<PAGE>
As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
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 Identification No.)
incorporation or organization)
Five Garret Mountain Plaza
West Paterson, NJ 07424
(973) 357-3100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------------------
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)
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Copy to:
John T. Gaffney, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475
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Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this registration statement, as determined by market
conditions and other factors.
If the only debt 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 debt securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[X]
If this Form is filed to register additional debt securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, 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.[X]
-------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed
Maximum Proposed Maximum
Title of Each Class of Amount to be Registered(1) Offering Price Aggregate Amount of
Securities to be Registered Per Unit(2) Offering Price(3) Registration Fee
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $400,000,000 100% $400,000,000 $105,600
============================================================================================================================
</TABLE>
(1) If any debt securities are issued at an original issue discount, then the
offering price shall be in such greater principal amount as shall result in
an aggregate initial offering price not to exceed $400,000,000 less the
dollar amount of any debt securities previously issued hereunder.
(2) The proposed maximum offering price per unit will be determined from time
to time by the registrant in connection with the issuance by the registrant
of the debt securities registered hereunder.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933 and exclusive
of accrued interest, if any.
-------------------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these debt securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these debt securities and it is not soliciting an offer to buy these
debt securities in any state where the offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION DATED DECEMBER 15, 2000
CYTEC INDUSTRIES INC.
$400,000,000
DEBT SECURITIES
We may offer these debt securities in one or more offerings having an
aggregate public offering price of up to $400,000,000. When we decide to sell a
particular series of debt securities, we will prepare a prospectus supplement
describing those debt securities and our plan of distribution. You should read
this prospectus and any prospectus supplement carefully.
Our common stock is traded on the New York Stock Exchange under the
symbol "CYT".
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these debt securities or determined
whether this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
-------------------------------
The date of this prospectus is December [ ], 2000
<PAGE>
TABLE OF CONTENTS
Prospectus
<TABLE>
<S> <C>
About this Prospectus ...................................................................3
Where You Can Find More Information .....................................................3
Disclosure Regarding Forward Looking Statements..........................................5
Cytec Industries.........................................................................5
Use of Proceeds .........................................................................6
Ratio of Earnings to Fixed Charges ......................................................6
Description of Debt Securities ..........................................................6
Plan of Distribution ...................................................................15
Legal Matters ..........................................................................16
Experts ................................................................................16
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission, which we refer to as the SEC,
utilizing a "shelf" registration process. Under this shelf process, we may sell
the debt securities described in this prospectus in one or more offerings up to
a total dollar amount of $400,000,000. This prospectus provides you with a
general description of the debt securities that we may offer. Each time we sell
debt securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus supplement
may also add, update or change information contained in this prospectus. You
should read this prospectus and any prospectus supplement, together with
additional information described under the heading "Where You Can Find More
Information."
You should rely only on the information provided in this prospectus and
in any prospectus supplement, including the information incorporated by
reference therein. We have not authorized anyone to provide you with different
information. We are offering to sell debt securities and making offers to buy
debt securities only in jurisdictions where offers and sales are permitted. The
information in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or any sale of
the debt securities.
CERTAIN PERSONS PARTICIPATING IN THE OFFERING OF THE DEBT SECURITIES MAY ENGAGE
IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
DEBT SECURITIES OR ANY SECURITIES THE PRICES OF WHICH MAY BE USED TO DETERMINE
PAYMENTS ON THE DEBT SECURITIES. SPECIFICALLY, THE UNDERWRITERS OR AGENTS
SPECIFIED IN THE RELEVANT PROSPECTUS SUPPLEMENT OR PRICING SUPPLEMENT MAY
OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY BID FOR AND PURCHASE THE DEBT
SECURITIES OR ANY SECURITIES THE PRICES OF WHICH MAY BE USED TO DETERMINE
PAYMENTS ON THE DEBT SECURITIES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION" IN THIS PROSPECTUS AND "PLAN OF
DISTRIBUTION" IN ANY PROSPECTUS SUPPLEMENT.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the
Securities Act of 1933 that registers the distribution of these debt securities.
The registration statement, including the attached exhibits and schedules,
contains additional relevant information about us and the debt securities. The
rules and regulations of the SEC allow us to omit certain information included
in the registration statement from this prospectus.
3
<PAGE>
In addition, we file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy this
information and the registration statement at the following locations of the
SEC:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You may obtain information on the operation of
the public reference room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is http://www.sec.gov.
You can also inspect reports, proxy statements and other information
about us at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately by us with the SEC. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by other information
that is included in or incorporated by reference into this document.
This prospectus incorporates by reference the documents listed below
that we have previously filed with the SEC. These documents contain important
information about us.
o Our Annual Report on Form 10-K for the year ended December 31,
1999
o Our Proxy Statement on Schedule 14A that was filed on March 29,
2000
o Our Quarterly Reports on Form 10-Q for the quarterly periods
ended September 30, 2000, June 30, 2000 and March 31, 2000
We also incorporate by reference any additional documents that we may
file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act between the date of this prospectus and the termination of the
offering of the debt securities. These documents may include periodic reports,
like Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as Proxy Statements. Any material that we
subsequently file with the SEC will automatically update and replace the
information previously filed with the SEC.
You can also obtain these documents from us without charge by visiting
our web site (http://www.cytec.com) or requesting them in writing or by
telephone at the following address:
Cytec Industries Inc.
Investor Relations
Five Garret Mountain Plaza
West Paterson, NJ 07424
Telephone (973) 357-3100
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, which we refer to as the Exchange Act.
