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As filed with the Securities and Exchange Commission on January 3, 2001
Registration No. 333-51876
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE 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)
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<S> <C>
Delaware 22-3268660
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
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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)
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Edward F. Jackman, Esq.
Vice President, General Counsel and Secretary
Cytec Industries Inc.
Five Garret Mountain Plaza
West Paterson, NJ 07424
(973) 357-3100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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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 this Form is a post-effective amendment filed pursuant to Rule 462(d),
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[X] File No. 333-51876.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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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.
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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
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Total............................................................ $450,000
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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
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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.+
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2
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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.**
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* 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; and
(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.
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(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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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 Post Effective
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
January 2, 2001.
Cytec Industries Inc.
/s/ J.P. Cronin
By: _________________________________
J.P. Cronin
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, Post Effective
Amendment No. 1 to this registration statement has been signed by the following
persons in the capacities and on the dates indicated:
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Signature Title Date
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<S> <C> <C>
/s/ D. Lilley Chairman of the Board, January 2, 2001
______________________________________ Chief Executive Officer
D. Lilley and President (principal
executive officer)
/s/ J.P. Cronin Executive Vice President January 2, 2001
______________________________________ and Chief Financial
J. P. Cronin Officer (principal
financial and accounting
officer)
* Director January 2, 2001
______________________________________
J. E. Akitt
Director January 2, 2001
______________________________________
F. W. Armstrong
* Director January 2, 2001
______________________________________
C. A. Davis
* Director January 2, 2001
______________________________________
D. D. Fry
* Director January 2, 2001
______________________________________
L. L. Hoynes, Jr.
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Signature Title Date
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<S> <C> <C>
* Director January 2, 2001
______________________________________
W. P. Powell
* Director January 2, 2001
______________________________________
J. R. Satrum
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<S> <C> <C>
/s/ J.P. Cronin
*By: ______________________________________
Name: J.P. Cronin
(Attorney-in-fact)
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Exhibit Index
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<CAPTION>
Exhibits
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<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.**
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* 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.
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