<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 office) (Zip Code)
REGISTERED RETIREMENT SAVINGS PLAN OF CYTEC CANADA INC.
(Full title of 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)
(973) 357-3100
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed public offering: sales are
expected to take place from time to time after the effective date of the
Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed
Title of Proposed Maximum
Securities Maximum Aggregate Amount of
to be Amount to Offering Price Offering Registration
Registered be Registered Per Share (1) Price (1) fee (1)
=================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value 50,000
$0.01 per share shares $49.375 $2,468,750 $728.28
=================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(h)(i) promulgated under the
Act, and based upon the average of the high ($49.8125) and low
($48.9375) prices of Cytec Industries Inc. Common Stock on January
28, 1998, as reported on the New York Stock Exchange Consolidated
Tape ($49.375 per share).
This Registration Statement, including exhibits contains 19 pages numbered
sequentially from this cover page. The exhibit list is located on Page 8.
- 1 -
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
- ----------------------------------------------------
The documents containing the information specified in Part I will be sent or
given to persons participating in the Registered Retirement Savings Plan (the
"Plan") of Cytec Canada 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
- --------------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The Registrant states that the following documents filed by the
Registrant 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, 1993.
(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 states that all documents filed by the Registrant
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.
Item 4. Description of Securities
-------------------------
Not applicable.
- 2 -
<PAGE>
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
General
-------
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
-------------------------------------------------
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
recision. 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.
- 3 -
<PAGE>
Indemnification and Insurance
-----------------------------
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(c) to this Registration Statement. Directors and officers are
also indemnified under a directors and officers liability
insurance policy.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable
Item 8. Exhibits
--------
3(a) The Certificate of Incorporation of the Registrant is
incorporated by reference to Exhibit 3.1 of Registrant's
Annual Report on Form 10-K for the year ended December
31, 1993.
3(b) An Amendment to the Certificate of Incorporation of the
Registrant is incorporated by reference to Exhibit 3.1(a)
of the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997.
3(c) A conformed copy of the Certificate of Incorporation of the
Registrant, as amended.
3(d) The By-Laws of the Registrant are incorporated by
reference to Exhibit 3.2 of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993.
23(a) Consent of KPMG Peat Marwick LLP related to the
consolidated financial statements of Cytec Industries
Inc. and subsidiaries.
23(b) Consent of Arthur Andersen LLP related to the
consolidated financial statements of Fiberite Holdings,
Inc. and subsidiaries.
24 Powers of Attorney.
- 4 -
<PAGE>
Item 9. Undertakings
------------
The undersigned Registrant 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 hereby undertakes 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.
- 5 -
<PAGE>
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 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.
Since the Plan covers only employees in Canada, it is not required
to be qualified under the United States Internal Revenue Code, nor
is it subject to ERISA.
- 6 -
<PAGE>
SIGNATURES
The Registrant
- --------------
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 4th
day of February, 1998.
CYTEC INDUSTRIES INC.
By /s/ D. D. Fry
----------------------------------
Chairman of the Board &
Chief Executive 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 indicated on the 4th day of February, 1998.
Name Title
- ---- -----
/s/ D. D. Fry Chairman of the Board &
- ----------------------- Chief Executive Officer
/s/ J. P. Cronin Executive Vice President & Chief
- ----------------------- Financial and Accounting Officer
F. W. Armstrong Director)
G. A. Burns Director) By /s/ E. F. Jackman
L. L. Hoynes, Jr. Director) ------------------
D. Lilley Director) (Attorney-in-Fact)
W. P. Powell Director) January 29, 1998
J. R. Satrum Director)
- 7 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
- ----------- ----
3(a) The Certificate of Incorporation of the Registrant is
incorporated by reference to Exhibit 3.1 of Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993.
3(b) An Amendment to the Certificate of Incorporation of the
Registrant is incorporated by reference to Exhibit 3.1(a) of the
Registrant's Quarterly Report on From 10-Q for the quarter ended
June 30, 1997.
3(c) A conformed copy of the Certificate of Incorporation of the
Registrant, as amended.
3(d) The By-Laws of Registrant are incorporated by reference to
Exhibit 3.2 of Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.
23(a) Consent of KPMG Peat Marwick LLP related to the consolidated
financial statements of Cytec Industries Inc. and subsidiaries.
23(b) Consent of Arthur Andersen LLP related to the consolidated
financial statements of Fiberite Holdings, Inc. and subsidiaries.
24 Powers of Attorney.
- 8 -
<PAGE>
Exhibit 3(c)
CONFORMED COPY OF
CERTIFICATE OF INCORPORATION
OF
CYTEC INDUSTRIES INC., AS AMENDED
THROUGH MAY 13, 1997
FIRST: The name of the Corporation in Cytec Industries Inc.
(hereinafter the "Corporation").
SECOND: The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").
FOURTH: The total number of shares of stock which the Corporation
shall have the authority to issue is 170 million, consisting of 150 million
shares of common stock, par value $0.01 per share (the "Common Stock"), and 20
million shares of preferred stock, par value $0.01 per share (the "Preferred
Stock").
