<PAGE>
As filed with the Securities and Exchange Commission on March 26, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATMI, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 3559 06-1481060
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
-----------------------------
7 Commerce Drive
Danbury, Connecticut 06810
(203) 794-1100
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
-----------------------------
Eugene G. Banucci, Ph.D.
Chief Executive Officer
ATMI, Inc.
7 Commerce Drive
Danbury, Connecticut 06810
(203) 794-1100
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-----------------------------
Copies to:
Donna L. Brooks, Esq. John A. Burgess, Esq.
Shipman & Goodwin LLP Hale and Dorr LLP
One American Row 60 State Street
Hartford, Connecticut 06103 Boston, Massachusetts 02109
Telephone No.: (860) 251-5000 Telephone No.: (617) 526-6000
Facsimile No.: (860) 251-5999 Facsimile No.: (617) 526-5000
-----------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-46609
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be to be Price per Offering Registration
Registered Registered (1) Share (2) Price Fee
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01....................... 828,000 $29.50 $24,426,000.00 $7,205.67
=====================================================================================
</TABLE>
(1) Includes up to 108,000 shares of Common Stock which the Underwriters have
the option to purchase from the Company and the Selling Stockholders to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933.
- --------------------------------------------------------------------------------
================================================================================
<PAGE>
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed in connection with the
registration of additional shares of Common Stock, par value $.01 per share, of
ATMI, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities
Act of 1933, as amended. The contents of the earlier effective Registration
Statement (File No. 333-46609) are incorporated in this Registration Statement
by reference.
The required opinions, consents and powers of attorney are listed on
an Exhibit Index attached hereto and filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Danbury, State of
Connecticut, on March 26, 1998.
ATMI, Inc.
By:/s/ Eugene G. Banucci
----------------------------------------------
Eugene G. Banucci,
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
Know All Persons by These Presents, that each person whose signature appears
below constitutes and appoints Eugene G. Banucci and Daniel P. Sharkey, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities to sign any and all amendments (including without limitation,
post-effective amendments) to this registration statement, to sign any and all
additional registration statements relating to the same offering of securities
as this Registration Statement that are filed pursuant to Rule 462(b) of the
Securities Act and to file the same, with all exhibits thereto, and other
documents in connection therewith, with full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, of their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
-------------------
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Eugene G. Banucci President, Chief Executive Officer, March 26, 1998
- ---------------------- Chairman of the Board and Director
Eugene G. Banucci (principal executive officer)
/s/ Daniel P. Sharkey Vice President, Treasurer March 26, 1998
- ---------------------- and Chief Financial Officer
Daniel P. Sharkey (principal financial and accounting
officer)
/s/ Mark A. Adley Director March 26, 1998
- ----------------------
Mark A. Adley
/s/ John A. Armstrong Director March 26, 1998
- ----------------------
John A. Armstrong
/s/ Robert S. Hillas Director March 26, 1998
- ----------------------
Robert S. Hillas
<PAGE>
/s/ Lamonte H. Lawrence Director March 26, 1998
- -----------------------------
Lamonte H. Lawrence
/s/ Stephen H. Mahle Director March 26, 1998
- -----------------------------
Stephen H. Mahle
/s/ Stephen H. Siegele Director March 26, 1998
- -----------------------------
Stephen H. Siegele
<PAGE>
EXHIBIT INDEX
Sequentially
------------
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
5.01 Opinion and Consent of Shipman & Goodwin LLP,
as to the legality of the shares to be registered.
23.01 Consent of Shipman & Goodwin LLP, included in
opinion filed as Exhibit 5.01.
23.02 Consent of Ernst & Young LLP.
23.03 Consent of Price Waterhouse LLP.
23.04 Consent of Intellectual Property/Technology Law,
patent counsel to the Registrant.
24.01 Power of Attorney, included in the signature page
of this registration statement.
<PAGE>
EXHIBIT 5.01
Shipman & Goodwin LLP One American Row
Counselors at Law Hartford, CT 06103-2819
TEL: (860) 251-5000
March 26, 1998
ATMI, Inc.
