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
Februrary 19, 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)
02-22756 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 5. Other Events.
On February 19, 1998, ATMI, Inc (the "Company") announced that it had entered
into a definitive merger agreement with NOW Technologies, Inc. ("NOW
Technologies") pursuant to which NOW Technologies would become a wholly-owned
subsidiary of the Company. The closing of the merger agreement is subject to the
approval of the shareholders of NOW Technologies and appropriate government
agencies and to the satisfaction of other customary conditions. While the exact
number of shares of Common Stock to be issued by the Company to the shareholders
of NOW Technologies will not be determined until the third trading day prior to
the closing, the number of shares to be issued will range from 1.20 million to
1.64 million (excluding shares issuable upon exercise of outstanding options).
The merger is intended to be treated as a tax-free reorganization and to be
accounted for as a pooling of interests. NOW Technologies is a manufacturer and
distributor of semiconductor materials packaging systems, particularly for
advanced photoresist materials. For the twelve months ended December 31, 1997,
NOW Technologies had total revenues of approximately $15.0 million.
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SIGNATURE
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: March 9, 1998 ATMI, INC.
/s/ Daniel P. Sharkey
Daniel P. Sharkey
Vice President, Chief Financial Officer and Treasurer
