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) May 26, 2007
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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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 26, 2007, Mr. James P. Cronin and the Company entered into a retirement
agreement pursuant to which Mr. Cronin resigned on that date as Executive Vice
President and Chief Financial Officer of the Company and agreed to retire
effective June 30. 2007. A copy of our May 29, 2007 press release announcing Mr.
Cronin's resignation is furnished as Exhibit 99.1 hereto. Under the retirement
agreement, Mr. Cronin will receive the benefits he is entitled to under the
terms of the Company's Executive Income Continuity Plan applicable to a member
of that plan whose employment is terminated without "Cause," as defined in that
plan. The Company has agreed to elect Mr. Cronin as a full member of the
Company's Executive Supplemental Retirement Plan and to determine that his
separation is not adverse to the best interests of the Company. A copy of the
retirement agreement is filed as Exhibit 10.2(r) hereto.
On May 29, 2007, a special committee of the Company's Board of Directors elected
Mr. David M. Drillock as Vice President and Chief Financial Officer effective
that date. Mr. Drillock, age 50, has been the Company's Vice President,
Controller and Investor Relations for more than the past five years. A copy of
our May 29, 2007 press release announcing Mr. Drillock's election is furnished
as Exhibit 99.2 hereto In connection with his election as Chief Financial
Officer, Mr. Drillock's annual rate of base salary was increased to $350,000 and
his annual incentive target percentage was increased to 55% of his base pay to
be determined on a pro rata basis for the year. He was also awarded 10,000 stock
appreciation rights and an additional performance cash award of $55,000. The
actual performance cash award paid can range from 0 to 200% of the target and
will depend on the Company's adjusted earnings per share and return on invested
capital in 2009.
Item 9.01 Financial Statements and Exhibits
The following exhibits have been filed, in the case of Exhibit 10.2(r), or
furnished, in the case of Exhibits 99.1 and 99.2 with this report.
10.2(r) Retirement Agreement, dated May 26, 2007, between James P.Cronin and
the Registrant.
99.1 Press Release dated May 29, 2007
99.2 Press Release dated May 29, 2007
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: May 29, 2007 /s/ Roy Smith
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Roy Smith
Vice President
Exhibit Index
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Exhibit Number Description
10.2(r) Retirement Agreement, dated May 26, 2007, between
James P. Cronin and the Registrant
99.1 Press Release, dated May 29, 2007
99.2 Press Release, dated May 29, 2007