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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-106619

PROSPECTUS

$165,000,000

Offer to Exchange

All Outstanding 11 ¹/4% Senior Secured Notes Due 2010

For 11 ¹/4% Senior Secured Notes Due 2010

of

OMNOVA Solutions Inc.

This Exchange Offer Will Expire at 5:00 P.M.

New York City Time, on December 23, 2003

The Exchange Notes

Material Terms of the Exchange Offer

Please consider carefully the “Risk Factors” beginning on page 13 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 24, 2003.

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REFERENCES TO ADDITIONAL INFORMATION

This prospectus incorporates important business and financial information about OMNOVA Solutions that is not included in or delivered with this prospectus. You may obtain documents that are filed by OMNOVA Solutions with the Securities and Exchange Commission and incorporated by reference in this prospectus without charge by requesting the documents, in writing or by telephone, from the Securities and Exchange Commission or:

OMNOVA Solutions Inc.

175 Ghent Road

Fairlawn, Ohio 44333-3300

Attention: Michael E. Hicks

Telephone: (330) 869-4411

If you would like to request copies of these documents, please do so by December 16, 2003 in order to receive them before the expiration of the exchange offer. See “Where You Can Find More Information.”

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SUMMARY

The following summary contains information about OMNOVA Solutions and this exchange offer. It does not contain all of the information that may be important to you in making a decision to exchange any outstanding notes. For a more complete understanding of OMNOVA Solutions and this exchange offer, we urge you to read carefully this entire prospectus and the documents incorporated by reference, including the “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” sections and our financial statements and the notes to those statements. Unless the context otherwise indicates, the terms “OMNOVA Solutions,” “OMNOVA,” “we,” “our” and “us,” as used in this prospectus, refer to OMNOVA Solutions Inc. and its consolidated subsidiaries. Our fiscal year ends November 30, and when we refer to any of our fiscal years, we are referring to the twelve-month period ending November 30 of such year. All other references to years refer to calendar years. Unless otherwise stated, when we refer to Adjusted EBITDA, we are referring to the definition of Adjusted EBITDA contained in footnote (5) in “—Summary Historical Financial Data.” For more information regarding segment data, see note R to our consolidated financial statements and note K to our unaudited interim condensed consolidated financial statements, which are included elsewhere in this prospectus.

OMNOVA Solutions Inc.

We are an innovator of emulsion polymers and specialty chemicals, decorative and functional surfaces and single-ply roofing systems for a variety of commercial, industrial and residential end uses. Our products provide critical performance and aesthetic attributes to materials that people use daily. Over 70% of our sales are generated in product categories in which we maintain leading positions. Our leading positions have been built through innovative products, customized product solutions, strong brands, strong technical expertise, well-established distribution channels and long-standing customer relationships. We have over 2,000 customers who rely on over 1,000 OMNOVA products to differentiate themselves in the marketplace. We utilize 18 strategically located manufacturing, development and design facilities in North America, Europe and Asia to service our broad customer base.

In fiscal 2002, we derived 91% of our net sales from North America, 8% of our net sales from Europe and 1% of our net sales from other regions. In fiscal 2002, we had net sales of $681.2 million, net cash provided by operating activities of $31.4 million and Adjusted EBITDA of $46.9 million. For a reconciliation from net cash provided by operating activities to Adjusted EBITDA and the reasons why we believe that the presentation of Adjusted EBITDA provides useful information to investors, see footnote (5) in “—Summary Historical Financial Data.” We have three reportable business segments, Performance Chemicals, Decorative Products and Building Products, which have the following principal product categories.

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Performance Chemicals

Our Performance Chemicals segment produces a broad range of emulsion polymers and specialty chemicals based primarily on styrene butadiene, styrene butadiene acrylonitrile, vinyl acetate, acrylic, styrene acrylic, vinyl acrylic, glyoxal and fluorochemical chemistries. We are North America’s second largest producer of styrene butadiene latex, or SB latex, and operate advanced, strategically-located, low-cost production facilities, which we believe provide us with an advantaged conversion cost position relative to our competitors. Our custom-formulated products are tailored for coatings, binders and adhesives, which are used in paper, carpet, nonwovens, textiles, construction, floor care, tape, tires, plastic parts and various other specialty chemical applications. Our products provide a variety of functional properties to enhance our customers’ products, including greater strength, adhesion, dimensional stability, water resistance, flow and leveling, improved processibility and enhanced appearance. Our Performance Chemicals segment is recognized for its core capabilities in emulsion polymer technology and for its ability to rapidly develop highly-customized products that provide innovative, cost-effective customer solutions. Performance Chemicals generated net sales of $299.4 million and segment operating profit of $22.1 million for fiscal 2002. For more information regarding segment data, see note R to our consolidated financial statements and note K to our unaudited interim condensed consolidated financial statements, which are included elsewhere in this prospectus.

