law).
We are admitted to practice in the State of New York,
and we express no opinion as to any matters governed by any law
other than the law of the State of New York, the General
Corporation Law of the State of Delaware and the Federal law of
the United States of America.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us
under the heading "Legal Matters" in the Final Prospectus filed
as part of the Registration Statement.
Very truly yours,
/s/
CRAVATH, SWAINE & MOORE
Cytec Industries Inc.
Five Garret Mountain Plaza
West Paterson, NJ 07424
EXHIBIT 23.1
Accountants' Consent
The Board of Directors
Cytec Industries Inc.:
We consent to the use of our reports relating to the consolidated
financial statements and schedules of Cytec Industries Inc. and
subsidiaries incorporated herein by reference and to the reference to
our firm under the heading "Experts" in the prospectus.
/s/
KPMG Peat Marwick LLP
Short Hills, New Jersey
May 6, 1998
EXHIBIT 23.2
[Letterhead of]
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3
of our report dated February 19, 1997 included in Current Report on
Form 8-K No. 001-12372. It should be noted that we have not audited
any financial statements of Fiberite Holdings, Inc. subsequent to
December 31, 1996 or performed any audit procedures subsequent to the
date of our report.
/s/
Arthur Andersen LLP
Phoenix, Arizona,
May 5, 1998
