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) July 16, 2006
Cytec Industries Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12372 22-3268660
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Five Garret Mountain Plaza
West Paterson, NJ 07424
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 357-3100
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(Former name or former address, if changed since last report)
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))
Item 1.01 Entry into a Material Definitive Agreement
On July 16, 2006, Cytec Industries Inc. and certain of its
subsidiaries ("Cytec"), and Kemira Oyj ("Kemira") entered into an Asset Purchase
Agreement (the "Purchase Agreement") pursuant to which Kemira has agreed to
acquire Cytec's water treatment chemicals and acrylamide product lines (the
"Product Lines").
Pursuant to the Purchase Agreement, Kemira agreed to pay $240,000,000 to
Cytec for the acquisition of substantially all of the assets of the Product
Lines and the acquisition of all of the outstanding shares of a Netherlands
subsidary of Cytec. The closing of the transaction will be completed in two
phases. The first phase includes the sale of the Product Lines excluding Cytec's
Botlek manufacturing site in the Netherlands. The second phase includes the sale
of the Botlek site. Kemira will also assume certain liabilities that are
primarily related to the Product Lines. The flow of funds will be such that at
the closing of the first phase, Kemira will pay Cytec $220,000,000 and at the
second closing, Kemira will pay Cytec the balance. The purchase price will be
subject to an adjustment for changes in the net working capital of the Product
Lines.
As part of the transaction, the parties will enter into long term supply
agreements pursuant to which Cytec will supply acrylonitrile to Kemira and
Kemira will supply acrylamide to Cytec. Pursuant to various manufacturing
agreements, Cytec will manufacture certain water treatment products for Kemira
and Kemira will manufacture certain mining chemicals and various other products
for Cytec.
The transactions contemplated by the Purchase Agreement are subject to
customary closing conditions, including that the waiting periods under antitrust
laws in the United States, Germany and Norway shall have expired or been
terminated, and that there shall not have been a material adverse effect or
change in the Product Lines, and in the case of the second phase closing, are
also subject to receipt of advice from the local works council.
A press release, dated July 17, 2006, announcing the execution of the
Purchase Agreement, is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99.1 Press Release, dated July 17, 2006.
SIGNATURES
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.
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(Registrant)
Date: July 19, 2006 By: /s/ Roy Smith
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Roy Smith
Vice President - General Counsel and
Secretary
Exhibit Index
Exhibit Number Description
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Exhibit 99.1 Press Release, dated July 17, 2006.