UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 1, 2004
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CYTEC INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
1-12372
(Commission File Number)
DELAWARE 22-3268660
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Five Garret Mountain Plaza
West Paterson, New Jersey 07424
(Address of principal executive offices and zip code)
(973) 357-3100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into Material Definitive Agreement
On October 1, 2004, Cytec Industries Inc. ("Cytec") and UCB S.A. ("UCB")
entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement")
pursuant to which Cytec agreed to acquire the specialty chemicals business of
UCB (the "Business"). A copy of the Purchase Agreement is attached hereto as
Exhibit 99.1 and is incorporated by reference into this Item 1.01. The following
summary of the Purchase Agreement does not purport to be complete and is subject
to and qualified in its entirety by reference to the actual text of such
agreement.
Pursuant to the Purchase Agreement, Cytec agreed to pay to UCB EUR 1.275
billion in cash and 5,772,857 shares of Cytec common stock, par value $.01 per
share (the "Purchase Price Shares"), constituting approximately 12% of Cytec
common stock outstanding after giving effect to such issuance and having a value
of approximately EUR 225 million, in consideration for acquiring shares of UCB's
subsidiaries Surface Specialties S.A. and Surface Specialties Holding GmbH and
for acquiring certain assets primarily related to the Business. Cytec will also
assume certain liabilities that are primarily related to the Business. The cash
portion of the purchase price will be subject to various adjustments at and
after the closing, including adjustments for (i) changes in the net working
capital of the Business, (ii) certain amounts of cash and indebtedness of the
Business, (iii) certain pension deficits of the Business and (iv) certain other
items.
The transactions contemplated by the Purchase Agreement are subject to the
following closing conditions: (1) the receipt of certain antitrust approvals and
other governmental approvals, including approvals in the United States and the
European Union, (2) the absence of any order by any government entity
prohibiting the transactions, (3) the material accuracy of the representations
and warranties set forth in the Purchase Agreement, (4) the absence of any
material breach of the covenants set forth in the Purchase Agreement, (5) the
completion of certain audited financial statements with respect to the Business,
and (6) the receipt by Cytec of financing for the transaction.
Cytec and UCB agreed that at the closing, they will enter into a
stockholder's agreement (the "Stockholder's Agreement") pursuant to which UCB
will be subject to a number of restrictions in respect of its stock ownership,
including (but not limited to): (1) a 5-year standstill prohibiting UCB from
purchasing additional shares of Cytec common stock, affecting the business and
affairs of Cytec or causing, advocating or participating in a change of control
of Cytec; (2) an obligation to vote in accordance with the Cytec Board of
Directors' recommendations on certain matters; (3) a 2-year restriction on
transfers of the Cytec common stock delivered to UCB in the transaction, with an
exception permitting UCB to enter into certain hedging transactions immediately
after the closing with respect to up to 962,143 Purchase Price Shares; and (4) a
commitment that UCB will sell a sufficient number of shares of Cytec common
stock so that it will hold less than 5% of Cytec's outstanding shares by the
fifth anniversary of the closing (which commitment will be facilitated by
customary registration rights in respect of the Purchase Price Shares).
Cytec agreed to pay UCB a termination fee if the Purchase Agreement is
terminated prior to the closing of the transactions contemplated thereby because
(1) Cytec fails to obtain the financing it needs in connection with the cash
portion of the purchase price unless the Business has experienced a material
adverse effect or Cytec has experienced a material adverse effect resulting from
certain types of extraordinary occurrences, or (2) Cytec experiences a change in
control.
A press release, dated October 1, 2004, announcing the execution of the
Purchase Agreement, is attached as Exhibit 99.2 hereto.
Item 3.02 Unregistered Sales of Equity Securities
As described under Item 1.01 hereof, in connection with the transactions
contemplated by the Purchase Agreement, UCB will acquire the Purchase Price
Shares as of the closing of the transactions contemplated by the Purchase
Agreement. As of October 1, 2004, the Purchase Price Shares were valued at
approximately EUR 225 million.
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Cytec will transfer the Purchase Price Shares to UCB without registration
in accordance with Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), relating to transactions by an issuer not involving any
public offering. In determining that the Section 4(2) exemption will be
applicable to the transfer of the Purchase Price Shares pursuant to the Purchase
Agreement, Cytec relied on, among other things, UCB's representation contained
in the Purchase Agreement that UCB is acquiring the Purchase Price Shares for
investment and not with a view toward any distribution thereof, or with any
present intention of distributing the Purchase Price Shares other than as
provided in the Stockholder's Agreement.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Stock and Asset Purchase Agreement, dated as of October 1, 2004,
99.1 between UCB S.A. and Cytec Industries Inc.
Exhibit Press Release issued by Cytec Industries Inc. on October 1, 2004
99.2 announcing its acquisition of the Surface Specialties Business of
the UCB Group.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CYTEC INDUSTRIES INC.
Date: October 6, 2004 By: /s/ Roy Smith
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Name: Roy Smith
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit Stock and Asset Purchase Agreement, dated as of October 1, 2004,
99.1 between UCB S.A. and Cytec Industries Inc.
Exhibit Press Release issued by Cytec Industries Inc. on October 1, 2004
99.2 announcing its acquisition of the Surface Specialties Business of
the UCB Group.
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