<PAGE>
As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-51876
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 1
To
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)
<TABLE>
<S> <C>
Delaware 22-3268660
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
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)
---------------
Copy to:
John T. Gaffney, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475
---------------
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]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Unit(2) Offering Price(3) Fee(4)
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities........ $400,000,000 100% $400,000,000 $105,600
------------------------------------------------------------------------------------
</TABLE>
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(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.
(4) All of which has been previously paid.
---------------
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.
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<PAGE>
PROSPECTUS
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 22, 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........................................................ 14
Legal Matters............................................................... 15
Experts..................................................................... 15
</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.
. Our Annual Report on Form 10-K for the year ended December 31, 1999
. Our Proxy Statement on Schedule 14A that was filed on March 29, 2000
. 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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<PAGE>
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 otherwise 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 supplement, neither the indenture nor the debt
securities limit the amount of other secured or unsecured debt that we may
incur or issue.
6
<PAGE>
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:
. the title of the debt securities of the series;
. any limit upon the aggregate principal amount of the debt securities of
the series that may be authenticated and delivered under the indenture;
. the date or dates on which the principal and any premium of the debt
securities of the series is payable;
. 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;
. 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;
. 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;
. 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;
. 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;
. any trustee, authenticating or paying agents, transfer agents or
registrars or any other agents with respect to the debt securities of the
series;
. 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;
. 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.
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
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<PAGE>
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:
. such depositary or nominee will be considered the sole owner or holder of
the debt securities;
. you cannot have debt securities registered in your own name;
. you cannot receive physical certificates for your interest in the debt
securities;
. you will not be considered holders of debt securities under the
indenture;
. 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;
8
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. 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;
. 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
. 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.
"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
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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 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;
10
<PAGE>
(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;
(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:
. the amount of the Attributable Debt of our company and its Restricted
Subsidiaries in respect of such Sale/Leaseback Transaction;
. 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
11
<PAGE>
. 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:
. 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;
. 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
. 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;
(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
12
<PAGE>
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
. that holder has previously given to the trustee written notice of a
continuing default;
. 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;
. the trustee fails to institute the requested proceeding within 60 days;
and
. 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
13
<PAGE>
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:
. 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;
. reduce the rate or extend the time for payment of interest on any debt
security of such series;
. reduce the principal of any debt security of such series or extend the
stated maturity of any debt security of such series;
. 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;
. 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
. 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.
14
<PAGE>
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.
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.
15
<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.
<TABLE>
<S> <C>
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
========
</TABLE>
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
<TABLE>
<C> <S>
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.+
</TABLE>
16
<PAGE>
<TABLE>
<C> <S>
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.**
</TABLE>
--------
* To be filed by a report on Form 8-K pursuant to Item 601 of Regulation S-K.
**Filed on December 15, 2000
+ Previously filed as an exhibit to Registration Statement No. 333-3808 and
incorporated by reference into this document
# Filed herewith.
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 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.
17
<PAGE>
(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 Amendment No. 1 to this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in West Paterson, New Jersey on December 21, 2000.
Cytec Industries Inc.
By: _________________________________
J.P. Cronin
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1
to this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board, December 21, 2000
______________________________________ Chief Executive Officer
D. Lilley and President (principal
executive officer)
Executive Vice President December 21, 2000
______________________________________ and Chief Financial
J. P. Cronin Officer (principal
financial and accounting
officer)
Director December 21, 2000
______________________________________
J. E. Akitt
Director December 21, 2000
______________________________________
F. W. Armstrong
Director December 21, 2000
______________________________________
C. A. Davis
Director December 21, 2000
______________________________________
D. D. Fry
Director December 21, 2000
______________________________________
L. L. Hoynes, Jr.
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director December 21, 2000
______________________________________
W. P. Powell
Director December 21, 2000
______________________________________
J. R. Satrum
</TABLE>
<TABLE>
<S> <C> <C>
By: _______________________________________
Name: E.F. Jackman
(*Attorney-in-fact)
</TABLE>
20
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibits
--------
<C> <S>
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.**
</TABLE>
--------
* To be filed by a report on Form 8-K pursuant to Item 601 of Regulation S-K.
** Filed on December 15, 2000
+ Previously filed as an exhibit to Registration Statement No. 333-3808 and
incorporated by reference into this document
# Filed herewith.
21
