Form 8-K CYTEC INDUSTRIES INC/DE/ For: Nov 24

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November 24, 2015 5:19 PM EST

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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): November 24, 2015

Cytec Industries Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-12372

22-3268660

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Five Garret Mountain Plaza

Woodland Park, NJ 07424

(Address of principal executive offices, including 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 (see General Instruction A.2. below):

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 5.07. Submission of Matters to a Vote of Security Holders.

On November 24, 2015, Cytec Industries Inc., a Delaware corporation (the “Company”), held a special meeting of its stockholders. The Company filed its Definitive Proxy Statement for the special meeting with the Securities and Exchange Commission on October 23, 2015.

At the special meeting, the Company’s stockholders approved the adoption of the Agreement and Plan of Merger, dated as of July 28, 2015 (as it may be amended from time to time, the “Merger Agreement”), among the Company, Solvay SA, a public limited company organized under the laws of Belgium, and Tulip Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Solvay SA, by a majority of the outstanding shares of common stock. In addition, the non-binding, advisory vote to approve certain compensation arrangements for the Company’s named executive officers in connection with the merger contemplated by the Merger Agreement (the “Merger”) was not approved by the Company’s stockholders. The proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the meeting to approve the proposal to adopt the Merger Agreement or if a quorum was not present at the special meeting was unnecessary, as a quorum was present at the special meeting and sufficient votes were cast to approve the proposal to adopt the Merger Agreement, and, accordingly, the proposal to adjourn was not submitted for a vote.

As of the close of business on September 28, 2015, the record date for the special meeting, 71,547,119 shares of the Company’s common stock were issued and outstanding and entitled to vote at the special meeting. 60,216,201 shares of the Company’s common stock were represented in person or by proxy at the special meeting and, therefore, a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below.

1. Proposal to adopt the Merger Agreement.

Shares For

Shares

Against

Shares

Abstaining

Broker

Non-

Votes

59,760,295

418,446

37,460

—

2. Proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger.

Shares For

Shares
Against

Shares
Abstaining

Broker

Non-
Votes

22,073,881

37,860,244

282,076

—

Item 8.01. Other Events.

On November 24, 2015, the Company issued a press release announcing the results of the stockholder vote at the special meeting. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated November 24, 2015.

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.

By:		/s/ Roy Smith
Name:		Roy Smith
Title:		Vice President, General Counsel and Corporate Secretary

Dated: November 24, 2015


Exhibit Number		EXHIBIT INDEX

99.1		Press Release, dated November 24, 2015.

Exhibit 99.1

LOGO

PRESS RELEASE

Cytec Industries Inc.

Five Garret Mountain Plaza

Woodland Park, New Jersey 07424

www.cytec.com

Release Date: immediate

Cytec Shareholders Approve Merger with Solvay

November 24, 2015 – Woodland Park, NJ – Cytec Industries Inc. (CYT) announced today the voting results for its special meeting of common stockholders on the proposed merger with Solvay SA, a Brussels-based company. The proposal to approve the merger received support from 99.3% of the votes cast, with a total of 84.1% of outstanding shares voted.

As previously disclosed, the closing of the merger is subject to satisfaction or waiver of certain closing conditions, including receipt of approvals (or expiration of applicable waiting periods) under the HSR Act as well as foreign antitrust or competition laws in Brazil, the European Union, Israel, Japan, Mexico, South Korea, Turkey and Ukraine, the conclusion of the review by the Committee on Foreign Investment in the United States (CFIUS), receipt of written acceptance from the Department of Defense Security Service (DSS) of the parties’ commitment to enter into an arrangement to mitigate foreign ownership, control or influence (FOCI) and the requirement that the Directorate of Defense Trade Controls not have sent written notice objecting to the merger pursuant to the International Traffic in Arms Regulations (ITAR), among others. As previously disclosed, the waiting period under the HSR Act expired on September 24, 2015, and as of the date of this release, all applicable filings with respect to foreign antitrust or competition laws have been completed by Cytec and Solvay and the related conditions to closing in Israel, Mexico, South Korea, Turkey and Ukraine have been satisfied. In addition, the Company and Solvay are working with DSS on a detailed FOCI mitigation arrangement and the notice period applicable to the merger pursuant to ITAR expired on November 23, 2015.

Assuming timely satisfaction or waiver of the remaining closing conditions, we currently expect the closing of the Merger to occur in December 2015.

Corporate Profile

Cytec’s vision is to deliver specialty material and chemical technologies beyond our customers’ imagination. Our focus on innovation, advanced technology and application expertise enables us to develop, manufacture and sell products that change the way our customers do business. Our pioneering products perform specific and important functions for our customers, enabling them to offer innovative solutions to the industries that they serve. Our products serve a diverse range of end markets including aerospace and industrial materials, mining and plastics.