Forward-looking statements include, among others, statements concerning our
company's outlook for 2000 and beyond, the accretiveness of acquisitions, the
financial effects of divestitures, pricing trends, the effects of changes in
foreign exchange rates and forces within the industry, the completion dates of
and expenditures for capital projects, expected sales growth, cost reduction
strategies and their results, long-term goals of our company and other
statements of expectation, beliefs, future plans and strategies, anticipated
events or trends, and similar expressions concerning matters that are not
historical facts.
All predictions as to future results contain a measure of uncertainty
and accordingly, actual results could differ materially. Among the factors that
could cause a difference are: changes in global and regional economies; changes
in demand for our products or in the costs and availability of our raw
materials; the actions of competitors; exchange rate fluctuations; the financial
condition of joint venture partners; the success of our customers' demands for
price decreases; technological change; changes in employee relations, including
possible strikes; government regulations; litigation, including its inherent
uncertainty; difficulties in plant operations and materials transportation;
environmental matters; the results of and recoverability of investments in
associated companies and other unforeseen circumstances.
In light of these risks and uncertainties, we cannot assure you that
the results and events contemplated by the forward-looking information contained
in this prospectus will in fact transpire. Potential investors are cautioned not
to place undue reliance on these forward-looking statements. We do not undertake
any obligation to update or revise any forward-looking statements. All
subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements.
CYTEC INDUSTRIES
Unless indicated otherwise, the terms "our company," "we," "our" and
"us" refer collectively to Cytec Industries Inc. and its subsidiaries. With
respect to periods ending on or before December 17, 1993, which was the
effective date of the transfer of substantially all the assets and liabilities
of the chemicals business of American Cyanamid Company to us, the terms refer to
the chemicals business of Cyanamid. Cyanamid was acquired by American Home
Products Corporation in November 1994.
We are a global specialty chemicals and materials company which focuses
on value-added products. We serve major markets for water and wastewater
treatment, mineral processing, automotive and industrial coatings, plastics,
adhesives, aerospace adhesives and composites, and chemical intermediates.
We develop, manufacture and market products in four general segments:
water and industrial process chemicals, performance products, specialty
materials and building block chemicals. Water and industrial process chemicals
include water treating, mining and phosphine chemicals. Performance products
include specialty resins, surfactants and specialty monomers and polymer
additives. The specialty materials segment includes aerospace adhesives and
advanced composites. Building block chemicals include acrylonitrile, hydrocyanic
acid, acrylamide, melamine and sulfuric acid. We have manufacturing facilities
in nine countries and sell our products worldwide.
We were incorporated under the laws of Delaware in 1993. Our executive
offices are located at Five Garret Mountain Plaza, West Paterson, New Jersey
07424, telephone number (973) 357-3100. Our web site is located at
www.cytec.com. The contents of our web site are not a part of this prospectus.
5
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USE OF PROCEEDS
Unless otherwise stated in the applicable prospectus supplement, we
will use the net proceeds from the sale of the debt securities for general
corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
for our company for the periods indicated. For purposes of calculating the
amount of earnings to fixed charges, earnings consist of earnings from
continuing operations before income tax (benefit) expense plus dividends paid to
us from associated companies plus fixed charges less capitalized interest net of
amortization. Fixed charges consist of interest on indebtedness plus amortized
premiums, discounts and deferred financing costs plus the portion of rentals
representative of an interest factor.
<TABLE>
<CAPTION>
Year Ended December 31,
Nine Months Ended -----------------------
September 30, 2000 1999 1998 1997 1996 1995
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges............................ 6.6 6.1 6.9 11.9 19.4 32.0
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the debt securities sets
forth general terms that may apply to the debt securities. The particular terms
of the debt securities offered by any prospectus supplement and the extent, if
any, to which such general provisions may apply to the debt securities so
offered will be described in the prospectus supplement relating to such debt
securities. Accordingly, for a description of the terms of a particular issue of
debt securities, reference must be made to both the prospectus supplement
relating thereto and to the following description.
The debt securities will be general obligations of our company. The
debt securities will be issued under an indenture (the "indenture") dated as of
March 15, 1998, between us and PNC Bank, National Association, as trustee (the
"trustee"). In November 1998, The Chase Manhattan Bank acquired substantially
all of the assets of the corporate trust business of PNC Bank, National
Association (including the duties and rights of PNC Bank, National Association,
under the indenture), and accordingly, The Chase Manhattan Bank is now the
trustee under the indenture and also the registrar and paying agent. Subject to
certain limitations imposed by the Trust Indenture Act of 1939, the trustee,
under the indenture, in its individual or any other capacity, may become the
owner or pledgee of our company's securities and may otherwise deal with and
collect obligations owed to it by our company and may otherwide deal with our
company with the same rights it would have if it were not the trustee.
The following is a summary of the most important provisions of the
indenture. A copy of the form of the indenture has been filed as an exhibit to
the registration statement of which this prospectus is a part. Section
references below are to the applicable section in the indenture. The following
discussion of certain provisions of the indenture is a summary only and does not
purport to be a complete description of the terms and provisions of the
indenture. We urge you to read the indenture because it, and not this
description, defines your rights as a holder of the debt securities.