Products

Specialty Chemicals.    We are a leading North American supplier of specialty polymers and chemicals for a variety of niche product categories. Applications for our specialty polymers and chemicals include nonwovens (such as diapers, engine filters, resilient flooring and roofing mat), floor polish, tire cord adhesive and plastic part coatings.

Paper Chemicals.    We are a leading North American supplier of custom-formulated SB latex and styrene butadiene acrylonitrile latex, or SBA latex, for paper and paperboard coatings. In addition, we produce a broad variety of specialty chemical additives for coating applications in the paper industry. Applications for our products include paper and paperboard coatings used in magazines, catalogs, direct mail advertising, brochures, food cartons, household and other consumer and industrial packaging.

Carpet Chemicals.    We are a leading North American supplier of custom-formulated SB latex used as carpet backing adhesive.

Decorative Products

Our Decorative Products segment develops, designs, produces and markets a broad line of decorative and functional surfacing products, including commercial wallcoverings, coated and performance fabrics, printed and solid color surface laminates and industrial films. These products are used in numerous applications, including building refurbishment and remodeling, new construction, furniture, cabinets, transportation, manufactured housing, retail display, consumer electronics, flooring and home furnishings. Our core competencies in design, coating, compounding, calendering, extruding, printing and embossing enable us to develop unique, aesthetically pleasing decorative surfaces that have functional properties that address specific customer needs. We have industry leading design capabilities, an extensive design library covering a broad range of styles, patterns, textures and colors and strong coating and processing capabilities to create product functionality solutions. Our broad range of products and end-use applications give us economies of scale in sourcing, manufacturing, design, technology and process development. Decorative Products generated net sales of $288.7 million and segment operating profit of $7.3 million for fiscal 2002. For more information regarding segment data, see note R to our consolidated financial statements and note K to our unaudited interim condensed consolidated financial statements, which are included elsewhere in this prospectus.

Products

Commercial Wallcoverings.    We are a leading North American and European supplier of wallcoverings used in commercial applications. Applications for our commercial wallcoverings include refurbishment and new construction for the commercial office, hospitality, health care, retail, education and restaurant markets.

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Coated Fabrics.    We are a leading North American supplier of vinyl and urethane coated fabrics for commercial applications. Applications for our coated fabrics include:

Decorative Laminates.    We are a leading North American supplier of paper and vinyl decorative laminates for wood and metal surfaces. Applications for our decorative laminates include manufactured housing and recreational vehicle interiors, kitchen and bath cabinets, office furniture, consumer electronics, retail display, flooring and ready-to-assemble furniture.

Building Products

Our Building Products segment produces single-ply roofing systems for newly constructed or renovated commercial, governmental or educational buildings. Building Products generated net sales of $93.1 million and had a segment operating loss of $4.9 million for fiscal 2002. For more information regarding segment data, see note R to our consolidated financial statements and note K to our unaudited interim condensed consolidated financial statements, which are included elsewhere in this prospectus.

Products

Commercial Roofing.    We are a major North American supplier of single-ply roofing systems for the new and replacement commercial roofing markets. We are one of the few suppliers of all three single-ply roofing systems: synthetic rubber, or EPDM, thermoplastic polyolefins, or TPO, and polyvinyl chloride, or PVC.

Recent Developments

We have completed our annual impairment test of goodwill and other intangible assets as required by Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” Our measurement date is September 1 for this analysis. In the fourth quarter of fiscal 2003, we will record an impairment charge of approximately $42 million for goodwill and approximately $8 million for indefinite lived intangible assets.

As a result of the impairment charge, we have negotiated an amendment to our three-year senior secured revolving credit facility that allows us to remain in compliance with the facility’s fixed charge coverage ratio covenant.