Shares of the Preferred Stock of the Corporation may be issued
from time to time in one or more classes or series, each of which class or
series shall have such distinctive designation or title as shall be fixed by
the Board of Directors of the Corporation (the "Board of Directors") prior to
the issuance of any shares thereof. Each such class or series of Preferred
Stock shall have such voting powers, full or limited, or no voting powers, and
such preferences and relative, participating, optional or other special rights
and such qualifications, limitations or restrictions thereof, as shall be
stated in such resolution or resolutions providing for the issue of such class
or series of Preferred Stock as may be adopted from time to time by the Board
of Directors prior to the issuance of any shares thereof pursuant to the
authority hereby expressly vested in it, all in accordance with the laws of
the State of Delaware.
Except as set forth in such resolutions, or as otherwise may be
required by law, the holders of shares of Preferred Stock shall not have any
voting rights.
FIFTH: The name and mailing address of the Sole Incorporator is as
follows:
Name Mailing Address
---- ---------------
Deborah M. Reusch P.O. Box 636
Wilmington, DE 19899
-9-
<PAGE>
SIXTH: The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. Subject to the
terms and provisions of any class or series of Preferred Stock, the Board of
Directors shall consist of not less than 5 (including any directors elected by
the holders of any class or series of Preferred Stock entitled to elect
directors as a class or series) nor more than 12 members, the exact number of
which shall be fixed from time to time by the Board of Directors. Except as
provided in the next paragraph, the directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall consist,
as nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. The term of the initial Class I
directors shall terminate on the date of the 1994 annual meeting of
stockholders; the term of the initial Class II directors shall terminate on
the date of the 1995 annual meeting of stockholders; and the term of the
initial Class III directors shall terminate on the date of the 1996 annual
meeting of stockholders. At each annual meeting of stockholders beginning in
1994, successors to the class of directors whose term expires at the annual
meeting shall be elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional directors of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A Class
I, II or III director shall hold office until the annual meeting for the year
in which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board of Directors
in a Class I, II or III directorship, howsoever resulting, may be filled by a
majority of the directors than in office, even if less than a quorum, or by a
sole remaining director. Any director elected to fill such a vacancy shall
hold office for a term that shall coincide with the term of the class to which
such director shall have been elected.
Whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the terms of
this Certificate of Incorporation or the resolution or resolutions adopted by
the Board of Directors pursuant to Article Fourth applicable thereto, and such
directors so elected shall not be divided pursuant to this Article Sixth into
classes with the directors elected by the holders of Common Stock unless
expressly provided by such terms.
SEVENTH: Any action required or permitted to be taken at any
annual or special meeting of any class of stockholders may be taken only upon
the vote of such class of stockholders at an annual or special meeting duly
noticed and called, as provided in the Certificate of Incorporation or By-laws
of the Corporation, and may not be taken by a written consent of such class of
stockholders pursuant to the GCL, unless (i) in the case of action required or
permitted to be taken by the holders of Common Stock, such written consent is
signed by all holders of Common Stock or (ii) in the case of action required
or permitted to be taken by the holders of any class or series of Preferred
Stock, such written consent is signed by holders of shares of such class of
series of Preferred Stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares of such class or series entitled to vote thereon were present and
voted.
- 10 -
<PAGE>
EIGHTH: Subject to the terms and provisions of any class or series
of Preferred Stock, special meetings of the stockholders of the Corporation
for any purpose or purposes may be called at any time by the Board of
Directors, the Chairman of the Board of Directors or the President of the
Corporation, and may not be called by any other person or persons.
NINTH: No director of the Corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such a director as a director. Notwithstanding the foregoing
sentence, a director shall be liable to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit. No amendment to or repeal of this
Article NINTH shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment or repeal.
TENTH: The Corporation expressly elects not to be governed by
Section 203 of the GCL.
ELEVENTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
repeal, alter, amend or rescind the By-laws of the Corporation.
TWELFTH: The Corporation reserves the right to repeal, alter,
amend or rescind any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
on stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my
hand this 17th day of December, 1993.
/s/ Deborah M. Reusch
------------------------------
Deborah M. Reusch
Sole Incorporator
- 11 -
<PAGE>
Exhibit 23(a)
ACCOUNTANTS' 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 Marwick LLP
---------------------------
KPMG Peat Marwick LLP
Short Hills, New Jersey
February 2, 1998
- 12 -
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 19, 1997 included in Current Report on Form 8-K File 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
-----------------------
ARTHUR ANDERSEN LLP
Phoenix, Arizona
February 2, 1998
- 13 -
<PAGE>
Exhibit 24
Power of Attorney
Know All Men by These Presents that I, the undersigned, do hereby constitute
and appoint D. D. Fry, J. P. Cronin and E. F. Jackman, and each of them, with
full power to act without the others, and with full power of substitution, my
true and lawful attorney-in-fact and agent to sign on my behalf in any and all
capacities the Registration Statement on Form S-8 for the registration with
the United States Securities and Exchange Commission of shares of Common
Stock, par value $0.01 per share, of Cytec Industries Inc., and any related
plan interests, to be offered and sold from time to time pursuant to the Cytec
Canada Inc. Registered Retirement Savings Plan, and any amendments and
post-effective amendments to said Registration Statement.