Ranking; Issuance in Series
The debt securities will rank equally and ratably with all of our other
unsecured and unsubordinated obligations. The indenture does not limit the total
amount of debt securities that we may issue under it, and we may issue debt
securities under the indenture up to the aggregate principal amount authorized
by our board of directors from time to time. Except as may be described in a
prospectus
6
<PAGE>
supplement, neither the indenture nor the debt securities limit the amount of
other secured or unsecured debt that we may incur or issue.
We may issue debt securities in one or more separate series. The
prospectus supplement relating to an offering of a particular series of debt
securities will specify the particular amounts, prices and terms of those debt
securities. These terms may include:
o the title of the debt securities of the series;
o any limit upon the aggregate principal amount of the debt
securities of the series that may be authenticated and delivered
under the indenture;
o the date or dates on which the principal and any premium of the
debt securities of the series is payable;
o the rate or rates, which may be fixed or variable, at which the
debt securities of the series bear interest, if any, or the
method by which such rate or rates are determined, the date or
dates from which such interest accrues, the interest payment
dates on which any interest is payable or the method by which
such dates will be determined, our right, if any, to defer or
extend an interest payment date, and the record dates for the
determination of holders to whom interest is payable and the
basis upon which interest will be calculated if other than that
of a 360-day year of twelve 30-day months;
o the price or prices at which, the period or periods within which
and the terms and conditions upon which the debt securities of
the series may be redeemed, in whole or in part, at our option or
otherwise;
o our obligation, if any, to redeem, purchase or repay the debt
securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a holder and the price
or prices at which and the period or periods within which and the
terms and conditions upon which the debt securities of the series
will be redeemed, purchased or repaid, in whole or in part,
pursuant to that obligation;
o if other than in U.S. dollars, the currency, currencies, currency
unit or currency units in which the principal of, and any premium
and interest on, the debt securities of the series is payable,
and the manner of determining an equivalent amount of U.S.
dollars;
o any additions, modifications or deletions in the events of
default with respect to the debt securities of the series and any
change in the right of the trustee or the holder of any debt
securities of the series to declare the principal, any premium or
any interest on such debt securities immediately due and payable;
o any trustee, authenticating or paying agents, transfer agents or
registrars or any other agents with respect to the debt
securities of the series;
o any terms of any guarantee of the payment of principal, any
premium and any interest, with respect to the debt securities of
the series and any corresponding changes to the provisions of the
indenture as then in effect;
o any other terms of the debt securities of the series not
inconsistent with the provisions of the indenture.
Tax Considerations
Important Federal income tax consequences and special considerations
applicable to any series of debt securities will be described in the prospectus
supplement.
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Denominations, Registration, Payment and Transfer
In the absence of any other specification in the form of debt security
for any series, the debt securities of each series shall be issuable in
registered form without coupons in denominations of $1,000 and any integral
multiple of $1,000.
Debt securities of any series may be exchanged for debt securities of
the same series in other authorized denominations, in an equal aggregate
principal amount. Debt securities may also be presented for registration or
transfer, and the transferee or transferees will receive new debt securities of
the same series in authorized denominations in an equal aggregate principal
amount. Debt securities to be exchanged or transferred must be presented at the
office of the registrar or at the office of any transfer agent designated by us
for that purpose with respect to any series of debt securities. Debt securities
presented for exchange or registration of transfer must be duly endorsed by, or
be accompanied by a written instrument or instruments of transfer in a form
satisfactory to us and the trustee and duly executed by, the holder of these
debt securities or his attorney who has been duly authorized in writing. We may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any exchange or registration of
transfer. We will not assess a service charge.
We will appoint the trustee as registrar and paying agent under the
indenture. We may at any time designate additional transfer agents or paying
agents with respect to any series of debt securities or from time to time change
those designations or approve a change in their locations.
We are not required to exchange or register a transfer of (a) any debt
securities of any series for a period of 15 days preceding the first mailing of
notice of redemption for those series to be redeemed, or (b) any debt securities
selected, called or being called for redemption except for the portion of any
debt security to be redeemed in part, which is not redeemed.
The payment of principal of, and any premium and any interest on, debt
securities will be made at the office of the trustee for those debt securities
in the City of New York or at the office of a paying agent or paying agents that
we may designate from time to time. At our option, however, we may pay any
interest by check mailed to the address of the person entitled to it as that
address appears in the register for those debt securities. The payment of any
interest on debt securities will be made to the person in whose name that debt
security is registered at the close of business on any record date for that
interest, except in the case of defaulted interest.
Global Debt Securities
Unless otherwise specified in a prospectus supplement for a particular
series of debt securities, each series of debt securities will be issued in
whole or in part in global form that will be deposited with, or on behalf of, a
depositary identified in the prospectus supplement relating to that series (a
"global security"). Global securities will be registered with, or in the name
of, the depositary, which will be the sole direct holder of the global
securities. Any person wishing to own a debt security must do so indirectly
through an account with a broker, bank or other financial institution that, in
turn, has an account with the depositary.
Special Investor Considerations for Global Securities. Our obligations
-----------------------------------------------------
with respect to the debt securities, as well as the obligations of the trustee,
run only to persons who are registered holders of debt securities. For example,
once we make payment to the registered holder, we have no further responsibility
for that payment even if that recipient is legally required to pass the payment
along to an individual investor but fails to do so. As an indirect holder, your
rights relating to a global security will be governed by the account rules of
your financial institution and of the depositary, as well as general laws
relating to transfers of debt securities.