On October 14, 2003, we announced a company-wide restructuring that will result in the reduction of approximately 100 salary and hourly positions, or 4.4% of our workforce worldwide. This action was due to the continuing weakness in certain of our served end-use markets and historically high raw material costs. The increase in demand for our chemical and commercial roofing products in the third quarter of fiscal 2003 continues to be offset by the deep and prolonged recessionary conditions in the commercial office and hospitality refurbishment and new construction markets served by our Decorative Products segment. Most of the position reductions are in Decorative Products. We expect to save about $6.2 million in fiscal 2004 as a result of this action. This savings is in addition to the $16 million of annual cost reductions related to our cost of goods sold and sales, general and administrative expenses through the third quarter of fiscal 2003. We will incur a restructuring charge of approximately $1.3 million in the fourth quarter of fiscal 2003 as a result of this action.

Information About OMNOVA Solutions

We are an Ohio corporation formed in June 1999 as a wholly owned subsidiary of GenCorp Inc. On October 1, 1999, OMNOVA Solutions was spun-off from GenCorp as an independent, publicly-traded corporation. Our principal executive office is located at 175 Ghent Road, Fairlawn, Ohio 44333, and our telephone number is (330) 869-4200. Our common shares are listed on The New York Stock Exchange under the symbol “OMN.”

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The Exchange Offer

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The Exchange Notes

For a more complete description of the terms of the exchange notes, see “Description of the Notes.”

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We might not be able to pay you the required price for exchange notes you present to us at the time of a change of control, because:

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These covenants are subject to a number of important qualifications and limitations. See “Description of the Notes.”

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SUMMARY HISTORICAL FINANCIAL DATA

The following table presents our summary historical financial data and pro forma financial data at the dates and for the periods indicated. The historical financial data for the fiscal years ended 2000, 2001 and 2002 are derived from our audited consolidated financial statements. The historical financial data for the nine-month periods ended August 31, 2002 and 2003 are derived from our unaudited consolidated financial statements. Our unaudited consolidated financial statements have been prepared by us on a basis consistent with our audited financial statements. We were spun-off from GenCorp Inc. as an independent public company as of October 1, 1999. The summary historical financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes and our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this prospectus.

The following table also presents our summary unaudited pro forma financial data. The unaudited pro forma consolidated financial data for the year ended November 30, 2002 and the nine months ended August 31, 2003 give effect to the offering of our outstanding notes and related transactions as if they occurred as of the beginning of the year or period, as applicable. The summary unaudited pro forma financial data are provided for informational purposes only and do not purport to be indicative of the results that would have actually been obtained had the transactions been completed on the date indicated or that may be expected to occur in the future.

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RISK FACTORS

An investment in the exchange notes involves risk. You should read and consider carefully each of the following factors, as well as the other information contained in this prospectus, before making a decision to exchange any outstanding notes.

Risks Relating to the Exchange Notes and Our Debt

Our substantial debt could adversely affect our financial health and prevent us from fulfilling our obligations under the exchange notes.

Our substantial debt could have important consequences to you. For example, it could:

In addition, we may incur substantial additional debt in the future. The terms of the indenture governing the exchange notes, our new credit facility and other agreements governing our debt allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the related risks described above could intensify. If such debt financing is not available when required or is not available on acceptable terms, we may be unable to grow our business, take advantage of business opportunities, respond to competitive pressures or refinance maturing debt, any of which could have a material adverse effect on our operating results and financial condition.

Our failure to generate sufficient cash flow could prevent us from meeting our debt service requirements or prevent us from obtaining refinancing.

Our ability to make payments on and to refinance our debt, including the exchange notes, and to fund planned capital expenditures and expansion efforts and any strategic alliances or acquisitions we may make in the future, if any, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. Although we believe that our cash, other liquid assets and operating cash flow, together with available borrowings and potential access to credit and capital markets and receipt of asset sale proceeds, will be sufficient to meet our operating expenses and capital expenditures and service our debt requirements as they become due, we may not generate sufficient cash flow from operations or have borrowings available to us when needed or in an amount sufficient to enable us to repay debt, including the exchange notes, or to fund other liquidity needs. Additionally, we may need to refinance all or a portion of our debt on or before maturity. However, we may not be able to refinance any of our debt on commercially reasonable terms or at all.

The value of the collateral securing the exchange notes may be insufficient to pay all amounts owed under the exchange notes if an event of default occurs.

