NCEM Nevada Chemicals (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 3

NEVADA CHEMICALS, INC.

(Name Of Subject Company (Issuer))

CALYPSO ACQUISITION CORP.

CYANCO HOLDING CORP.

OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share (CUSIP Number 64127C 10 7)

Todd E. Molz

Managing Director and General Counsel

333 S. Grand Avenue, 28th Floor

Los Angeles, CA 90017

Telephone: (213) 830-6300

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with a copy to:

Dennis M. Myers, P.C.

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601

Telephone: (312) 861-2000

CALCULATION OF FILING FEE

* Estimated for purposes of calculating the amount of the filing fee only.  The transaction valuation was calculated by adding the sum of (1) the offer price of $13.37 per share of common stock multiplied by 7,004,172 shares of common stock, par value $0.001 per share ( “ Shares ” ), of Nevada Chemicals, Inc. ( “ Nevada Chemicals ” ) outstanding as of September 19, 2008 and (2) the offer price of $13.37 minus $8.28, which is the weighted average exercise price of outstanding options to acquire Shares multiplied by 21,000, the number of outstanding options as of September 19, 2008.

** The amount of the filing fee, calculated in accordance with Section 13(e) and Rule 0-11(d) of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), equals $39.30 per million of the transaction valuation.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

x amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

This Amendment No. 3 (“ Amendment No. 3 ”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the US Securities and Exchange Commission (“the “ Commission ”) on September 19, 2008, as amended by Amendment No. 1 to Schedule TO originally filed with the Commission on September 25, 2008 and Amendment No. 2 to Schedule TO originally filed with the Commission on October 2, 2008 (as amended, the “ Schedule TO ”), by OCM Principal Opportunities Fund IV, L.P., a Cayman Islands exempted limited partnership (“ OCM ”), Cyanco Holding Corp., a Delaware corporation ( “Parent” ), and an affiliate of OCM, and Calypso Acquisition Corp., a Utah corporation  (“ Offeror ”), and an affiliate of OCM, relating to the offer by Offeror to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “ Shares ”) of Nevada Chemicals, Inc., a Utah corporation (“ Nevada Chemicals ”), for $13.37 per Share in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 19, 2008 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (which, together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively constitute the “ Offer ”).  The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of September 5, 2008, by and among Parent, Offeror and Nevada Chemicals, a copy of which is incorporated by reference as Exhibit (d)(1) to Schedule TO.

Except as otherwise indicated in this Amendment No. 3, the information set forth in the Schedule TO remains unchanged. All capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Schedule TO or the Offer to Purchase.

The information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Amendment No. 3 by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment No. 3.

Items 1 through 11.

Items 1, 4, 8 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text thereto:

“The Offer expired at 12:00 midnight, New York City time, at the end of Friday, October 17, 2008. Following such expiration, Offeror accepted for payment in accordance with the terms of the Offer all Shares that were validly tendered and not withdrawn prior to expiration of the Offer, and payment for such Shares will be made promptly, in accordance with the terms of the Offer. The Depositary for the Offer has advised that, as of 12:00 midnight, New York City time, at the end of October 17, 2007, a total of approximately 6,610,541 Shares were validly tendered and not withdrawn in the offer (including Shares tendered by notices of guaranteed delivery), representing approximately 93.539% of the outstanding Shares, thus satisfying the Minimum Condition.”

“On October 20, 2008, Offeror issued a press release announcing the completion of the Offer. The full text of the press release is set forth as Exhibit (a)(6) hereto and is incorporated by reference herein.”

“ Pursuant to the terms of the previously announced merger agreement, Cyanco Holding Corp. and Calypso Acquisition Corp. expect to effect a “short-form” merger of Calypso Acquisition Corp. with and into Nevada Chemicals under Utah law, pursuant to which “short-form” merger Calypso Acquisition Corp. will be able to effect the merger without the need for a meeting of Nevada Chemicals shareholders.  In the merger, Cyanco Holding Corp. and Calypso Acquisition Corp. will acquire all other Nevada Chemicals shares at the same $13.37 per share price, without interest and less any required withholding taxes, that was paid in the tender offer.  As a result of the merger, Nevada Chemicals will become a wholly-owned subsidiary of Cyanco Holding Corp.          Cyanco Holding Corp. and Calypso Acquisition Corp. intend to complete the merger as soon as practicable following the satisfaction of the conditions in their merger agreement with Nevada Chemicals. ”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

“(a)(6)                                  Press Release issued by Calypso Acquisition Corp., dated as of October 20, 2008.”

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 20, 2008

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EXHIBIT INDEX

*Previously Filed

** Filed herewith.

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