You should be aware that when debt securities are issued in the form of
global securities and for so long as the depositary, or its nominee, is the
registered owner or holder of such global securities:
8
<PAGE>
o such depositary or nominee will be considered the sole owner or
holder of the debt securities;
o you cannot have debt securities registered in your own name;
o you cannot receive physical certificates for your interest in the
debt securities;
o you will not be considered holders of debt securities under the
indenture;
o you must look to your bank or brokerage firm for payments on the
debt securities and protection of your legal rights relating to
the debt securities;
o you may not be able to sell interests in the debt securities to
some insurance companies or other institutions that are required
by law to hold the physical certificates of debt securities that
they own;
o the depositary's policies will govern payments, transfers,
exchanges and other matters relating to the investor's interest
in the global security. Neither we nor the trustee have any
responsibility for any aspect of the depositary's actions or for
its records of ownership interests in the global security, and
neither we nor the trustee supervise the depositary in any way;
and
o the depositary will usually require that interests in a global
security be purchased or sold within its system using same-day
funds.
Situations When the Global Security Will Be Terminated. If the
------------------------------------------------------
depositary for a series of debt securities is at any time unwilling, unable or
ineligible to continue as depositary, we shall appoint a successor depositary.
If we do not appoint a successor depositary within 90 days, we will issue
individual debt securities for such series in exchange for the global security
representing such series of debt securities. In addition, we may at any time and
in our sole discretion, subject to any limitations described in the prospectus
supplement relating to such debt securities, decide to terminate a global
security. (Section 2.18) In such an event, we will issue individual debt
securities of such series in exchange for the global security representing such
series of debt securities.
Certain Definitions
Certain terms defined in Section 1.01 of the indenture are summarized
below.
"Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as of the date of determination, the lesser of (i) the present value of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended) or (ii) the present value of the total
obligations of the lessee for rental payments from the date of determination
until the first possible termination date of the lease included in such
Sale/Leaseback Transaction, plus the present value of any termination payment
then due. For purposes of this definition, (x) the present value of the total
obligations of the lessee for rental payments and for any termination payment
shall be discounted at a rate of 100 basis points above the yield to maturity
(as of the date of determination) on 10-year United States Treasury securities
and (y) rental payments shall not include (A) amounts due for maintenance,
repairs, utilities, insurance, taxes, assessments and similar charges or (B)
contingent rent, such as that based on sales.
"Consolidated Net Tangible Assets" means total assets (net of
applicable reserves) as determined in accordance with generally accepted
accounting principles in the United States of America as in effect from time to
time, less (i) total current liabilities, except for (A) notes and loans
payable, (B) current maturities of Long-Term Debt and (C) current maturities of
obligations under capital leases, and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as reflected in our most recent consolidated balance sheet
preceding the date of a determination.
9
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"Debt" means any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.
"Long-Term Debt" means Debt that by its terms matures on a date more
than 12 months after the date it was created or Debt that the obligor may extend
or renew without the obligee's consent to a date more than 12 months after the
date the Debt was created.
"Principal Property" means any manufacturing plant or facility
(together with the land upon which it is erected and fixtures comprising a part
thereof) located in the United States of America (excluding territories and
possessions) now owned or hereafter acquired by us or any Restricted Subsidiary
the net book value of which, as of the date of determination, exceeds 1.5% of
Consolidated Net Tangible Assets, except any such plant or facility which is a
pollution control or other facility financed by obligations issued by a state or
local government unit and described in Sections 141(a), 142(a)5, 142(a)6,
142(a)10 or 144(a) of the Internal Revenue Code of 1986, as amended, or any
successor provision thereof, or which in the opinion of the board of directors
of our company is not of material importance to the total business conducted by
our company and its subsidiaries as a whole. The net book value of any
manufacturing plant or facility shall mean the gross cost of the assets of such
plant or facility less the accumulated depreciation with respect to such assets,
calculated in accordance with GAAP and in the case of composite depreciation
allocated in accordance with our accounting policies.
"Restricted Subsidiary" means (i) any Subsidiary which has
substantially all of its assets located in the United States of America
(excluding territories and possessions) and which owns a Principal Property and
(ii) any Subsidiary which owns stock or indebtedness of a Restricted Subsidiary;
provided, however, that the term "Restricted Subsidiary" shall not mean any
Subsidiary (x) engaged primarily in financing receivables, making loans,
extending credit or other activities of a character conducted by a finance
company or (y) which conducts substantially all of its business outside of the
United States of America (excluding its territories or possessions) or the
principal assets of which are stock or indebtedness of corporations which
conduct substantially all of their business outside the United States of America
(excluding territories and possessions).
"Sale/Leaseback Transaction" means an arrangement relating to property
now owned or hereafter acquired whereby our company or a Subsidiary transfers
such property to a person and our company or a Subsidiary leases it from such
person.
"Subsidiary" means any corporation, association, partnership or other
business entity of which more than 50% of the total voting power of shares of
capital stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers, or trustees thereof is at the time owned or controlled,
directly or indirectly, by (i) our company, (ii) our company and one or more
Subsidiaries or (iii) one or more Subsidiaries.
"U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the Unites States
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States is pledged and which are not callable
at the issuer's option.
Certain Covenants
Our principal covenants under the indenture relate to limitations on
liens, restrictions on stock dispositions and maintenance of corporate
existence. The following summarizes these covenants.