In the event of a foreclosure or liquidation of the collateral securing the exchange notes, the value realized on the collateral will depend on market conditions, the availability of buyers and other factors. The proceeds

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from the sale of the collateral (after payment of expenses of the sale and of other liens on the collateral that might, under applicable law or as otherwise permitted by the indenture governing the exchange notes, rank prior to the lien on the collateral in favor of the trustee under the indenture governing the exchange notes) may not be sufficient to repay noteholders all amounts owed under the indenture and the exchange notes, which may include amounts in addition to the debt incurred in the offering of our outstanding notes. If these proceeds are insufficient to repay amounts owed under the indenture and the exchange notes, then holders of the exchange notes would have a general senior unsecured claim against our remaining assets, which would be effectively subordinated to secured debt to the extent of the value of the collateral securing such secured debt. The collateral is, by its nature, illiquid, and, therefore, may not be able to be sold in a short period of time or at all. A significant portion of the collateral, including the real property portion thereof, includes assets that may only be usable as part of the existing operating business or business segment. Accordingly, any such sale of the collateral, including the real property portion thereof, separate from the sale of the company or business segment, as a whole, may not be feasible or yield any value. Also, in certain limited circumstances, we may be able to grant liens to other parties on the collateral securing the exchange notes that rank prior to the lien on the collateral in favor of the trustee under the indenture governing the exchange notes.

In the event of bankruptcy, the trustee may be unable to collect the full value of the exchange notes by foreclosing upon the collateral.

The right of the trustee to repossess and dispose of, or otherwise exercise remedies in respect of, the collateral securing the exchange notes upon the occurrence of an event of default may be significantly impaired by applicable bankruptcy law if a bankruptcy proceeding were to be commenced by or against us or a guarantor, if any, prior to the collateral agent having repossessed and disposed of, or otherwise exercised remedies in respect of, the collateral. Under applicable federal bankruptcy laws, a secured creditor such as the trustee is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally permits the debtor to continue to retain and to use collateral even though the debtor is in default under the applicable debt instruments if the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security, if and at such times as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments with respect to the exchange notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent could repossess or dispose of the collateral or whether or to what extent holders of the exchange notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of “adequate protection.” Furthermore, in the event the bankruptcy court determines the value of the collateral is not sufficient to repay all amounts due on the notes, the holders of the exchange notes would hold “undersecured claims.” Applicable federal bankruptcy laws do not permit the payment and/or accrual of interest, costs and attorney’s fees for “undersecured claims” during the debtor’s bankruptcy case.

The liens securing the exchange notes do not apply to the same collateral securing our new credit facility. If there is an event of default and the value of the collateral securing the exchange notes is insufficient to repay you, your rights to any remaining collateral will be subordinate to the lenders under our new credit facility.

Our obligations under our new credit facility are secured by liens on significant assets of ours that are not included in the collateral for the exchange notes. Accordingly, the exchange notes will be effectively subordinated to our new credit facility with respect to the collateral securing the facility to the extent of the value of such collateral. See “Description of the Notes—Collateral.”

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If we issue additional notes under the indenture, those additional notes will share in the collateral, which may result in the value of the collateral being insufficient to pay all amounts owed under exchange notes and additional notes if an event of default occurs.

Our obligation to make payments on the exchange notes will be secured only by the collateral described in this prospectus under “Description of the Notes—Collateral.” In addition, the collateral securing the exchange notes offered hereby will be shared by any additional notes issued under the indenture governing the exchange notes, which may be in an unlimited amount so long as we meet the requirements of the covenant limiting our incurrence of debt and other certain requirements. If an event of default occurs, however, the issuance of additional notes could result in the collateral being insufficient to pay all amounts owed under the exchange notes and those additional notes. The indenture governing the exchange notes provides that we may issue up to $35.0 million in additional notes without securing or acquiring any additional collateral or improving existing collateral. Thereafter, we will be obligated to use not less than 80% of the proceeds from any further issuance of additional notes to acquire additional collateral or make improvements to the existing collateral securing the exchange notes. See “Description of the Notes—Principal, Maturity and Interest” and “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness.”

The agreements governing our debt contain various covenants that limit our management’s discretion in the operation of our business, and our failure to comply with those covenants may result in events of default under those agreements.

The agreements governing our debt contain various covenants, including those that restrict our ability to:

Our new credit facility requires us to meet certain financial covenants, including covenants relating to minimum excess availability and minimum fixed charge coverage ratio.

