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
August 4, 1998
Date of Report
(Date of earliest event reported)
ATMI, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-22756 06-1481060
(Commission File Number) (IRS Employer Identification No.)
7 Commerce Drive
Danbury, Connecticut 06810
(Address of principal executive offices) (Zip Code)
(203) 794-1100
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On August 4, 1998, pursuant to a Merger Agreement dated February 19, 1998
(the "Merger Agreement"), by and among NOW Technologies, Inc., a Minnesota
corporation ("NOW"), ATMI, Inc. a Delaware corporation ("ATMI"), and Glide
Acquisition, Inc., a newly-formed, wholly-owned Delaware subsidiary of ATMI
("Merger Subsidiary"), Merger Subsidiary merged with and into NOW, with NOW
being the surviving corporation (the "Merger"). As a result of the Merger, NOW
became a wholly-owned subsidiary of ATMI.
Pursuant to the Merger, each outstanding share of NOW Common Stock was
converted into .865338 shares of ATMI Common Stock. In the aggregate, 1,593,952
shares of ATMI Common Stock were issued in the Merger. The number of shares of
ATMI Common Stock issued in the Merger was determined pursuant to an exchange
ratio set forth in the Merger Agreement which was established through
negotiations among the parties. In addition, each outstanding option to purchase
one share of NOW Common Stock was converted into a stock option to purchase
.865338 shares of ATMI Common Stock under a stock option plan of ATMI.
The Merger is intended to be a tax-free transaction under the Internal
Revenue Code of 1986, as amended (the "Code"), and will be accounted for as a
pooling of interests. NOW manufactures proprietary, state-of-the-art, high
performance containers and dispensing systems for advanced purity chemicals used
in the manufacture of microelectronics, particularly semiconductor integrated
circuits and active matrix flat panel displays. ATMI intends to continue the
business currently performed by NOW as a division of ATMI.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
The required financial statements will be filed no later that 60 days after
August 19, 1998.
(b) Pro Forma Financial Information
The required pro forma financial information will be filed no later than 60
days after August 19, 1998.
(c) Exhibits.
2.01 Merger Agreement by and among ATMI, Inc., Glide Acquisition, Inc. and
NOW Technologies, Inc. dated as of February 19, 1998 (Exhibit 2.03 to
ATMI's Registration Statement on Form S-1, Registration No.
333-46609). (1)
(1) Incorporated by reference herein.
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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.
Date: August 12, 1998 ATMI, INC.
/s/ Daniel P. Sharkey
Daniel P. Sharkey
Vice President, Chief Financial Officer
and Treasurer