Limitation on Liens. The indenture provides that, so long as any debt
-------------------
securities issued under the indenture are outstanding, we shall not, and shall
not permit any of our Restricted Subsidiaries to, incur, issue, assume or
guarantee any Debt secured by a mortgage, pledge, security interest, conditional
sale or other title retention agreement or other similar lien ("Liens") on any
Principal Property of our company or of any Restricted Subsidiary, or on any
shares of stock of any Restricted Subsidiary, without effectively providing that
the debt securities, together with any other Debt of our company or such
10
<PAGE>
Restricted Subsidiary then existing or thereafter created which is not
subordinate to the debt securities, shall be secured equally and ratably with,
or prior to, such secured Debt so long as such secured Debt is so secured. This
restriction will not apply to Debt convertible into shares of capital stock of a
Restricted Subsidiary (to the extent that such Debt is secured by such capital
stock) or Debt secured by:
(a) Liens on property or shares of stock of a business existing as of
the date of the indenture;
(b) Liens securing only the debt securities;
(c) Liens on the property or stock of a person which are existing at
the time (A) such property becomes a Principal Property or (B)
such person becomes a Restricted Subsidiary, is merged into or
consolidated with our company or any Subsidiary, or another
Subsidiary merges into or consolidates with such person (in a
transaction in which such person becomes a Restricted Subsidiary)
and which Liens were not incurred in anticipation of such
transaction and were outstanding prior to such transaction;
(d) Liens in favor of our company or any Restricted Subsidiary;
(e) Liens in favor of any government body to secure progress, advance
or other payments under any contract or provision of any statute;
(f) Liens on property or stock existing at the time of acquisition
thereof (including acquisition through merger or consolidation);
(g) Liens on property or stock to secure the payment of all or any
part of the purchase price or construction cost of such property
or stock, or to secure any Debt incurred prior to, at the time of
or within 180 days after the acquisition of such property or
shares of stock, the completion of any such construction or the
commencement of full operation, for the purpose of financing all
or any part of the purchase price or construction cost of such
property or stock; provided that such Liens shall be limited to
all or a part of such property or stock (plus improvements on
property);
(h) any extension, renewal or replacement (or successive extensions,
renewals or replacements) of any Lien referred to in clauses (a)
through (g); provided that such extension, renewal or replacement
Lien shall be limited to all or a part of the same property or
stock that secured the Lien that was extended, renewed or
replaced (plus improvements on such property); and
(i) Liens securing Debt, the aggregate principal amount of which,
when added to (A) the aggregate amount of all Attributable Debt
of our company and its Restricted Subsidiaries in respect to
Sale/Leaseback Transactions existing at such time which would not
otherwise be permitted under the covenant described under
"Limitation on Sale/Leaseback Transactions" below but for the
second paragraph thereof and (B) the aggregate outstanding
principal amount of all other Debt of the Restricted Subsidiary
which Debt would not otherwise be permitted under this covenant
but for this clause (i), does not exceed 10% of Consolidated Net
Tangible Assets. (Section 4.03)
Limitation on Sale and Leaseback Transactions. Neither we nor any
---------------------------------------------
Restricted Subsidiary will enter into any Sale/Leaseback Transaction with
respect to any Principal Property unless:
(a) the lease has a term of three years or less;
(b) the lease is between our company and a Restricted Subsidiary or
between Restricted Subsidiaries;
11
<PAGE>
(c) our company or a Restricted Subsidiary under any of clauses (a)
through (h) under the heading "Limitation on Liens" could create
a Lien on the property to secure Debt at least equal to the
amount of Attributable Debt for the lease; or
(d) within 180 days of the effective date of the lease, our company
or a Restricted Subsidiary retires Long-Term Debt of our company
(other than debt that is subordinate to the debt securities) or a
Restricted Subsidiary at least equal in amount to the
Attributable Debt for the lease. (Section 4.04)
Notwithstanding the previous paragraph, our company or any Restricted
Subsidiary may enter into any Sale/Leaseback Transaction (which would otherwise
be subject to the foregoing restrictions) if the sum of the following amounts
does not exceed 10% of Consolidated Net Tangible Assets:
o the amount of the Attributable Debt of our company and its
Restricted Subsidiaries in respect of such Sale/Leaseback
Transaction;
o the aggregate outstanding principal amount of all Debt of our
company and its Restricted Subsidiaries which would not otherwise
be permitted under the covenant under "Limitation on Liens" but
for clause (i) of that section; and
o the aggregate amount of all other Attributable Debt in respect of
Sale/Leaseback Transactions existing at such time which would not
otherwise be permitted under this covenant but for this
paragraph.
Limitations on Consolidation, Merger, Sale or Conveyance. Under the
--------------------------------------------------------
indenture, so long as debt securities are outstanding, we will not consolidate
with or merge with or into any other person or convey, transfer or lease all or
substantially all of our assets with or to any person, unless:
o the successor or purchaser is a corporation organized and
existing under the laws of the United States of America, any
State of the United States of America or the District of Columbia
and expressly assumes through a supplemental indenture, delivered
to the trustee, in a form that satisfies the trustee, all of our
obligations under the indenture and the debt securities;
o immediately after giving effect to that transaction, no event of
default under the indenture, and no event which, after notice or
lapse of time or both, would become an event of default under the
indenture, has occurred and is continuing; and
o we deliver to the trustee an officers' certificate and an opinion
of counsel that each states that such consolidation, merger or
sale of assets and such supplemental indenture comply with the
indenture. (Section 5.01)
Events of Default
Any one of the following events will constitute an event of default
with regard to any series of debt securities under the indenture:
(a) default continued for 30 days in payment of any installment of
interest on any of the debt securities of that series when due
and payable;
(b) default in payment of all or any part of the principal on any of
the debt securities of that series when due and payable either at
maturity, upon any redemption, by declaration or otherwise;
(c) default in the payment of any sinking fund installment as and
when the same becomes due and payable by the terms of the debt
securities of that series;
12
<PAGE>
(d) default in the performance, or breach, of any of our covenants or
warranties in respect of the debt securities of that series and
continuance of that default or breach for a period of 60 days
after written notice as provided in the indenture;
(e) the voluntary or involuntary bankruptcy, insolvency, or
reorganization under any applicable law of our company or any
Restricted Subsidiary; or
(f) the occurrence of any other event of default provided with
respect to securities of such series. (Section 6.01)
However, a default under clause (d) will not constitute an event of
default with respect to debt securities under such a series until the trustee or
holders of at least 25% in principal amount of the outstanding debt securities
of such series notify us of the default and we do not cure such default within
the time specified after receipt of such notice. Any event of default with
respect to one series of debt securities is not necessarily an event of default
for another series.