Any failure to comply with the restrictions of our new credit facility or any agreement governing our debt, including the indenture governing the exchange notes, may result in an event of default under one or more of those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds. In such an event, we may not have sufficient assets to pay amounts due on the exchange notes. As a result, you may receive less than the full amount you would be otherwise entitled to receive on the exchange notes. For more information, see “Description of Other Debt” and “Description of the Notes.”

In the event of a change of control, we may not have sufficient funds, or the ability to raise sufficient funds, necessary to repurchase the exchange notes as required by the indenture, which would result in an event of default.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to purchase all of the exchange notes outstanding. However, it is possible that we will not have sufficient funds,

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or the ability to raise sufficient funds, at the time of the change of control to make the required purchase of exchange notes, which would result in an event of default under the indenture. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our debt, would not constitute a “change of control” under the indenture governing the exchange notes. Our ability to purchase the exchange notes upon certain specific kinds of change of control events may be limited by the terms of our other debt, including our new credit facility. If a change of control occurs, we may not have sufficient funds available to repay other debt obligations, in addition to the exchange notes, that will be required to be repaid.

We anticipate that, on the day the exchange notes are issued, none of our subsidiaries will guarantee the exchange notes. Accordingly, the assets of our non-guarantor subsidiaries may not be available to make payments on the exchange notes if we are unable to satisfy our obligations under the exchange notes, and the creditors of our subsidiaries would be paid before you.

Substantially all of our U.S. operations are conducted through OMNOVA Solutions Inc. and not through subsidiaries, while substantially all of our operations outside of the U.S. are conducted through our direct or indirect foreign subsidiaries. Our subsidiaries have no obligations to make payments to us or to the trustee in respect of the exchange notes. Though the indenture governing the exchange notes will require that our subsidiaries generally will be required to guarantee the exchange notes if these subsidiaries guarantee other debt of ours, the requisite circumstances may not come to pass. We anticipate that, on the date of issuance of the exchange notes, none of our subsidiaries, including our foreign subsidiaries, will guarantee the exchange notes. In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary, the creditors of such subsidiary (including trade creditors) will generally be entitled to payment of their claims from the assets of such subsidiary before any assets are made available for distribution to us as a stockholder. After paying its own creditors, a non-guarantor subsidiary may not have any remaining assets available for payment to you as a holder of exchange notes. As a result, the exchange notes are effectively junior in right of payment to the obligations of our non-guarantor subsidiaries.

There may be no active trading market for the exchange notes, which may affect your ability to resell your exchange notes.

Prior to this exchange offer, there has been no public market for the exchange notes. The exchange notes are a new class of securities that have never been traded. An active trading market for the exchange notes may not develop or, if one does develop, it may not be sustained. Also, it is possible that the market for the exchange notes will be volatile. This volatility in price may affect your ability to resell your exchange notes or the timing of their sale.

If you do not exchange your outstanding notes, you may have difficulty in transferring them at a later time.

We will issue exchange notes in exchange for the outstanding notes after the exchange agent receives your outstanding notes, the letter of transmittal and all related documents. You should allow adequate time for delivery if you choose to tender your outstanding notes for exchange. Outstanding notes that are not exchanged will remain subject to restrictions on transfer and will not have rights to registration.

If you do participate in the exchange offer for the purpose of participating in the distribution of the exchange notes, you must comply with the registration and prospectus delivery requirements of the Securities Act for any resale transaction. Each broker-dealer who holds outstanding notes for its own account due to market-making or other trading activities and who receives exchange notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. If any outstanding notes are not tendered in the exchange or are tendered but not accepted, the trading market for such outstanding notes could be negatively affected due to the limited amount expected to remain outstanding following the completion of the exchange offer.

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Risks Relating to Our Business

We are exposed to general economic conditions, which could decrease demand for our products in our end-use markets. This decreased demand could have a negative effect on our results of operation.

