UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 4, 2005
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Cytec Employees' Savings and Profit Sharing Plan
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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))
INFORMATION TO BE INCLUDED IN THE REPORT
This Form 8-K/A amends in its entirety the Form 8-K filed by the Cytec
Employees' Savings and Profit Sharing Plan (the "Plan") on April 22, 2005.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Previous independent registered public accounting firm
On April 21, 2005, the Audit Committee of the Board of Directors of Cytec
Industries Inc. (the "Company") elected to retain a new independent registered
public accounting firm for the audit of the financial statements of the Plan as
of and for the year ended December 31, 2004. After the Company announced that it
would solicit bids for the Plan's audit work, Grant Thornton LLP ("Grant
Thornton"), the previous auditor for the Plan, advised the Company that it
preferred not to participate in the Company's competitive bidding process and
therefore, on April 21, 2005, the Company, on behalf of the Plan, dismissed
Grant Thornton as the independent registered public accounting firm for the
audit of the financial statements of the Plan. The reports prepared, by Grant
Thornton, on the Plan's financial statements for the years ended December 31,
2003 and 2002 did not contain any adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principle. During the years ended December 31, 2003 and 2002 and through April
21, 2005, there have been no disagreements with Grant Thornton on any matter of
accounting principles or practices, financial statement disclosure, or
accounting scope or procedure, which disagreements if not resolved to the
satisfaction of Grant Thornton would have caused them to make reference thereto
in their reports on the financial statements of the Plan for such years. During
the years ended December 31, 2003 and 2002 and through April 21, 2005, there
have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation
S-K).
The Company, on behalf of the Plan, had requested that Grant Thornton
furnish it with a letter addressed to the United States Securities and Exchange
Commission (the "Commission") stating whether or not it agrees with the above
statements. A copy of Grant Thornton's letter, dated May 4, 2005, is attached to
this Report on Form 8-K as Exhibit 16.1.
(b) New independent registered public accounting firm
On April 21, 2005, the Company, on behalf of the Plan, engaged Amper,
Politziner & Mattia ("Amper Politziner") as its independent registered public
accounting firm to audit the Plan's financial statements. During the years ended
December 31, 2003 and 2002 and through April 21, 2005, neither the Company nor
the Plan consulted with Amper Politziner regarding any of the matters or events
set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit 16.1 Letter from Grant Thornton LLP, dated
May 4, 2005 and addressed to the
Commission, regarding the change in the
Plan's certifying accountant.
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 Employees' Savings
and Profit Sharing Plan
(Registrant)
Date: May 4, 2005 /s/ Joseph E. Marosits
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Joseph E. Marosits
Plan Administrator
Exhibit Index
Exhibit Number Description
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16.1 Letter from Grant Thornton LLP dated
May 4, 2005 and addressed to the Commission,
regarding the change in the Plan's
certifying accountant.