If an event of default (other than specified in clause (e)) with
respect to debt securities of any series occurs and is continuing, the principal
amount of all outstanding debt securities of that particular series may be
declared due and payable immediately by either the trustee or the holders of at
least 25% in principal amount of all outstanding debt securities under the
indenture. (Section 6.02) If an event of default specified in clause (e) with
respect to debt securities of any series occurs and is continuing, the principal
amount on all debt securities of such series shall become immediately due and
payable without any declaration or other act on the part of the trustee or any
holder of debt securities of such series. (Section 6.02) If debt securities of
any series are original issue discount debt securities, then only the amount of
the principal of those debt securities then outstanding as may be specified in
the terms of that series and any accrued interest on that specified principal
amount may be accelerated.
The holders of a majority in the principal amount of debt securities
may waive all defaults and annul and rescind a declaration of maturity of some
or all of the debt securities if all payments other than the accelerated amounts
have been made and all events of default have been cured, waived or otherwise
remedied as provided in the indenture. Any such waiver, annulment and rescission
must occur before a judgment or decree for amounts due has been obtained or
entered. However, the consent of each security holder affected is required in
order to waive a default in the payment of the principal of or interest on any
debt securities or any covenant or provision of the indenture which specifically
requires the consent of the holder of each debt security affected.
The indenture requires us to file with the trustee annually a written
statement as to any defaults in the performance or fulfillment of any of our
covenants, agreements or conditions contained in the indenture. (Section 4.07)
The indenture provides that if the trustee considers it in the interests of the
holders of the debt securities of any series, the trustee may withhold notice to
the holders of debt securities of that series of any default other than a
default in the payment of principal of, or interest on, the debt securities of
that series. (Section 7.05)
Except for the trustee's duty during an event of default to act with
the required standard of care, the trustee is under no obligation to exercise
any of the trusts or powers vested in it by the indenture at the request, order
or direction of any of the holders of debt securities, unless those holders have
offered the trustee reasonable indemnity. (Section 7.01) Subject to these
provisions for indemnification, the holders of a majority in principal amount of
the debt securities of each series affected, voting as a separate class, may
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the
trustee with respect to the debt securities of that series. (Section 6.05)
No holder of debt securities of any series will have any right by
virtue of the indenture to institute any legal action or proceeding with respect
to the indenture, unless
o that holder has previously given to the trustee written notice of
a continuing default;
13
<PAGE>
o the holders of not less than 25% in principal amount of the debt
securities of that series then outstanding have made written
request on the trustee to institute such action or proceeding and
have offered to the trustee any reasonable indemnity that the
trustee may require relating to their request;
o the trustee fails to institute the requested proceeding within 60
days; and
o no direction inconsistent with such written request has been
given to the trustee by the holders of a majority in principal
amount of the debt securities of such series then outstanding.
(Section 6.06)
These limitations do not apply to a suit for enforcement of payment of
the principal of or interest on a debt security on or after the respective due
dates. (Section 6.07)
Defeasance and Covenant Defeasance
The indenture contains a provision that, if made applicable to any
series of debt securities, permits us to elect, subject to certain conditions,
to be discharged from our obligations with respect to the debt securities of
that series, subject to limited exceptions ("legal defeasance") and/or to be
released from our obligations with respect to any series of debt securities
under the covenants in the indenture ("covenant defeasance").
To make either of these elections, we must irrevocably deposit in
trust with the trustee money or U.S. Government Obligations or a combination of
the two sufficient, without reinvestment, in the opinion of a nationally
recognized firm of independent public accountants, to pay and discharge the
principal of and interest on the outstanding debt securities of that series on
the maturity of that principal or interest. We must also comply with certain
other conditions set forth in the indenture, including delivering to the trustee
a certificate stating that we have received from, or there has been published
by, the Internal Revenue Service a ruling confirming that the defeasance will
not cause the holders of the debt securities to recognize income gain or loss
for Federal income tax purposes, and that as a result of the defeasance, the
debt security holder will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred. (Sections 8.01, 8.02)
Modification and Waiver
The indenture provides that we and the trustee may modify or amend the
indenture with the consent of the holders of a majority in principal amount of
the debt securities at the time outstanding of all series affected by the
proposed additions or changes. However the consent of the holder of each debt
security is required, among other things, in order to:
o reduce the amount of debt securities of such series whose holders
must consent to an amendment or to a waiver of any default
hereunder and its consequences as provided herein;
o reduce the rate or extend the time for payment of interest on any
debt security of such series;
o reduce the principal of any debt security of such series or
extend the stated maturity of any debt security of such series;
o reduce the premium payable upon the redemption of any debt
security of such series or change the time at which any debt
security of such series may or shall be redeemed in accordance
with the indenture;
14
<PAGE>
o impair the right to institute suit for the enforcement of any
payment of principal of or any premium or interest on any debt
security of such series after the stated maturity thereof (or, in
the case of redemption, on or after the redemption date); or
o make any debt security of such series payable in money other than
that stated in such debt security. (Section 9.02)
In addition, without the consent of the holders of any of the debt
securities issued under the indenture, we and the trustee may modify the
indenture to, among other things, cure any ambiguity or to correct or supplement
any defective or inconsistent provision or to make other provisions in regard to
matters or questions arising under the indenture as we may deem necessary or
desirable and which do not adversely affect the interests of the holders of the
debt securities. (Section 9.01)
PLAN OF DISTRIBUTION
We may sell the debt securities to one or more underwriters for a
public offering by them. We may also sell debt securities to investors directly
or through agents or dealers. The prospectus supplement will include the names
of any underwriters, agents or dealers to be used in the distribution.
