September 6, 2005
Ms. Pamela A. Long
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
Re: Cytec Industries, Inc. (the "Company")
(Form S-3, Fi1e No. 333-127507 & Form 10-Q, File No. 1-12372)
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Dear Ms. Long:
Enclosed herewith is Company's responses to the Staff's comment letter (the
"Comment Letter") dated August 26, 2005 concerning the Company's Registration
Statement on Form S-3 (the "Registration Statement") and the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2005 (the "Form 10-Q").
To facilitate the Staff's review, we have included in this letter the captions
and numbered comments in bold text and have provided the Company's responses
immediately following each numbered comment. The following are the Company's
responses to the Comment Letter:
Registration Statement on Form S-3
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1. With respect to the debt securities and preferred stock, be advised
that the convertible securities may not be issued for "other
securities" that have not been registered under this registration
statement unless the convertible securities exercisable for such other
securities are not legally exercisable immediately or within one year
of the date of sale of the convertible securities. All of the
underlying classes of securities to which the convertible securities
relate must be identified in the registration statement, including the
fee table.
The Company acknowledges and agrees that any convertible securities that
may be issued under the Registration Statement will not be issued for
"other securities" that have not been registered under the Registration
Statement unless they are not legally exercisable for at least a year from
the date of sale of the convertible securities.
Plan of Distribution, page 23
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2. Rule 415(a)(4) requires that in an "at the market" equity offering by
the registrant, the underwriter must be named in a prospectus that is
"part of the registration statement." If the registration statement
becomes effective without naming the underwriter, please confirm
supplementally that a post-effective amendment will be filed for this
purpose. Please also confirm that any take downs of voting stock from
the shelf will comply with the aggregate market value limit imposed by
Rule 415(a)(4).
Pamela A. Long September 6, 2005
United States Securities and Exchange Commission Page 2 of 3
The Company agrees that (i) it will not undertake an "at the market
offering" unless the underwriter is named by post-effective amendment to
the Registration Statement and (ii) any take downs of voting stock from the
Registration Statement will comply with the aggregate market value limit
imposed by Rule 415(a)(4).
Legality Opinion
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3. You are reminded that an unqualified legality opinion is required with
every takedown of securities registered under this registration
statement. You may file the clean opinions pursuant to Rule 462(d) or
on Form 8-K.
The Company will provide a clean legal opinion regarding the validity
of the securities issued under the Registration Statement by filing a
Form 8-K.
Quarterly Report on Form 10-Q for period ending June 30, 2005
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Item 4. Controls and Procedures, page 30
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4. We note your statement that your chief executive officer and your chief
financial officer "have concluded that the Company's current disclosure
controls and procedures are reasonably effective." It does not appear
that your certifying officers have reached a conclusion that your
disclosure controls and procedures are effective. Please revise to
address your officers' conclusions regarding the effectiveness of your
disclosure controls and procedures.
At the time of the filing of the Form 10-Q, the certifying officers had
concluded that the Company's disclosure controls and procedures were effective
as of June 30, 2005. The Company will reflect this comment in all future filings
with the Securities and Exchange Commission.
Pamela A. Long September 6, 2005
United States Securities and Exchange Commission Page 3 of 3
If you have any questions or comments regarding the enclosed materials, please
feel free to call me at (973) 357-3131 or Robert W. Downes of Sullivan &
Cromwell LLP at (212) 558-4312.
Very truly yours,
/s/ James M. Young
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James M. Young
Corporate Counsel
cc: Craig Slivka (Securities and Exchange Commission)
Chris Edwards (Securities and Exchange Commission)
Roy Smith, Esq. (Cytec Industries, Inc.)
Robert W. Downes