Manufacturing companies are experiencing an economic downturn. Many of our end-use markets have been adversely affected by this downturn, particularly the hotel, office, institutional furniture, manufactured housing and print advertising markets, which resulted in reduced demand for our products. Accordingly, this decreased demand negatively impacts our financial performance. The severity and duration of this downturn could cause additional adverse impacts on our financial performance. As a result of unfavorable general economic conditions and reduced spending by customers, our sales have declined over the last few years. For example, our net sales decreased from $773.3 million for fiscal 2000 to $737.0 million for fiscal 2001 and $681.2 million for fiscal 2002. If the economic conditions in the United States and the rest of the world continue to worsen, particularly in the end-use markets in which we operate, we may experience a further decline in our results of operations, including decreased earnings and reduced cash flow. Reduced cash flow may prevent us from meeting our obligations under the exchange notes.

Raw material prices have a significant impact on our profitability. If raw material prices increase, and we cannot pass those price increases on to our customers, our profitability and financial condition may suffer.

The principal raw materials that we use in our business are derived from petrochemicals and chemical feedstocks such as polyvinyl chloride, styrene and butadiene. Specifically, Performance Chemicals uses monomers such as styrene and butadiene extensively in its products, and Decorative Products and Building Products use polyvinyl chloride extensively in their products. If we are unable to pass along increased raw materials prices to our customers, our profitability, and thus our financial condition, may be adversely affected. The cost of these raw materials has a significant impact on our profitability. The prices of many of these raw materials are cyclical and volatile. For example, the prices of styrene and butadiene have rapidly increased in the recent past. Supply and demand factors, which are beyond our control, generally affect the price of our raw materials. While we generally attempt to pass along increased raw materials prices onto our customers in the form of price increases, historically there has been a time delay between increased raw materials prices and our ability to increase the prices of our products. Additionally, we may not be able to increase the prices of our products due to pricing pressure and other factors.

Consolidation of our customers and competitors has created increased pricing pressure in our industry. If we are unable to resist this pricing pressure, we will have to reduce our prices, which may negatively impact our profit margins.

We face continued pricing pressure from our customers and competitors. If we are unable to offset continued pricing pressure through improved operating efficiencies and reduced expenditures, we will have to reduce our prices, which may negatively impact our profit margins. Customers frequently seek price reductions, and recent consolidation among our customer base, particularly within the paper industry, has created customers with greater purchasing power. Additionally, consolidation among our competitors has created competitors with greater financial, marketing and other resources than we have. Accordingly, these consolidations have lead to increased pricing pressure on us.

Our sales and profitability depend on our ability to continue to develop new products that appeal to customers and end users. If we are unable to develop new products, our sales may suffer.

Our business depends to a substantial extent on our ability to develop, introduce and support cost-effective new products and technologies on a timely basis. If we fail to develop and deploy new cost-effective products and technologies or enhancements of existing products on a timely basis, or if we experience delays in the development, introduction or enhancement of our products and technologies, our products may no longer be competitive and our sales may suffer.

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Our business is subject to the usual hazards associated with chemical businesses, any of which could interrupt our production and adversely affect our results of operations.

We are subject to the usual hazards associated with chemical manufacturing and the related storage and transportation of raw materials, products and waste, including explosions, fires, leaks, discharges, inclement weather, natural disasters, mechanical failure, unscheduled downtime and transportation interruption or calamities. The occurrence of material operating problems at our facilities diminishes our ability to meet our output goals. Accordingly, these problems or interruptions may have a material adverse effect on our operations as a whole, including our results of operations, both during and after the period of operational difficulties.

We may be unable to achieve, or may be delayed in achieving, our goals under certain workplace initiatives and cost-reduction measures, which may adversely affect our results of operations and cash flow.

We have put into place operational excellence processes using LEAN Six Sigma quality, supply chain management and high performance workplace initiatives throughout our businesses in an effort to lower our cost structure. Additionally, we are dedicated to continuous cost reduction, and have recently taken actions to reduce our overall annual costs. If we are unable to achieve, or if we meet any unexpected delays in achieving, these goals, our results of operations and cash flow may be adversely affected. Additionally, even if we achieve these goals, we may not receive the expected financial benefits of these goals, or the costs of implementing these workplace initiatives and cost-reduction measures could exceed the benefits of these initiatives and measures.

We participate in several joint ventures that may not operate according to their business plans if our partners fail to fulfill their obligations, which may adversely affect our results of operations or force us to dedicate additional resources to these joint ventures.