The debt securities may be offered and sold at a fixed price or
prices, which may be changed from time to time. They may also be offered and
sold from time to time at market prices prevailing at the time of sale, at
prices related to these prevailing market prices or at negotiated prices. We may
also, from time to time, authorize underwriters acting as our agents to offer
and sell the debt securities. A prospectus supplement will include the terms of
these arrangements. If debt securities are sold through an underwritten
offering, we will execute an underwriting agreement with an underwriter or
underwriters. The prospectus supplement will include the names of the specific
managing underwriter or underwriters and other underwriters, and the amount of
debt securities to be underwritten by those underwriters. The prospectus
supplement will also have the terms of the transaction, including commissions,
discounts and any other compensation of the underwriters and dealers. The
underwriters will use this prospectus and the prospectus supplement to sell the
debt securities. The underwriting agreement will provide that the obligations of
the underwriters are subject to specified conditions precedent.
In connection with the sale of debt securities, underwriters may be
considered to have received compensation from us in the form of underwriting
discounts or commissions. They may also receive commissions from purchasers of
debt securities for whom they may act as agent. Underwriters may sell securities
to or through dealers. These dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters, and they may also
receive commissions from the purchasers for whom they may act as agent.
The prospectus supplement will set forth any underwriting compensation
paid by us to underwriters or agents in connection with the offering of debt
securities, as well as any discounts, concessions or commissions allowed by
underwriters to participating dealers. Underwriters, dealers and agents
participating in the distribution of the securities may be deemed to be
underwriters under the Securities Act. Also any discounts and commissions
received by them and any profit realized by them on resale of the debt
securities may be deemed to be underwriting discounts and commissions under the
Securities Act. Underwriters, dealers and agents may be entitled under
agreements with us to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act, and to
reimbursement by us for various expenses.
If we use a dealer in the sale of the debt securities, we will sell
the debt securities to the dealer, as principal. The dealer may then resell
these debt securities to the public at varying prices to be determined by the
dealer at the time of resale. The prospectus supplement will name these dealers
and the terms of these arrangements.
15
<PAGE>
We may offer and sell the debt securities directly to institutional
investors or others. These parties may be deemed to be underwriters under the
Securities Act with respect to their resales. The prospectus supplement will
include the terms of these transactions.
The debt securities may or may not be listed on a national securities
exchange or a foreign securities exchange. The debt securities may not have an
established trading market. No assurances can be given that there will be a
market for any of the debt securities.
Agents, underwriters and dealers may be customers of, engage in
transactions with or perform services for, us and our subsidiaries in the
ordinary course of business.
LEGAL MATTERS
The legality of the securities will be passed upon for us by Edward F.
Jackman, Vice President, General Counsel and Secretary of our company, and for
the underwriters, dealers or agents, if any by Cravath, Swaine & Moore, New
York, New York. Mr. Jackman beneficially owns, or has right to acquire under
employee benefit plans, an aggregate of less than 1% of our common stock.
Cravath, Swaine & Moore has from time to time acted as counsel for our company,
and may do so in the future.
EXPERTS
The consolidated financial statements and the related financial
statement schedules of Cytec Industries Inc. and subsidiaries as of December 31,
1999 and 1998, and for each of the years in the three-year period ended December
31, 1999, have been incorporated by reference in this prospectus in reliance
upon the reports of KPMG LLP, independent certified public accountants,
incorporated by reference in this prospectus, and upon the authority of said
firm as experts in accounting and auditing.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the securities being registered, other
than underwriting discounts and commissions. All amounts shown are estimates
except for the Securities and Exchange Commission registration fee.
SEC Registration Fee.................................... $105,600
Trustee Fees and Expenses............................... 10,000
Printing, Engraving and Mailing Expenses................ 20,000
Accounting Fees and Expenses............................ 30,000
Legal Fees and Expenses................................. 5,000
Rating Agency Fees and Expenses......................... 250,000
Miscellaneous........................................... 29,400
------
Total................................................... $450,000
=======
Item 15. Indemnification of Officers and Directors.
The By-laws of our company provide that we shall indemnify, to the
extent permitted by Delaware law, our directors, officers and employees against
liabilities (including expenses, judgments and settlements) incurred by them in
connection with any actual or threatened action, suit or proceeding to which
they are or may become parties and which arises out of their status as
directors, officers or employees.
