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): June 13, 2005
Commission file number 1-12372
CYTEC INDUSTRIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3268660
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No).
Five Garret Mountain Plaza
West Paterson, New Jersey 07424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 357-3100
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 (17 CFR
240.13e-4(c))
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Item 8.01 Other Events
(dollars in millions except per share data)
Cytec Industries Inc. (the "Company" or "Cytec") is filing this Current Report
on Form 8-K ("Form 8-K") to retroactively restate certain information that was
previously reported in its Annual Report on Form 10-K for the year ended
December 31, 2004 ("Form 10-K") resulting from the application of a change in
accounting principle from the Last-In, First-Out ("LIFO") method of inventory
valuation to the First-In, First-Out ("FIFO") method effective January 1, 2005
and to reflect the realignment of our organizational and reporting structure
which is further described below.
Under United States Securities and Exchange Commission ("SEC") requirements,
previously issued financial statements that are incorporated by reference in
subsequent Securities Act of 1933, as amended ("1933 Act"), filings are required
to be restated to reflect the change in accounting principle described above.
Additionally, concurrent with the acquisition of the Surface Specialties
business ("Surface Specialties") of UCB S.A. on February 28, 2005, the Company
realigned its organizational and reporting structure. Accordingly, segment
information included in our consolidated financial statements and in other
information reported on Exhibit 99.1 to this Form 8-K has been presented
utilizing the realigned organizational and reporting structure. As a result of
the aforementioned change in accounting principle, the Company is also filing on
Exhibit 99.2, for all years presented, an amended "Computation of Ratio of
Earnings to Fixed Charges" which was originally filed on Exhibit 12 to the Form
10-K.
The Company has applied the change to FIFO retroactively by restating its
consolidated financial statements in accordance with Accounting Principles Board
Opinion No. 20, "Accounting Changes," and previously reported amounts have been
restated for all periods presented. The change from LIFO to FIFO had the
following effects:
2004 2003 2002
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Net earnings available to common stockholders $ 4.9 $ 1.8 $ (0.6)
Basic earnings per common share $ 0.12 $ 0.04 $ (0.02)
Diluted earnings per common share $ 0.12 $ 0.04 $ (0.02)
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Additionally, inventories at December 31, 2004 were increased by $41.7, retained
earnings were increased by $25.4 and deferred income tax assets were decreased
by $16.3.
Other than to reflect the change from LIFO to FIFO and the Company's realigned
organizational and reporting structure, and to file an amended Computation of
Ratio of Earnings to Fixed Charges for the three years ended December 31, 2004,
2003 and 2002, this Form 8-K does not update any other information that was
previously reported on Form 10-K, including any forward-looking statements which
were made when the 10-K was filed on February 25, 2005 including those made in
connection with the then pending acquisition of Surface Specialties.
Exhibit 99.1 to this Form 8-K replaces Item 1 "Business" and Item 2 "Properties"
of Part I of Form 10-K and Item 6 "Selected Financial Data," Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and Item 8 "Financial Statements and Supplementary Data," of Part
II of Form 10-K. The consolidated financial statements in Item 8, conformed for
the changes discussed above, will become the Company's historical consolidated
financial statements.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Items 1 and 2 of Part I and Items 6, 7 and 8 of Part II of the Company's
Annual Report on Form 10-K, as revised, for the year ended December 31,
2004
99.2 Computation of Ratio of Earnings to Fixed Charges
99.3 Consent of KPMG LLP, Independent Registered Public Accounting Firm
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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: June 13, 2005 By: /s/ James P. Cronin
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Name: James P. Cronin
Title: Executive Vice President and
Chief Financial Officer
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Exhibits
99.1 Items 1 and 2 of Part I and Items 6, 7 and 8 of Part II of the Company's
Annual Report on Form 10-K, as revised, for the year ended December 31,
2004
99.2 Computation of Ratio of Earnings to Fixed Charges
99.3 Consent of KPMG LLP, Independent Registered Public Accounting Firm
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