We participate in several joint ventures both in the United States and abroad and may enter into additional joint ventures in the future. The nature of a joint venture requires us to share control with unaffiliated third parties. If our joint venture partners do not fulfill their obligations, the affected joint venture may not be able to operate according to its business plan. In that case, our results of operations may be adversely affected or we may be required to increase our level of commitment to the joint venture. Also, differences in views among joint venture participants may result in delayed decisions or failures to agree on major issues. If these differences cause the joint ventures to deviate from their business plans, our results of operations could be adversely affected.

We may not be able to identify or complete transactions with attractive acquisition candidates, which may negatively impact our business strategy.

As part of our business strategy, we have pursued, and may continue to pursue, strategic alliances and targeted acquisition opportunities that we believe would complement our business. We may not be successful in entering into any strategic alliance or consummating any acquisition, which may negatively impact our business strategy. Any strategic alliances or targeted acquisitions will be accompanied by the risks commonly encountered in strategic alliances and acquisitions of businesses. We may not be successful in overcoming these risks or any other problems encountered in connection with any of our strategic alliances or acquisitions.

The occurrence or threat of extraordinary events, including domestic and international terrorist attacks and acts of war, may substantially decrease the use of and demand for our products.

Recent domestic and international terrorist activities, the continuing threat of terrorist attacks within and outside the United States, the recent war between the United States and Iraq and the heightened tensions between the United States and North Korea have caused economic and political uncertainties and may further weaken the already weakened end-use markets for our products. The occurrence of extraordinary events, including future terrorist attacks and the outbreak or escalation of hostilities, cannot be predicted, and their occurrence can be expected to further negatively affect the economy generally, and specifically the markets for our products.

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Extensive environmental, health and safety laws and regulations impact our operations and assets, and compliance with these regulations could adversely affect our results of operations.

Our business operations and ownership of real property are subject to numerous foreign, federal, state and local environmental and health and safety laws and regulations which may have a significant effect on the costs of transportation and storage of raw materials and finished products, as well as the costs of the storage and disposal of wastes. We believe we are in material compliance with applicable environmental and worker health and safety requirements. However, we may incur substantial costs, including fines, damages, criminal or civil sanctions, remediation costs or experience interruptions in our operations for violations arising under these laws and regulations that could adversely affect our results of operations. The nature of our business, including historical operations at our current and former facilities, exposes us to risks of liability under these laws and regulations due to the production, storage, use, transportation and sale of materials that can cause contamination or personal injury if released into the environment. A few of our facilities, including those at Mogadore, Ohio, Jeannette, Pennsylvania and Chester, South Carolina (each of which will constitute collateral for the exchange notes) have a long history of industrial use including use of underground storage tanks. In addition, our facility at Monroe, North Carolina (which will constitute collateral for the exchange notes), is currently listed on the state’s Inactive Hazardous Sites Branch Inventory of Sites based on the potential for soil and groundwater contamination at the site. Groundwater contamination at our facility in Chester, South Carolina is currently being remediated by the former owner under a consent agreement with the state and an indemnification agreement with us.

We expect to continue to be subject to increasingly stringent environmental and health and safety laws and regulations. Certain environmental requirements provide for strict and, under certain circumstances, joint and several, liability for investigation and remediation of releases of hazardous substances into the environment and liability for related damages to natural resources. It is difficult to predict the future interpretation and development of environmental and health and safety laws and regulations or their impact on our future earnings and operations. We anticipate that compliance will continue to require increased capital expenditures and operating costs. Any increase in these costs, or unanticipated liabilities arising for example out of discovery of previously unknown conditions or more aggressive enforcement actions, could adversely affect our results of operations. Additionally, any such increase in costs or unanticipated liabilities may exceed our reserves, which could have a material adverse effect on our financial condition.

Because we maintain a self-insured health care plan for our employees, increases in health care costs may adversely affect our results of operations.

We maintain a self-insured health care plan for our employees under which we generally share the cost of health care with our employees. Health care costs have been escalating over the past few years. Accordingly, as health care costs increase, our health care expenses also increase. Health care expense has increased from $17.1 million at the end of fiscal 2000 to $19.2 million at the end of fiscal 2001 and $20.1 million at the end of fiscal 2002.

Our business may be adversely affected by risks typically encountered in international operations and fluctuations in currency exchange rates.

We conduct our business in several foreign jurisdictions and are subject to the risks normally associated with international operations, including the following:

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Any of these events could have an adverse effect on our international operations in the future by reducing the demand for our products, decreasing the prices at which we can sell our products or otherwise having an adverse effect on our business, financial condition or results of operations. In addition, we may not be able to operate in compliance with foreign laws and regulations, or comply with applicable customs, currency exchange control regulations, transfer pricing regulations or any other laws or regulations to which we may be subject, in the event that these laws or regulations change.