Sections 145(a) and 145(b) of the Delaware General Corporation Law
("DGCL") permit a corporation to indemnify any director, officer, employee or
agent of the corporation against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement or incurred by him in connection with any
proceeding arising out of his status as director, officer, employee or agent if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action, had no reasonable cause to believe his conduct was
unlawful. To the extent that such a person has been successful in defense of any
such action or claim, Section 145(c) provides that he shall be indemnified
against expenses incurred by him in connection therewith.
As permitted by Section 102(b)(7) of the DGCL, Article Ninth of our
Certificate of Incorporation limits the personal liability of our directors to
our company or its shareholders for monetary damages for breach of fiduciary
duty except for liability (i) for any breach of the director's duty of loyalty
to our company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
1.1 Form of Underwriting Agreement.*
4.1 Trust Indenture dated as of March 15, 1998, between the
registrant and The Chase Manhattan Bank, as Trustee.+
4.2 First Supplemental Indenture, dated as of May 11, 1998, between
the registrant and The Chase Manhattan Bank, as Trustee.+
4.3 Form of debt security (contained in Exhibit 4.1).+
5.1 Opinion of Edward F. Jackman, Esq.**
12.1 Computation of Ratio of Earnings to Fixed Charges**
17
<PAGE>
23.1 Consent of KPMG LLP **
23.2 Consent of Edward F. Jackman, Esq. (contained in Exhibit 5.1).**
24.1 Power of Attorney (included on signature page).**
25.1 Statement of Eligibility and Qualification on Form T-1 under
the Trust Indenture Act of 1939, as amended, of the trustee under
the Trust Indenture incorporated by reference as Exhibit 4.1 to
this registration statement.**
----------------
* To be filed by a report on Form 8-K pursuant to Item 601 of Regulation S-K.
** Filed herewith
+ Previously filed as an exhibit to Registration Statement No. 333-3808 and
incorporated by reference into this document
Item 17. Undertakings.
(a) 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 Securities Act of 1933;
(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. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating
18
<PAGE>
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in said 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 a 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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
(e) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of
the trustee under subsection (a) of Section 310 of the Trust
Indenture Act (the "Act") in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2)
of the Act.
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<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 West Paterson, New Jersey on December 15, 2000.
CYTEC INDUSTRIES INC.
By: /s/ D. Lilley
--------------------------------------
D. Lilley
President and Chief Executive Officer
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints D. Lilley, J. P. Cronin and E. F. Jackman,
severally, his true and lawful attorney, each with power to act without the
other and full power of substitution, to execute, deliver and file, for and on
his behalf, and in his name and in his capacity as director, a registration
statement on Form S-3 (or other appropriate form) for filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, and any
other documents in support thereof or supplemental or amendatory thereto, with
respect to the issuance of debentures, notes and other debt obligations in a
principal amount up to $400,000,000 (or the equivalent in a foreign denomination
currency), of Cytec Industries Inc., hereby granting to such attorneys and each
of them full power and authority to do and perform each and every act and thing
whatsoever as such attorney or attorneys may deem necessary or advisable to
carry out fully the intent of the foregoing as the undersigned might or could do
personally or in his capacity as director, hereby ratifying and confirming all
acts and things which such attorney or attorneys may do or cause to be done by
virtue of this power of attorney.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
by:
/s/ D. Lilley Chairman of the Board, Chief December 15, 2000
----------------------------- Executive Officer and
D. Lilley President
(principal executive officer)
by:
/s/ J. P. Cronin Executive Vice President and December 15, 2000
----------------------------- Chief Financial Officer
J. P. Cronin (principal financial and
accounting officer)
by: Director December 15, 2000
/s/ J. E. Akitt
-----------------------------
J. E. Akitt
by:
Director December 15, 2000
-----------------------------
F. W. Armstrong
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
by:
/s/ C. A. Davis Director December 15, 2000
------------------------------------
C. A. Davis
by:
/s/ D. D. Fry Director December 15, 2000
------------------------------------
D. D. Fry
by: Director December 15, 2000
/s/ L. L. Hoynes, Jr.
------------------------------------
L. L. Hoynes, Jr.
by: Director December 15, 2000
/s/ W. P. Powell
------------------------------------
W. P. Powell
by: Director December 15, 2000
/s/ J. R. Satrum
------------------------------------
J. R. Satrum
</TABLE>
21
<PAGE>
Exhibit Index
Exhibits
1.1 Form of Underwriting Agreement.*
4.1 Trust Indenture dated as of March 15, 1998, between the registrant and
The Chase Manhattan Bank, as Trustee.+
4.2 First Supplemental Indenture, dated as of May 11, 1998, between the
registrant and The Chase Manhattan Bank, as Trustee.+
4.3 Form of debt security (contained in Exhibit 4.1).+
5.1 Opinion of Edward F. Jackman, Esq.**
12.1 Computation of Ratio of Earnings to Fixed Charges.**
23.1 Consent of KPMG LLP.**
23.2 Consent of Edward F. Jackman, Esq. (contained in Exhibit 5.1).**
24.1 Power of Attorney (included on signature page).**
25.1 Statement of Eligibility and Qualification on Form T-1 under
the Trust Indenture Act of 1939, as amended, of the trustee
under the Trust Indenture incorporated by reference as Exhibit
4.1 to this registration statement.**
----------------
* To be filed by a report on Form 8-K pursuant to Item 601 of Regulation S-K.
** Filed herewith
+ Previously filed as an exhibit to Registration Statement No. 333-3808 and
incorporated by reference into this document
22