7 Commerce Drive
Danbury, Connecticut 06810
Ladies and Gentlemen:
In connection with the registration pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), of 828,000 shares of
the Common Stock, par value $.01 per share (the "Common Stock"), of ATMI, Inc.,
a Delaware corporation (the "Company") which, together with the shares
registered on the Company's effective registration statement (File No. 333-
46609), comprises an offering of an aggregate of up to 5,428,000 shares of
Common Stock, of which the Company proposes to issue up to 2,257,291 shares of
its authorized but unissued Common Stock (the "Company Shares") and certain
stockholders propose to sell up to 3,170,709 outstanding shares of Common Stock
(the "Stockholder Shares"), pursuant to a public offering, we have examined, as
counsel to the Company, the Registration Statement on Form S-1 (and the
prospectus incorporated by reference therein) to be filed under the Securities
Act and such other documents as we have deemed necessary or appropriate in order
to express the opinions set forth below.
In connection with our opinions hereinafter given, we have examined and
relied upon originals, or copies, certified or otherwise, identified to our
satisfaction, of such agreements, documents, certificates and other statements
of government officials, corporate officers and representatives and other
documents as we have deemed relevant and necessary as a basis for such opinions.
In such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that (a) when (i) the
Registration Statement shall have become effective under the Securities Act, and
(ii) the Company Shares shall have been issued and delivered against payment
therefor as contemplated in the Registration Statement, the Company Shares will
be legally and validly issued, fully paid and non-assessable and (b) the
Stockholder Shares have been legally and validly issued and are fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the prospectus incorporated by reference in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Shipman & Goodwin LLP
<PAGE>
Exhibit 23.02
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report dated February 11, 1998, in the
Registration Statement on Form S-1 filed pursuant to Rule 462(b) of ATMI, Inc.
for the registration of 828,000 shares of its common stock. Our report,
incorporated herein, is included in the Registration Statement on Form S-1
(No. 333-46609) of ATMI, Inc.
/s/ Ernst & Young LLP
Stamford, Connecticut
March 25, 1998
<PAGE>
EXHIBIT 23.03
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of ATMI, Inc., of our report dated May 17, 1997, except
for the last paragraph of Note 3 which is as of July 29, 1997 and the last
paragraph of Note 6 which is as of December 18, 1997, relating to the combined
financial statements of Lawrence Semiconductor Laboratories, Inc. and
Affiliate. Our report, incorporated herein, is included in the Registration
Statement on Form S-1 (No. 333-46609) of ATMI, Inc.; however, it should be noted
that such financial statements are not presented separately in such Form S-1. We
also consent to the application of such report to the Financial Statement
Schedule for the two years ended December 31, 1996 incorporated by reference
into this Registration Statement when such schedule is read in conjunction with
the financial statements referred to in our report. We also consent to the
reference to us under the heading of "Experts" in such Registration Statement.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Phoenix, Arizona
March 25, 1998
<PAGE>
EXHIBIT 23.04
INTELLECTUAL PROPERTY/TECHNOLOGY LAW
<TABLE>
<S> <C>
Office Location: 6320 Quadrangle Drive . Suite 110 . Chapel Hill, NC 27514 Telephone: 919 419 9350
Mailing Address: P.O. Box 14329 . Research Triangle Park, NC 27709 Facsimile: 919 419 9354
email: [email protected]
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</TABLE>
March 25, 1998
We hereby consent to the reference to our firm, Intellectual Property/Technology
Law, under the caption "Experts" in the Registration Statement on Form S-1 (and
the prospectus included therein), as amended, filed under the Securities Act of
1933, as amended, by ATMI, Inc. (the "Company") for the registration of
828,000 shares of the Common Stock of the Company and consent to the filing of
this consent as an exhibit to the Registration Statement.
INTELLECTUAL PROPERTY/
TECHNOLOGY LAW
/s/ STEVEN J. HULTQUIST
Steven J. Hultquist
Principal