Some of our employees are covered by collective bargaining agreements that are due to expire in the next year. The failure to renew any of those agreements could result in a prolonged work stoppage, which could materially adversely affect our results of operations.

As of September 30, 2003, approximately 30% of our employees are covered by collective bargaining agreements. Approximately 610 employees are covered by four separate collective bargaining agreements that are due to expire prior to September 30, 2004. We cannot assure you that these agreements will be renewed on similar terms or renegotiated on acceptable terms. Any prolonged work stoppages in one or more of our facilities could materially adversely affect our results of operations.

Lower investment performance by our pension assets may require us to record pension expense and begin making contributions to the pension trust, which would divert funds from other uses.

The combination of several factors may require us to begin recording pension expense of approximately $3.5 million in fiscal 2005. The lower investment performance by our pension plan assets, caused by the decline in the stock market, has significantly reduced the surplus position of the plan. Changes in long-term expectations for inflation and the equity markets have led us to lower our assumed long-term rate of return from 8.75% to 8.5% for asset performance. With the low interest rate environment, we have also decreased our discount rate, which is the rate used to measure our defined benefit pension plan obligations, from 7.25% to 6.5%. These rates were determined as of August 31, 2003, the plan’s measurement date. We do not anticipate making cash contributions to the pension fund until 2007. However, in order to manage the pension fund over the long term, we may find it prudent to make contributions before 2007. In addition, we cannot predict whether changing economic conditions or other factors will lead or require us to make contributions in excess of our current expectations, which would divert funds that we would otherwise apply to other uses. Additionally, we may not have the funds necessary to meet any minimum pension funding requirements.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements,” as defined by federal securities laws, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could” and similar expressions or phrases identify forward-looking statements.

All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in the end-use markets in which we operate. Others are more specific to our operations. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

Factors that may cause actual results to differ from expected results include, among others:

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. We undertake no obligation, and specifically decline any obligation, other than that imposed by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

You should refer to the section entitled “Risk Factors” for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that the actual results or developments anticipated by

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us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

MARKET SHARE, RANKING AND OTHER DATA

The market share, ranking and other similar data contained in this prospectus are based either on management’s own estimates, independent industry publications, reports by market research firms or other published independent sources and, in each case, are believed by management to be reasonable estimates. However, such data is subject to change and cannot always be verified due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable.

COMPANY TRADEMARKS AND TRADE NAMES

We own or have rights to various trademarks and trade names used in our business, including without limitation, Bolta, Essex, Genon, Lanark, Tower, X-Quest, Guard, Muraspec, Murek, MemErase, Surf(x), Reneer, Rendura, Decotone, Deconeer, Elastotherm, Endurion, Diversiwall, Boltaflex, PreFixx, Nautolex, GenFlex, GenFlo, GenCryl, Sequaflow, GenTac, AcryPrint, Sunkote, Sunbond, Sunkem, UniQ-Print, Sequapel, Sequabond, GenCal, OmnaBloc, OmnaTuf, Suncryl, Secoat, Secryl, Mor-Glo, Mor-Shine, Mor-Flo, AcryGen, Mykon, Permafresh and PolyFox, as well as other trade names and product names. The GREENGUARD INDOOR AIR QUALITY CERTIFIED trademark is licensed through the GREENGUARD Environmental Institute.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes. Because we are exchanging the exchange notes for the outstanding notes, which have substantially identical terms, the issuance of the exchange notes will not result in any increase in our debt.

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of August 31, 2003 and includes the sale of the outstanding notes issued on May 28, 2003 and the related transactions. The table should be read in conjunction with our consolidated financial statements and the related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our other financial data included elsewhere in this prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth our selected historical financial data. The selected historical financial data for the fiscal years ended 1998, 1999, 2000, 2001 and 2002 are derived from our audited consolidated financial statements. The historical financial data for the nine-month periods ended August 31, 2002 and 2003 are derived from our unaudited financial statements. We were spun-off from GenCorp Inc. as an independent public company as of October 1, 1999. The selected historical financial data should be read in conjunction with our consolidated financial statements and related notes and our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this prospectus.