In Witness Whereof, I have hereunto set my hand this 26th day of January,
1998.
/s/ F. W. Armstrong
-------------------------
F. W. Armstrong
- 14 -
<PAGE>
Exhibit 24
Power of Attorney
Know All Men by These Presents that I, the undersigned, do hereby constitute
and appoint D. D. Fry, J. P. Cronin and E. F. Jackman, and each of them, with
full power to act without the others, and with full power of substitution, my
true and lawful attorney-in-fact and agent to sign on my behalf in any and all
capacities the Registration Statement on Form S-8 for the registration with
the United States Securities and Exchange Commission of shares of Common
Stock, par value $0.01 per share, of Cytec Industries Inc., and any related
plan interests, to be offered and sold from time to time pursuant to the Cytec
Canada Inc. Registered Retirement Savings Plan, and any amendments and
post-effective amendments to said Registration Statement.
In Witness Whereof, I have hereunto set my hand this 26th day of January,
1998.
/s/ G. A. Burns
-------------------------
G. A. Burns
- 15 -
<PAGE>
Exhibit 24
Power of Attorney
Know All Men by These Presents that I, the undersigned, do hereby constitute
and appoint D. D. Fry, J. P. Cronin and E. F. Jackman, and each of them, with
full power to act without the others, and with full power of substitution, my
true and lawful attorney-in-fact and agent to sign on my behalf in any and all
capacities the Registration Statement on Form S-8 for the registration with
the United States Securities and Exchange Commission of shares of Common
Stock, par value $0.01 per share, of Cytec Industries Inc., and any related
plan interests, to be offered and sold from time to time pursuant to the Cytec
Canada Inc. Registered Retirement Savings Plan, and any amendments and
post-effective amendments to said Registration Statement.
In Witness Whereof, I have hereunto set my hand this 26th day of January,
1998.
/s/ L. L. Hoynes, Jr.
-------------------------
L. L. Hoynes, Jr.
- 16 -
<PAGE>
Exhibit 24
Power of Attorney
Know All Men by These Presents that I, the undersigned, do hereby constitute
and appoint D. D. Fry, J. P. Cronin and E. F. Jackman, and each of them, with
full power to act without the others, and with full power of substitution, my
true and lawful attorney-in-fact and agent to sign on my behalf in any and all
capacities the Registration Statement on Form S-8 for the registration with
the United States Securities and Exchange Commission of shares of Common
Stock, par value $0.01 per share, of Cytec Industries Inc., and any related
plan interests, to be offered and sold from time to time pursuant to the Cytec
Canada Inc. Registered Retirement Savings Plan, and any amendments and
post-effective amendments to said Registration Statement.
In Witness Whereof, I have hereunto set my hand this 26th day of January,
1998.
/s/ D. Lilley
-------------------------
D. Lilley
- 17 -
<PAGE>
Exhibit 24
Power of Attorney
Know All Men by These Presents that I, the undersigned, do hereby constitute
and appoint D. D. Fry, J. P. Cronin and E. F. Jackman, and each of them, with
full power to act without the others, and with full power of substitution, my
true and lawful attorney-in-fact and agent to sign on my behalf in any and all
capacities the Registration Statement on Form S-8 for the registration with
the United States Securities and Exchange Commission of shares of Common
Stock, par value $0.01 per share, of Cytec Industries Inc., and any related
plan interests, to be offered and sold from time to time pursuant to the Cytec
Canada Inc. Registered Retirement Savings Plan, and any amendments and
post-effective amendments to said Registration Statement.
In Witness Whereof, I have hereunto set my hand this 26th day of January,
1998.
/s/ W. P. Powell
------------------------
W. P. Powell
- 18 -
<PAGE>
Exhibit 24
Power of Attorney
Know All Men by These Presents that I, the undersigned, do hereby constitute
and appoint D. D. Fry, J. P. Cronin and E. F. Jackman, and each of them, with
full power to act without the others, and with full power of substitution, my
true and lawful attorney-in-fact and agent to sign on my behalf in any and all
capacities the Registration Statement on Form S-8 for the registration with
the United States Securities and Exchange Commission of shares of Common
Stock, par value $0.01 per share, of Cytec Industries Inc., and any related
plan interests, to be offered and sold from time to time pursuant to the Cytec
Canada Inc. Registered Retirement Savings Plan, and any amendments and
post-effective amendments to said Registration Statement.
In Witness Whereof, I have hereunto set my hand this 26th day of January,
1998.
/s/ J. R. Satrum
-------------------------
J. R. Satrum
- 18 -
