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): September 30, 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
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(State or other (I.R.S. Employer
jurisdiction 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 3.03(b) Material Modification to Rights of Security Holders
On September 30, 2004, Cytec redeemed 4,000 shares of its Series C
preferred stock, constituting all of the issued and outstanding shares of its
Series C Cumulative Preferred Stock (the "Series C"), from MDP Holdings, Inc., a
wholly-owned subsidiary of Wyeth Holdings Corporation (formerly known as
American Cyanamid Company) ("Wyeth"), for $10 million. A copy of the press
release announcing the redemption is attached hereto as Exhibit 99.1 and is
incorporated by reference into this Item 3.03(b).
Cytec originally issued the Series C in 1993 in conjunction with Cytec's
spin-off from American Cyanamid Company. As a result of the redemption, Wyeth's
rights to receive cash dividends at an annual rate of $1.83 per share and to
elect one director to Cytec's Board of Directors, among other rights, together
with certain restrictive covenants contained in the Certificate of Designations
for the Series C, including restrictions on the payment of dividends on Cytec
common stock, restrictions on undertaking certain extraordinary corporate
transactions and restrictions on incurring indebtedness in excess of certain
amounts, in each case without Wyeth's prior consent, have been eliminated.
Item 5.02(b) Departure of Directors or Principle Officers
In accordance with the terms of the Series C, upon the redemption of the
Series C by Cytec as described under Item 3.03(b) herein, the term of the
director elected by Wyeth pursuant to the terms of the Series C, Louis L.
Hoynes, Jr., terminated immediately on September 30, 2004.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit
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99.1 Press Release issued by Cytec Industries Inc. on October 1, 2004
announcing its redemption of its Series C stock.
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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
99.1 Press Release issued by Cytec Industries Inc. on October 1, 2004
announcing its redemption of its Series C stock.
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