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): 04/18/2013
Cytec Industries Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-12372
| Delaware | 22-3268660 | |
| (State or other jurisdiction of incorporation) |
(IRS 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)
(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 8.01. | Other Events |
We regularly review our segment reporting and classifications and periodically change our reportable segments to align with organizational changes. As a result of the organizational changes implemented in the first quarter of 2013, we have changed our reportable business segments as described below:
| • | The Aerospace Materials segment includes the Advanced Composites, Carbon Fiber, Structural Film Adhesives, and the Aerospace product lines from Umeco. All product lines were previously included in the Engineered Materials segment with the exception of the Aerospace product line which was previously included in the Umeco segment. |
| • | The Industrial Materials segment includes the High Performance Industrial Products, Process Materials, Structural Industrial, and the Distribution Industrial product lines. All product lines were previously included in the Umeco segment with the exception of High Performance Industrial Products, which was previously included in the Engineered Materials segment. |
| • | The In Process Separation segment is unchanged, and includes the Mining Chemicals and Phosphine’s product lines. |
| • | The Additive Technologies segment is unchanged, and includes the Polymer Additives, Specialty Additives, and the Formulated Resins product lines. |
Pursuant to guidance provided in Financial Accounting Standards Board ASC 280, “Segment Reporting,” and by the Securities and Exchange Commission, we have recast in Exhibit 99.1 filed with this Current Report on Form 8-K the following items that were contained in our Annual Report on Form 10-K for the year ended December 31, 2012 (“Annual Report”), to reflect this change in reportable segments for all periods presented: Item 1 “Business,” Item 1A “Risk Factors,” Item 2 “Properties,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” and Item 8 “Financial Statements and Supplementary Data.” There is no change to our previously reported Consolidated Statements of Income, Consolidated Balance Sheets, Consolidated Statements of Cash Flows, or Consolidated Statements of Stockholder’s Equity for the periods reported therein.
On April 18, 2013, we issued a press release to provide investors with respectively revised segment results for the years ended December 31, 2012 and 2011, and quarterly results for each quarter in 2012 and 2011. A copy of our press release is furnished as Exhibit 99.2 hereto.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| EX-23.1 | Consent of Independent Registered Public Accounting Firm for Annual Report | |
| EX-99.1 | Updates to Annual Report on Form 10-K | |
| Part I, Item 1. Business | ||
| Part I, Item 1A Risk Factors | ||
| Part I, Item 2. Properties | ||
| Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
| Part II, item 7A. Quantitative and Qualitative Disclosures About Market Risk | ||
| Part II, Item 8. Financial Statements and Supplementary Data | ||
| EX-99.2 | Press Release, dated April 18, 2013 | |
| EX-101.INS | XBRL Instance Document | |
| EX-101.SCH | XBRL Taxonomy Extension Schema Document | |
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| EX-101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
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. | ||||||
| Date: April 18, 2013 | By: | /s/ David M. Drillock | ||||
| David M. Drillock | ||||||
| Vice President & Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm for Annual Report | |
| 99.1 | Updates to Annual Report on Form 10-K | |
| Part I, Item 1. Business | ||
| Part I, Item 1A Risk Factors | ||
| Part I, Item 2. Properties | ||
| Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
| Part II, item 7A. Quantitative and Qualitative Disclosures About Market Risk | ||
| Part II, Item 8. Financial Statements and Supplementary Data | ||
| 99.2 | Press Release Dated April 18, 2013 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |